BlackRock TCP Capital Corp 8-K, filed Jun 1, 2021
BlackRock TCP Capital Corp. (TCPC)
8-K
2021-06-01
For: 2021-06-01
View Original
Added on
April 11, 2026
About this 8-K
BlackRock TCP Capital Corp filed this 8-K on June 1, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported): June 1, 2021 (June 1, 2021)
BLACKROCK TCP CAPITAL CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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814-00899
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56-2594706
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(State or other jurisdiction
of incorporation) |
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(Commission File Number)
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(IRS Employer
Identification Number) |
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2951 28th Street, Suite 1000
Santa Monica, California
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90405
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code (310) 566-1000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value per share
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TCPC
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The NASDAQ Global Select Market
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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 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 1, 2021, the Company issued a press release announcing Howard M. Levkowitz will be stepping down as Chief Executive Officer of BlackRock TCP Capital Corp. (the “Registrant”),
effective as of the close of business on August 5, 2021 and will be stepping down as a Director and Chairman of the Registrant’s Board of Directors (the “Board”) effective as of the close of business on September 30, 2021. Mr. Levkowitz’s decision
to retire is due to personal reasons and he has not expressed any disagreement with the Company on any matters relating to the Company’s operations, policies, or practices. A copy of the press release is furnished as exhibit 99.1 and is incorporated
herein by reference.
The Board of the Registrant thanks Mr. Levkowitz for his leadership and vision, as well as his many contributions to the Registrant as Chief Executive Officer, Director and Chairman of the
Board since its inception. The Board confirms that Mr. Levkowitz is leaving on good terms with management and the Board.
Mr. Levkowitz was a founding partner of Tennenbaum Capital Partners, LLC the Registrant’s investment manager (the “Advisor”) and has served as an officer of the Registrant and its predecessor entities since
1997. In connection with the merger of the Advisor into a subsidiary of BlackRock Inc. (“BlackRock”), in August 2018, Mr. Levkowitz became a Managing Director at BlackRock and certain other BlackRock-affiliated entities.
A copy of Mr. Levkowitz’s letter of resignation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On June 1, 2021, the Board of the Registrant appointed Rajneesh Vig as Chief Executive Officer of the Registrant, effective as of the close of business on August 5, 2021 and appointed Mr.
Vig as Chairman of the Board effective as of the close of business on September 30, 2021. Mr. Vig has served as the Company’s President and Chief Operating Officer since the initial public offering in 2012. Mr. Vig joined the Advisor in 2006 and is a
Managing Director of BlackRock and is co-head and investment committee chair of the BlackRock U.S. Private Capital business.
On June 1, 2021, the Board appointed Philip M. Tseng to succeed Mr. Vig as Chief Operating Officer of the Registrant effective as of the close of business on August 5, 2021, and as
President of the Registrant effective as of the close of business on September 30, 2021. Mr. Tseng joined the Advisor in 2004 and is a Managing Director of BlackRock and co-head of the BlackRock U.S. Private Capital business.
| Item 9.01. |
Financial Statements and Exhibits
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(d) Exhibits
| 99.1 |
Press release, dated as of June 1, 2021
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| 99.2 |
Letter of Resignation of Howard M. Levkowitz, Chief Executive Officer, Director and Chairman of the Board of the Registrant
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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 hereunto duly authorized.
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BlackRock TCP Capital Corp.
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Date: June 1, 2021
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By:
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/s/ Elizabeth Greenwood
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Name:
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Elizabeth Greenwood
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Title:
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Secretary
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Exhibit 99.1
BlackRock TCP Capital Corp. Announces Leadership Transitions
Howard Levkowitz to Retire as Chairman and Chief Executive Officer; Board Appoints Rajneesh Vig as Successor; Phil Tseng Named President and Chief Operating Officer
SANTA MONICA, Calif. – June 1, 2021 – BlackRock TCP Capital Corp. (NASDAQ: TCPC) announced today that Rajneesh Vig will succeed Howard Levkowitz as Chairman and Chief Executive Officer and Phil Tseng will assume the
roles of President and Chief Operating Officer. This transition in leadership follows BlackRock’s highly successful 2018 acquisition of Tennenbaum Capital Partners (“TCP”) that solidified BlackRock as a leading private credit manager.
Howard Levkowitz, a co-founder of TCP, announced that he will be retiring from his role as Chief Executive Officer of BlackRock TCP Capital Corp. (“TCPC” or “the Company”) on August 5, 2021, and as a Director and
Chairman of the Board of Directors (the “Board”) on September 30, 2021. Howard will serve as Chairman of BlackRock’s US Private Capital business until the end of the year. Raj Vig will assume the role of Chief Executive Officer on August 5, 2021,
and Chairman on September 30, 2021. Phil Tseng will assume the role of Chief Operating Officer on August 5, 2021, and President on September 30, 2021. Howard, Raj and Phil led the successful integration of TCP to develop BlackRock’s US Private
Capital team, which today is a leader in private credit.
Howard Levkowitz, Chairman and CEO of BlackRock TCP Capital Corp. said, “I’m pleased to announce the well-deserved promotion of Raj Vig and appointment of Phil Tseng. We have worked together as partners for more than 15
years and together we built an industry-leading private credit platform. Raj and Phil have been instrumental in the growth of the US Private Capital team at BlackRock and are well equipped to continue to build on TCPC’s successful track record of
delivering strong results for shareholders. I am especially proud that we have attracted and developed a deep bench of first-class investment talent that allows for this smooth transition.”
Raj Vig has more than 20 years of experience in the financial services industry. He joined TCP in 2006 and served as TCPC’s President and Chief Operating Officer since its IPO in 2012. He is currently Co-Head and
Investment Committee Chair of BlackRock’s US Private Capital team. Phil joined TCP in 2004 and was as a managing partner prior to the BlackRock acquisition. He currently serves with Raj as Co-Head of US Private Capital.
Raj Vig, President and Chief Operating Officer of BlackRock TCP Capital Corp. said, “I am grateful to have had the privilege of working alongside Howard Levkowitz for many years. Howard is a leader in the industry and
was a key architect in building the US Private Capital business. I appreciate our Board’s vote of confidence in appointing me Chairman and Chief Executive Officer. I am excited to take on these additional leadership responsibilities and continue
TCPC’s success with my long-time colleague Phil Tseng. We’re well positioned to capitalize on the tremendous opportunity ahead in direct lending. I look forward to continuing to work with our team to leverage the strength of the BlackRock platform
and create value for all of our stakeholders.”
Freddie Reiss, Independent Director of BlackRock TCP Capital Corp. said, “On behalf of our entire Board of Directors, I want to thank Howard Levkowitz for his leadership and vision as well as his many contributions to
the company over the years. Since co-founding TCP more than two decades ago, Howard has built a culture of strong investment performance. Howard and Raj built TCPC into a top-performing BDC with an impressive track record of consistently delivering
strong shareholder returns. Having worked closely with Raj Vig over the years as TCPC’s President and COO, we have tremendous confidence in Raj to build upon TCPC’s success.”
ABOUT BLACKROCK TCP CAPITAL CORP.:
BlackRock TCP Capital Corp. (NASDAQ: 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, Tennenbaum Capital Partners, LLC, a wholly owned, indirect subsidiary of BlackRock, Inc. For more information, visit www.tcpcapital.com.
FORWARD-LOOKING STATEMENTS
Prospective investors considering an investment in BlackRock TCP Capital Corp. should consider the investment objectives, risks and expenses of the Company carefully before investing. This information and other
information about the Company are available in the Company’s filings with the Securities and Exchange Commission ("SEC"). Copies are available on the SEC’s website at www.sec.gov and the Company’s website at www.tcpcapital.com. Prospective investors
should read these materials carefully before investing.
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on estimates, projections, beliefs and
assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ
materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, changes in general economic conditions or changes in the conditions of the industries in which the Company makes
investments, risks associated with the availability and terms of financing, changes in interest rates, availability of transactions, and regulatory changes. Certain factors that could cause actual results to differ materially from those contained in
the forward-looking statements are included in the “Risk Factors” section of the Company’s Form 10-K for the year ended December 31, 2020, and the Company’s subsequent periodic filings with the SEC. Copies are available on the SEC’s website at
www.sec.gov and the Company’s website at www.tcpcapital.com. Forward-looking statements are made as of the date of this press release and are subject to change without notice. The company has no duty and does not undertake any obligation to update or
revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.
SOURCE:
BlackRock TCP Capital Corp.
CONTACT:
BlackRock TCP Capital Corp.
Katie McGlynn
Katie McGlynn
310-899-4948
investor.relations@tcpcapital.com
investor.relations@tcpcapital.com
Exhibit 99.2
June 1, 2021
BlackRock TCP Capital Corp.
2951 28th Street, Suite 1000
Santa Monica, California 90405
Attention: Board of Directors
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Resignation
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BlackRock TCP Capital Corp. Board of Directors:
By this letter, I hereby resign from my position as Chief Executive Officer of BlackRock TCP Capital Corp. (the “Company”), effective as of the close of
business on August 5, 2021. I also hereby resign from my positions as a Director and Chairman of the Board of Directors of the Company effective as of the close of business on September 30, 2021. I am grateful to the Board of Directors of the Company
for the trust and honor of serving the Company’s shareholders.
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Sincerely,
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/s/ Howard M. Levkowitz
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Howard M. Levkowitz
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