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Equibles

10-Q

BlackRock TCP Capital Corp. (TCPC)

10-Q 2021-11-03 For: 2021-09-30
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended September 30, 2021
☐   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 814-00899

BLACKROCK TCP CAPITAL CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware 56-2594706
(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)
2951 28^th^ Street, Suite 1000
Santa Monica, California 90405
(Address of Principal Executive Offices) (Zip Code)

(310) 566-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.001 per share TCPC NASDAQ Global Select Market
(Title of each class) (Trading Symbol(s) ) (Name of each exchange where registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller Reporting company ☐
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 a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of November 3, 2021 was 57,767,264.

BLACKROCK TCP CAPITAL CORP.

FORM 10-Q

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Assets and Liabilities as of September 30, 2021 (unaudited) and December 31, 2020 2
Consolidated Statements of Operations for the three and nine months ended September 30, 2021 (unaudited) and September 30, 2020 (unaudited) 3
Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2021 (unaudited) and September 30, 2020 (unaudited) 4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 (unaudited) and September 30, 2020 (unaudited) 5
Consolidated Schedule of Investments as of September 30, 2021 (unaudited) and December 31, 2020 6
Notes to Consolidated Financial Statements (unaudited) 23
Consolidated Schedule of Changes in Investments in Affiliates for the nine months ended September 30, 2021 (unaudited) and year ended December 31, 2020 47
Consolidated Schedule of Restricted Securities of Unaffiliated Issuers as of September 30, 2021 (unaudited) and December 31, 2020 51
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 53
Item 3. Quantitative and Qualitative Disclosures About Market Risk 66
Item 4. Controls and Procedures 67
Part II. Other Information
Item 1. Legal Proceedings 68
Item 1A. Risk Factors 68
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 69
Item 3. Defaults upon Senior Securities 69
Item 4. Mine Safety Disclosures 69
Item 5. Other Information 69
Item 6. Exhibits 70

BlackRock TCP Capital Corp.

Consolidated Statements of Assets and Liabilities

December 31, 2020
Assets
Investments, at fair value:
Non-controlled, non-affiliated investments (cost of 1,583,532,605 and 1,473,322,720, respectively) 1,577,986,058 $ 1,461,610,769
Non-controlled, affiliated investments (cost of 36,910,529 and 63,114,875, respectively) 81,655,989 68,927,182
Controlled investments (cost of 138,743,968 and 136,332,302, respectively) 97,736,134 99,026,531
Total investments (cost of 1,759,187,102 and 1,672,769,897, respectively) 1,757,378,181 1,629,564,482
Cash and cash equivalents 36,587,629 20,006,580
Interest, dividends and fees receivable 21,609,069 15,571,648
Receivable for investments sold 10,961,011 278,737
Deferred debt issuance costs 4,951,369 4,984,388
Prepaid expenses and other assets 2,019,664 1,581,320
Total assets 1,833,506,923 1,671,987,155
Liabilities
Debt (net of deferred issuance costs of 7,393,385 and 6,308,172, respectively) 977,842,119 850,016,199
Payable for investments purchased 30,965,213 33,275,348
Incentive fees payable 4,744,532 5,020,794
Interest and debt related payables 3,371,130 9,886,085
Reimbursements due to the Advisor 630,581 1,344,756
Management fees payable — 5,753,347
Accrued expenses and other liabilities 1,749,255 1,704,048
Total liabilities 1,019,302,830 907,000,577
Commitments and contingencies (Note 5)
Net assets 814,204,093 $ 764,986,578
Composition of net assets applicable to common shareholders
Common stock, 0.001 par value; 200,000,000 shares authorized, 57,767,264 and 57,767,264<br>   shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively 57,767 $ 57,767
Paid-in capital in excess of par 979,973,202 979,973,202
Distributable earnings (loss) (165,826,876 ) (215,044,391 )
Total net assets 814,204,093 764,986,578
Total liabilities and net assets 1,833,506,923 $ 1,671,987,155
Net assets per share 14.09 $ 13.24

All values are in US Dollars.

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Consolidated Statements of Operations (Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Investment income
Interest income (excluding PIK):
Non-controlled, non-affiliated investments $ 37,697,276 $ 34,362,132 $ 108,621,535 $ 105,290,665
Non-controlled, affiliated investments 33,840 1,047,031 93,408 2,051,272
Controlled investments 1,645,938 1,225,033 4,970,757 4,419,429
PIK income:
Non-controlled, non-affiliated investments 1,165,160 2,275,382 3,459,791 6,244,827
Non-controlled, affiliated investments — 913,580 — 2,779,536
Dividend income:
Non-controlled, non-affiliated investments 64,136 — 1,062,258 —
Non-controlled, affiliated investments 1,227,706 — 4,052,293 —
Controlled investments 623,218 1,270,626 1,768,119 2,000,771
Lease income:
Controlled investments — — — 38,136
Other income:
Non-controlled, non-affiliated investments 190,329 1,753,914 401,483 5,739,886
Non-controlled, affiliated investments 68,475 — 1,095,019 648,799
Total investment income 42,716,078 42,847,698 125,524,663 129,213,321
Operating expenses
Interest and other debt expenses 10,518,017 9,729,241 31,336,260 31,330,324
Management fees 6,769,543 5,883,493 19,138,476 17,804,678
Incentive fees 4,744,532 5,048,103 13,984,436 10,293,407
Professional fees 506,071 437,127 1,376,331 1,438,195
Administrative expenses 407,669 539,947 1,376,473 1,619,841
Director fees 220,786 220,557 765,986 660,789
Insurance expense 149,839 175,080 434,839 525,241
Custody fees 97,676 106,209 241,867 329,649
Other operating expenses 610,350 585,228 1,969,828 1,983,186
Total operating expenses 24,024,483 22,724,985 70,624,496 65,985,310
Net investment income 18,691,595 20,122,713 54,900,167 63,228,011
Realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Non-controlled, non-affiliated investments 2,856,902 (2,077,025 ) 4,699,586 2,333,558
Non-controlled, affiliated investments 5,068,545 (15,918,435 ) 6,096,601 (15,918,435 )
Controlled investments — — — 129,950
Net realized gain (loss) 7,925,447 (17,995,460 ) 10,796,187 (13,454,927 )
Net change in unrealized appreciation (depreciation):
Non-controlled, non-affiliated investments 2,187,483 23,326,541 6,486,904 (27,714,505 )
Non-controlled, affiliated investments (9,608,818 ) 22,255,450 38,933,146 5,298,718
Controlled investments (2,092,739 ) 1,243,968 (3,702,063 ) (1,534,229 )
Net change in unrealized appreciation (depreciation) (9,514,074 ) 46,825,959 41,717,987 (23,950,016 )
Net realized and unrealized gain (loss) (1,588,627 ) 28,830,499 52,514,174 (37,404,943 )
Realized loss on extinguishment of debt (6,206,289 ) (2,436,913 ) (6,206,289 ) (2,436,913 )
Net increase (decrease) in net assets resulting from operations $ 10,896,679 $ 46,516,299 $ 101,208,052 $ 23,386,155
Basic and diluted earnings (loss) per share $ 0.19 $ 0.81 $ 1.75 $ 0.40
Basic and diluted weighted average common shares outstanding 57,767,264 57,767,264 57,767,264 58,066,434

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Consolidated Statements of Changes in Net Assets (Unaudited)

Common Stock
Shares Par Amount Paid in Capital<br><br><br>in Excess of Par Distributable<br><br><br>earnings (loss) Total Net<br><br><br>Assets
Balance at December 31, 2020 57,767,264 $ 57,767 $ 979,973,202 $ (215,044,391 ) $ 764,986,578
Net investment income — — — 18,441,386 18,441,386
Net realized and unrealized gain — — — 17,043,436 17,043,436
Dividends paid to shareholders — — — (17,330,179 ) (17,330,179 )
Balance at March 31, 2021 57,767,264 57,767 979,973,202 (196,889,748 ) 783,141,221
Net investment income — — — 17,767,186 17,767,186
Net realized and unrealized gain — — — 37,059,365 37,059,365
Dividends paid to shareholders — — — (17,330,179 ) (17,330,179 )
Balance at June 30, 2021 57,767,264 $ 57,767 $ 979,973,202 $ (159,393,376 ) $ 820,637,593
Net investment income — — — 18,691,595 18,691,595
Net realized and unrealized loss — — — (1,588,627 ) (1,588,627 )
Realized loss on extinguishment of debt — — — (6,206,289 ) (6,206,289 )
Dividends paid to shareholders — — — (17,330,179 ) (17,330,179 )
Balance at September 30, 2021 57,767,264 $ 57,767 $ 979,973,202 $ (165,826,876 ) $ 814,204,093
Common Stock
Shares Par Amount Paid in Capital<br><br><br>in Excess of Par Distributable<br><br><br>earnings (loss) Total Net<br><br><br>Assets
Balance at December 31, 2019 58,766,426 $ 58,766 $ 997,379,362 $ (221,119,742 ) $ 776,318,386
Issuance of common stock from dividend reinvestment plan 486 1 3,038 — 3,039
Repurchase of common stock (1,000,000 ) (1,000 ) (6,099,190 ) — (6,100,190 )
Net investment income — — — 22,052,924 22,052,924
Net realized and unrealized loss — — — (91,534,335 ) (91,534,335 )
Dividends paid to shareholders — — — (21,155,913 ) (21,155,913 )
Balance at March 31, 2020 57,766,912 $ 57,767 $ 991,283,210 $ (311,757,066 ) $ 679,583,911
Issuance of common stock from dividend reinvestment plan 352 — 3,214 — 3,214
Net investment income — — — 21,052,373 21,052,373
Net realized and unrealized gain — — — 25,298,894 25,298,894
Dividends paid to shareholders — — — (20,796,088 ) (20,796,088 )
Balance at June 30, 2020 57,767,264 $ 57,767 $ 991,286,424 $ (286,201,887 ) $ 705,142,304
Net investment income — — — 20,122,713 20,122,713
Net realized and unrealized gain — — — 28,830,499 28,830,499
Realized loss on extinguishment of debt (2,436,913 ) (2,436,913 )
Dividends paid to shareholders — — — (17,330,179 ) (17,330,179 )
Balance at September 30, 2020 57,767,264 $ 57,767 $ 991,286,424 $ (257,015,767 ) $ 734,328,424

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,
2021 2020
Operating activities
Net increase (decrease) in net assets resulting from operations $ 101,208,052 $ 23,386,155
Adjustments to reconcile net increase (decrease) in net assets resulting from<br><br><br>operations to net cash provided by (used in) operating activities:
Net realized (gain) loss (10,796,187 ) 13,454,927
Realized loss on extinguishment of debt 6,206,289 2,436,913
Change in net unrealized (appreciation) depreciation of investments (41,396,496 ) 23,545,215
Net amortization of investment discounts and premiums (8,013,758 ) (6,403,254 )
Amortization of original issue discount on debt 1,041,983 896,286
Interest and dividend income paid in kind (3,459,791 ) (9,024,363 )
Amortization of deferred debt issuance costs 2,781,330 2,635,272
Changes in assets and liabilities:
Purchases of investments (571,652,589 ) (268,627,023 )
Proceeds from sales, maturities and paydowns of investments 507,505,120 267,794,042
Decrease (increase) in interest, dividends and fees receivable (6,037,421 ) 1,806,831
Decrease (increase) in receivable for investments sold (10,682,274 ) 1,149,394
Decrease (increase) in prepaid expenses and other assets (438,344 ) 2,411
Increase (decrease) in payable for investments purchased (2,310,135 ) (6,471,484 )
Increase (decrease) in incentive fees payable (276,262 ) 294,432
Increase (decrease) in interest and debt related payables (6,514,955 ) (7,909,781 )
Increase (decrease) in reimbursements due to the Advisor (714,175 ) (1,001,114 )
Increase (decrease) in management fees payable (5,753,347 ) 258,876
Increase (decrease) in accrued expenses and other liabilities 45,207 (428,745 )
Net cash provided by (used in) operating activities (49,257,753 ) 37,794,990
Financing activities
Draws on credit facilities 743,804,552 380,175,324
Repayments of credit facility draws (767,666,078 ) (358,518,019 )
Payments of debt issuance costs (4,173,136 ) (3,475,314 )
Dividends paid to shareholders (51,990,537 ) (59,282,180 )
Repurchase of shares — (6,100,190 )
Repayment of unsecured notes (180,740,000 ) —
Proceeds from issuance of unsecured notes 326,604,000 —
Proceeds from shares issued in connection with dividend reinvestment plan — 6,253
Net cash provided by (used in) financing activities 65,838,801 (47,194,126 )
Net increase (decrease) in cash and cash equivalents (including restricted cash) 16,581,049 (9,399,136 )
Cash and cash equivalents (including restricted cash) at beginning of period 20,006,580 44,848,539
Cash and cash equivalents (including restricted cash) at end of period $ 36,587,629 $ 35,449,403
Supplemental cash flow information
Interest payments $ 32,810,366 $ 34,765,953

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited)

September 30, 2021

Issuer Instrument Ref Floor Spread Total<br><br><br>Coupon Maturity Principal Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Debt Investments^(A)^
Aerospace and Defense
Unanet, Inc. First Lien Delayed Draw Term Loan LIBOR(M) — 6.25 % 6.38 % 5/31/2024 $ 5,127,551 $ 5,082,285 $ 5,150,510 0.29 % N
Unanet, Inc. First Lien Term Loan LIBOR(M) — 6.25 % 6.38 % 5/31/2024 $ 19,897,959 19,779,327 19,957,653 1.11 % N
Unanet, Inc. Sr Secured Revolver LIBOR(M) — 6.25 % 6.38 % 5/31/2024 $ 2,448,980 2,435,180 2,448,980 0.14 % N
27,296,792 27,557,143 1.54 %
Airlines
Epic Aero, Inc. Unsecured Notes Fixed — 2.00 % 2.00 % 12/31/2022 $ 6,506,123 6,506,123 6,349,976 0.35 % N
Mesa Airlines, Inc. First Lien Incremental Term Loan LIBOR(M) 2.00 % 5.00 % 7.00 % 9/27/2023 $ 1,416,064 1,406,554 1,416,064 0.08 % N
Mesa Airlines, Inc. First Lien Term Loan LIBOR(M) 2.00 % 5.00 % 7.00 % 6/5/2023 $ 10,841,743 10,777,537 10,841,743 0.60 % N
One Sky Flight, LLC First Lien Term Loan LIBOR(S) 1.00 % 7.50 % 8.50 % 12/27/2024 $ 17,026,431 16,795,287 17,026,431 0.96 % N
35,485,501 35,634,214 1.99 %
Automobiles
ALCV Purchaser, Inc. (AutoLenders) First Lien Term Loan LIBOR(M) 1.00 % 6.75 % 7.75 % 2/25/2026 $ 8,523,951 8,404,547 8,711,478 0.49 % G/N
ALCV Purchaser, Inc. (AutoLenders) First Lien Revolver LIBOR(M) 1.00 % 6.75 % 7.75 % 2/25/2026 $ — (9,106 ) — — G/K/N
Autoalert, LLC First Lien Incremental Term Loan LIBOR(Q) 1.25 % 8.75 % 10.00 % 1/1/2023 $ 41,207,522 41,189,007 39,806,466 2.22 % N
Autoalert, LLC First Lien Incremental Term Loan LIBOR(Q) 1.25 % 8.75 % 10.00 % 1/1/2023 $ 16,307,846 16,290,963 15,753,379 0.87 % N
65,875,411 64,271,323 3.58 %
Building Products
Porcelain Acquisition Corporation (Paramount) First Lien Term Loan LIBOR(Q) 1.00 % 6.00 % 7.00 % 4/30/2027 $ 6,253,991 6,133,977 6,216,467 0.35 % N
Porcelain Acquisition Corporation (Paramount) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 6.00 % 7.00 % 4/30/2027 $ — (50,027 ) (16,122 ) — K/N
6,083,950 6,200,345 0.35 %
Capital Markets
Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) LIBOR(S) 1.50 % 7.25 % 8.75 % 2/7/2025 $ 21,791,007 21,099,107 22,008,917 1.23 % L/N
Commercial Services & Supplies
Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Term Loan LIBOR(Q) 0.75 % 7.25 % 8.00 % 8/31/2029 $ 7,767,802 7,652,344 7,666,821 0.43 % N
Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Delayed Draw Term Loan LIBOR(Q) 0.75 % 7.25 % 8.00 % 8/31/2029 $ — (9,863 ) (17,280 ) — K/N
7,642,481 7,649,541 0.43 %
Communications Equipment
Avanti Communications Jersey Limited (United Kingdom) 1.25 Lien Term Loan Fixed — 12.50% PIK 12.50 % 6/30/2022 $ 255,130 255,130 255,130 0.01 % H/N
Avanti Communications Jersey Limited (United Kingdom) 1.5 Lien Delayed Draw Term Loan Fixed — 12.50% PIK 12.50 % 6/30/2022 $ 1,504,881 1,504,881 1,504,881 0.09 % H/N
Avanti Communications Jersey Limited (United Kingdom) 1.5 Lien Term Loan Fixed — 12.50% PIK 12.50 % 6/30/2022 $ 350,574 323,186 350,574 0.02 % H/N
Avanti Communications Jersey Limited (United Kingdom) 1.25 Lien Term Loan Fixed — 12.50% PIK 12.50 % 6/30/2022 $ 866,989 866,989 866,989 0.05 % H/N
Avanti Communications Group, PLC (United Kingdom) Sr New Money Initial Note Fixed — 9.00% PIK — 10/1/2022 $ 1,592,934 1,591,586 403,012 0.02 % C/E/G/H/N
Avanti Communications Group, PLC (United Kingdom) Sr Second-Priority PIK Toggle Note Fixed — 9.00% PIK — 10/1/2022 $ 4,064,721 4,064,219 1,028,374 0.06 % C/E/G/H/N
8,605,991 4,408,960 0.25 %
Construction and Engineering
Hylan Datacom & Electrical, LLC First Lien Incremental Term Loan LIBOR(M) 1.00 % 5.50% Cash + 4.50% PIK — 7/25/2022 $ 2,762,103 2,748,333 1,818,845 0.10 % C/N
Hylan Datacom & Electrical, LLC First Lien Term Loan (3.15% Exit Fee) LIBOR(M) 1.00 % 5.50% Cash + 4.50% PIK — 7/25/2022 $ 15,006,548 14,982,182 9,881,812 0.55 % C/L/N
Hylan Datacom & Electrical, LLC First Lien Term Loan LIBOR(M) 1.00 % 10.00 % 11.00 % 7/25/2022 $ 368,944 368,944 368,944 0.02 % N
Sunland Asphalt & Construction, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 6.00 % 7.00 % 1/13/2026 $ 2,189,564 2,151,073 2,167,668 0.12 % N
Sunland Asphalt & Construction, LLC First Lien Revolver LIBOR(Q) 1.00 % 6.00 % 7.00 % 1/13/2022 $ 41,006 32,764 27,474 — N
Sunland Asphalt & Construction, LLC First Lien Term Loan LIBOR(Q) 1.00 % 6.00 % 7.00 % 1/13/2026 $ 6,511,714 6,398,538 6,446,597 0.36 % N
26,681,834 20,711,340 1.15 %

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2021

Issuer Instrument Ref Floor Spread Total<br><br><br>Coupon Maturity Principal Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Debt Investments (continued)
Consumer Finance
Barri Financial Group, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.75 % 8.75 % 6/30/2026 $ 14,687,986 $ 14,409,704 $ 14,834,866 0.83 % N
Barri Financial Group, LLC First Lien Incremental Term Loan LIBOR(M) 1.00 % 7.75 % 8.75 % 6/30/2026 $ 12,873,334 12,554,287 13,002,067 0.72 % N
26,963,991 27,836,933 1.55 %
Distributors
Colony Display, LLC First Lien Term Loan LIBOR(Q) 1.00 % 6.50 % 7.50 % 6/30/2026 $ 6,899,594 6,769,152 6,823,699 0.38 % N
Colony Display, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 6.50 % 7.50 % 6/30/2026 $ — (67,259 ) (38,921 ) — K/N
6,701,893 6,784,778 0.38 %
Diversified Consumer Services
Razor Group GmbH (Germany) First Lien Delayed Draw Term Loan LIBOR(M) 1.00 % 9.00 % 10.00 % 9/30/2025 $ 24,418,325 24,727,595 24,318,098 1.35 % H/N
Razor Group GmbH (Germany) First Lien Sr Secured Convertible Term Loan Fixed — 3.50% Cash + 3.50% PIK 7.00 % 10/2/2023 $ 4,467,084 4,467,084 6,026,096 0.34 % H/N
Spark Networks, Inc. First Lien Term Loan LIBOR(Q) 1.50 % 8.00 % 9.50 % 7/1/2023 $ 16,801,858 16,513,519 16,632,159 0.93 % N
Spark Networks, Inc. First Lien Term Loan B LIBOR(Q) 1.50 % 8.00 % 9.50 % 7/1/2023 $ 1,042,916 1,021,018 1,032,382 0.06 % N
Spark Networks, Inc. Sr Secured Revolver LIBOR(Q) 1.50 % 8.00 % 9.50 % 7/1/2023 $ — (15,557 ) (7,544 ) — K/N
Thras.io, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 12/18/2026 $ 9,914,785 9,693,093 10,013,933 0.56 % N
Thras.io, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 12/18/2026 $ 14,947,289 14,605,989 15,096,762 0.84 % N
Thras.io, LLC First Lien Incremental Delayed Draw Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 12/18/2026 $ — (43,938 ) 87,877 — K/N
Thras.io, LLC First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 12/18/2026 $ 8,765,571 8,721,743 8,853,227 0.49 % N
Whele, LLC (Perch) First Lien Incremental Term Loan LIBOR(M) 1.00 % 7.50 % 8.50 % 10/15/2025 $ 20,323,258 20,495,626 20,485,845 1.14 % N
100,186,172 102,538,835 5.71 %
Diversified Financial Services
2-10 Holdco, Inc. First Lien Term Loan LIBOR(Q) 0.75 % 6.00 % 6.75 % 3/26/2026 $ 8,313,506 8,273,026 8,303,529 0.46 % N
2-10 Holdco, Inc. Sr Secured Revolver LIBOR(Q) 0.75 % 6.00 % 6.75 % 3/26/2026 $ — (1,683 ) (868 ) — K/N
36th Street Capital Partners Holdings, LLC Senior Note Fixed — 12.00 % 12.00 % 11/30/2025 $ 43,793,028 43,793,028 43,793,028 2.44 % E/F/N
Credit Suisse AG (Cayman Islands) Asset-Backed Credit Linked Notes LIBOR(Q) — 9.50 % 9.69 % 4/12/2025 $ 38,000,000 38,000,000 31,616,000 1.76 % H/I/N
Oasis Financial, LLC Second Lien Term Loan LIBOR(M) 1.00 % 8.50 % 9.50 % 7/5/2026 $ 17,633,544 17,319,890 17,386,674 0.97 % N
Worldremit Group Limited (United Kingdom) First Lien Term Loan (3.0% Exit Fee) LIBOR(Q) 1.00 % 9.25 % 10.25 % 2/11/2025 $ 43,629,951 42,875,066 42,787,893 2.39 % H/L/N
150,259,327 143,886,256 8.02 %
Diversified Telecommunication Services
Aventiv Technologies, Inc. (Securus) Second Lien Term Loan LIBOR(Q) 1.00 % 8.25 % 9.25 % 11/1/2025 $ 25,846,154 25,695,467 23,901,231 1.33 %
MetroNet Systems Holdings, LLC Second Lien Term Loan LIBOR(M) 0.75 % 7.00 % 7.75 % 6/2/2029 $ 4,016,257 3,957,828 4,005,413 0.22 % N
MetroNet Systems Holdings, LLC Second Lien Delayed Draw Term Loan LIBOR(M) 0.75 % 7.00 % 7.75 % 6/2/2029 $ 8,268,764 8,109,039 8,246,439 0.46 % N
Telarix, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 6.00 % 7.00 % 11/19/2023 $ 7,331,250 7,277,542 6,283,614 0.35 % N
Telarix, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 6.00 % 7.00 % 11/19/2023 $ — (2,375 ) (51,036 ) — K/N
45,037,501 42,385,661 2.36 %
Electric Utilities
Conergy Asia & ME Pte. Ltd. (Singapore) First Lien Term Loan Fixed — — — 12/31/2021 $ 2,110,141 2,110,141 971,298 0.05 % D/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed — — — 12/31/2021 $ 6,578,877 6,578,877 101,315 0.01 % D/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility Fixed — — — 12/31/2021 $ 5,535,517 5,535,517 2,011,053 0.11 % D/F/H/N
14,224,535 3,083,666 0.17 %
Health Care Technology
Appriss Health, LLC (PatientPing) First Lien Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 5/6/2027 $ 8,167,961 8,026,908 8,078,113 0.45 % N
Appriss Health, LLC (PatientPing) First Lien Revolver LIBOR(Q) 1.00 % 7.25 % 8.25 % 5/6/2027 $ — (10,166 ) (5,990 ) — K/N
CareATC, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 3/14/2024 $ 8,342,620 8,249,661 8,426,046 0.47 % N
CareATC, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 7.25 % 8.25 % 3/14/2024 $ — (6,090 ) — — K/N
ESO Solutions, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 5/3/2027 $ 14,702,329 14,420,312 14,658,222 0.82 % N
ESO Solutions, Inc. First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 5/3/2027 $ 4,594,478 4,504,586 4,580,694 0.26 % N
ESO Solutions, Inc. First Lien Revolver LIBOR(Q) 1.00 % 7.00 % 8.00 % 5/3/2027 $ — (32,634 ) (5,251 ) — K/N
Edifecs, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 9/21/2026 $ 1,378,472 1,348,883 1,430,854 0.08 % N
Gainwell Acquisition Corp. Second Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/2/2028 $ 5,727,820 5,699,181 5,802,281 0.32 % N
Sandata Technologies, LLC First Lien Term Loan LIBOR(Q) — 6.00 % 6.19 % 7/23/2024 $ 20,250,000 20,063,934 20,452,500 1.14 % N
Sandata Technologies, LLC Sr Secured Revolver LIBOR(Q) — 6.00 % 6.19 % 7/23/2024 $ — (19,598 ) — — K/N
62,244,977 63,417,469 3.54 %

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2021

Issuer Instrument Ref Spread Total<br><br><br>Coupon Maturity Principal Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Debt Investments (continued)
Healthcare Providers and Services
INH Buyer, Inc. (IMS Health) First Lien Term Loan LIBOR(S) 1.00 % 6.00 % 7.00 % 6/28/2028 $ 4,500,000 $ 4,412,417 $ 4,494,375 0.25 % N
Team Services Group, LLC Second Lien Term Loan LIBOR(S) 1.00 % 9.00 % 10.00 % 11/13/2028 $ 25,000,000 24,250,133 25,062,500 1.40 % G/N
Team Services Group, LLC Second Lien Incremental Term Loan LIBOR(S) 1.00 % 9.00 % 10.00 % 11/13/2028 $ 2,855,847 2,827,289 2,862,987 0.16 % N
Tempus, LLC (Epic Staffing) First Lien Term Loan LIBOR(Q) 1.00 % 6.00 % 7.00 % 2/5/2027 $ 4,064,037 3,988,441 4,145,318 0.23 % N
Tempus, LLC (Epic Staffing) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 6.25 % 7.25 % 2/5/2027 $ — (14,422 ) 15,811 — K/N
Tempus, LLC (Epic Staffing) First Lien Incremental Delayed Draw Term Loan LIBOR(Q) 1.00 % 6.25 % 7.25 % 2/5/2027 $ — (32,939 ) 65,878 — K/N
35,430,919 36,646,869 2.04 %
Hotels, Restaurants and Leisure
Fishbowl, Inc. First Lien Term Loan LIBOR(Q) — 9.75 % 9.94 % 1/26/2022 $ 26,805,688 26,760,830 10,534,635 0.59 % N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Incremental Term Loan LIBOR(Q) 1.00 % 8.25 % 9.25 % 12/20/2021 $ 5,648,822 5,753,482 4,987,910 0.28 % N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Term Loan LIBOR(Q) 1.00 % 8.25 % 9.25 % 12/20/2021 $ 13,510,298 13,753,534 11,929,593 0.66 % N
Pegasus Business Intelligence, LP (Onyx Centersource) Revolver LIBOR(Q) 1.00 % 8.25 % 9.25 % 12/20/2021 $ 671,356 683,468 592,807 0.03 % N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Term Loan LIBOR(Q) 1.00 % 8.25 % 9.25 % 9/24/2024 $ 373,829 304,175 373,829 0.02 % N
47,255,489 28,418,774 1.58 %
Insurance
AmeriLife Holdings, LLC Second Lien Term Loan LIBOR(S) 1.00 % 8.50 % 9.50 % 3/18/2028 $ 21,356,400 20,984,240 21,569,964 1.20 % N
AmeriLife Holdings, LLC Second Lien Incremental Term Loan LIBOR(S) 1.00 % 8.50 % 9.50 % 3/18/2028 $ 7,454,593 7,334,537 7,529,139 0.43 % N
IT Parent, LLC (Insurance Technologies) First Lien Term Loan LIBOR(M) 1.00 % 6.25 % 7.25 % 10/1/2026 $ 4,342,188 4,268,807 4,385,609 0.24 % N
IT Parent, LLC (Insurance Technologies) First Lien Incremental Term Loan LIBOR(M) 1.00 % 6.25 % 7.25 % 10/1/2026 $ 553,599 543,359 559,135 0.03 % N
IT Parent, LLC (Insurance Technologies) Sr Secured Revolver LIBOR(M) 1.00 % 6.25 % 7.25 % 10/1/2026 $ 166,667 156,137 166,667 0.01 % N
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) First Lien Delayed Draw Term Loan LIBOR(S) 1.00 % 6.25 % 7.25 % 3/31/2026 $ 3,988,428 3,916,222 4,028,312 0.22 % N
37,203,302 38,238,826 2.13 %
Internet and Catalog Retail
Live Auctioneers, LLC First Lien Last Out B-2 Term Loan LIBOR(M) 1.00 % 6.76 % 7.76 % 5/21/2025 $ 13,714,828 13,527,297 13,851,976 0.77 % N
Live Auctioneers, LLC First Lien Term Loan LIBOR(M) 1.00 % 6.76 % 7.76 % 5/21/2025 $ 5,357,645 5,266,992 5,411,221 0.30 % N
Syndigo, LLC Second Lien Term Loan LIBOR(S) 0.75 % 8.00 % 8.75 % 12/14/2028 $ 12,141,870 11,970,982 12,157,047 0.68 % G/N
30,765,271 31,420,244 1.75 %
Internet Software and Services
Acquia, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 11/1/2025 $ 16,648,997 16,404,656 16,773,864 0.94 % N
Acquia, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 7.00 % 8.00 % 11/1/2025 $ 144,303 119,592 144,303 0.01 % N
Acquia, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 11/1/2025 $ 7,906,722 7,749,145 7,966,023 0.44 % N
Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) LIBOR(M) 1.50 % 5.50% Cash + 2.50% PIK 9.50 % 4/1/2025 $ 54,490,191 54,256,480 55,089,583 3.08 % L/N
Domo, Inc. First Lien PIK Term Loan Fixed — 9.50% PIK 9.50 % 4/1/2025 $ 2,758,653 268,775 2,780,722 0.16 % N
FinancialForce.com, Inc. First Lien Delayed Draw Term Loan (3.0% Exit Fee) LIBOR(M) 2.75 % 6.75 % 9.50 % 2/1/2024 $ 28,000,000 27,710,802 28,252,000 1.57 % L/N
FinancialForce.com, Inc. First Lien Incremental Delayed Draw Term Loan (3.0% Exit Fee) LIBOR(M) 2.75 % 6.75 % 9.50 % 2/1/2024 $ 9,500,000 9,427,453 9,585,500 0.53 % L/N
Foursquare Labs, Inc. First Lien Term Loan (5.0% Exit Fee) LIBOR(M) 2.19 % 7.25 % 9.44 % 10/1/2022 $ 33,750,000 33,636,413 33,885,000 1.89 % L/N
Foursquare Labs, Inc. First Lien Incremental Term Loan LIBOR(M) 2.19 % 7.25 % 9.44 % 10/1/2022 $ 7,500,000 7,372,927 7,507,500 0.42 % N
Foursquare Labs, Inc. First Lien Incremental Term Loan LIBOR(M) 2.19 % 7.25 % 9.44 % 5/1/2023 $ 2,500,000 2,483,315 2,537,500 0.14 % N
Magenta Buyer, LLC (McAfee) Second Lien Term Loan LIBOR(Q) 0.75 % 8.25 % 9.00 % 7/27/2029 $ 20,000,000 19,713,573 20,000,000 1.11 % G/N
MetricStream, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 9/28/2024 $ 23,104,483 22,745,800 22,711,707 1.27 % N
MetricStream, Inc. First Lien Incremental Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 9/28/2024 $ 3,554,536 3,492,052 3,494,109 0.19 % N
Persado, Inc. First Lien Delayed Draw Term Loan (4.25% Exit Fee) LIBOR(M) 1.80 % 7.00 % 8.80 % 2/1/2025 $ 8,782,078 8,721,794 8,738,168 0.49 % L/N
Pluralsight, Inc. First Lien Term Loan LIBOR(S) 1.00 % 8.00 % 9.00 % 4/6/2027 $ 28,401,250 27,865,728 28,429,652 1.58 % N
Pluralsight, Inc. First Lien Revolver LIBOR(S) 1.00 % 8.00 % 9.00 % 4/6/2027 $ — (44,460 ) — — K/N
Pluralsight, Inc. First Lien Incremental Term Loan LIBOR(S) 1.00 % 8.00 % 9.00 % 4/6/2027 $ 4,181,622 4,101,795 4,185,804 0.23 % N
Quartz Holding Company (Quick Base) Second Lien Term Loan LIBOR(M) — 8.00 % 8.09 % 4/2/2027 $ 9,903,019 9,746,120 9,903,019 0.55 % N
ResearchGate GmBH (Germany) First Lien Term Loan (4.0% Exit Fee) IBOR(Q) — 8.55 % 8.55 % 10/1/2022 € 6,714,000 8,137,143 8,583,588 0.48 % H/L/N/O
263,909,103 270,568,042 15.08 %

All values are in Euros.

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2021

Issuer Instrument Ref Floor Spread Total<br><br><br>Coupon Maturity Principal Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Debt Investments (continued)
IT Services
Ensono, Inc. Second Lien Term Loan B LIBOR(S) — 8.00 % 8.17 % 5/28/2029 $ 15,000,000 $ 14,855,145 $ 15,210,000 0.85 % N
Puppet, Inc. First Lien Term Loan (3.0% Exit Fee) LIBOR(Q) 1.00 % 8.50 % 9.50 % 6/19/2023 $ 13,930,936 13,697,567 13,721,972 0.76 % L/N
Xactly Corporation First Lien Incremental Term Loan B LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ 4,996,644 4,968,102 4,996,644 0.28 % N
Xactly Corporation First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ 2,726,918 2,715,165 2,726,918 0.15 % N
Xactly Corporation First Lien Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ 6,948,120 6,921,265 6,948,120 0.39 % N
Xactly Corporation Sr Secured Revolver LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ — (2,864 ) — — K/N
43,154,380 43,603,654 2.43 %
Leisure Products
Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 5.75% cash + 3.50% PIK 10.25 % 6/15/2024 $ 59,527 58,952 57,694 — N
Blue Star Sports Holdings, Inc. First Lien Revolver LIBOR(Q) 1.00 % 5.75% cash + 3.50% PIK 10.25 % 6/15/2024 $ 119,208 118,122 115,536 0.01 % N
Blue Star Sports Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 5.75% cash + 3.50% PIK 10.25 % 6/15/2024 $ 1,660,226 1,644,137 1,609,091 0.09 % N
1,821,211 1,782,321 0.10 %
Machinery
Sonny's Enterprises, LLC First Lien Term Loan LIBOR(M) 1.00 % 6.75 % 7.75 % 8/5/2026 $ 3,763,116 3,692,840 3,796,985 0.21 % N
Sonny's Enterprises, LLC First Lien Delayed Draw Term Loan LIBOR(M) 1.00 % 6.75 % 7.75 % 8/5/2026 $ 9,155,872 8,993,094 9,238,274 0.51 % N
Sonny's Enterprises, LLC First Lien Incremental Delayed Draw Term Loan LIBOR(M) 1.00 % 6.75 % 7.75 % 8/5/2026 $ 988,356 969,934 997,251 0.06 % N
13,655,868 14,032,510 0.78 %
Media
Khoros, LLC (Lithium) First Lien Incremental Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ 7,131,905 7,085,931 7,117,641 0.40 % N
Khoros, LLC (Lithium) First Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ 20,884,731 20,777,530 20,842,961 1.16 % N
Khoros, LLC (Lithium) Sr Secured Revolver LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ — (7,194 ) (3,056 ) — K/N
Khoros, LLC (Lithium) Sr Secured Revolver LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ — (2,666 ) (910 ) — K/N
NEP II, Inc. Second Lien Term Loan LIBOR(M) — 7.00 % 7.08 % 10/19/2026 $ 14,500,000 14,006,587 13,986,483 0.78 % G/N
Quora, Inc. First Lien Term Loan PIK (4.0% Exit Fee) Fixed — 10.10% PIK 10.10 % 5/1/2024 $ 126,926 126,926 126,418 0.01 % L/N
Quora, Inc. First Lien Term Loan (4.0% Exit Fee) Fixed — 10.10% PIK 10.10 % 5/1/2024 $ 12,692,602 12,560,062 12,616,447 0.70 % L/N
54,547,176 54,685,984 3.05 %
Metal and Mining
Neenah Foundry Company First Lien Term Loan B LIBOR(Q) 1.00 % 9.00 % 10.00 % 12/13/2022 $ 2,718,931 2,631,324 2,718,931 0.15 % N
Oil, Gas and Consumable Fuels
Iracore International Holdings, Inc. First Lien Term Loan LIBOR(M) 1.00 % 9.00 % 10.00 % 4/12/2024 $ 1,324,140 1,324,140 1,324,140 0.07 % B/N
Personal Products
Olaplex, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.50 % 7.50 % 1/8/2026 $ 13,233,109 13,033,568 13,365,440 0.74 % N
Olaplex, Inc. First Lien Incremental Term Loan LIBOR(M) 1.00 % 6.50 % 7.50 % 1/8/2026 $ 5,072,567 5,029,504 5,123,292 0.29 % N
Olaplex, Inc. Sr Secured Revolver LIBOR(M) 1.00 % 6.50 % 7.50 % 1/8/2025 $ — (17,989 ) — — K/N
18,045,083 18,488,732 1.03 %
Professional Services
Applause App Quality, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 5.00 % 6.00 % 9/20/2022 $ 20,616,514 20,530,384 20,616,514 1.15 % N
Applause App Quality, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 5.00 % 6.00 % 9/20/2022 $ — (5,903 ) — — K/N
CIBT Solutions, Inc. Second Lien Term Loan LIBOR(Q) 1.00 % 1.00% Cash + 6.75% PIK — 6/1/2025 $ 8,146,376 7,567,314 4,317,579 0.24 % C/G
GI Consilio Parent, LLC Second Lien Term Loan LIBOR(M) 0.50 % 7.50 % 8.00 % 5/14/2029 $ 10,000,000 9,903,695 10,020,000 0.56 % N
Dude Solutions Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 6/13/2025 $ 16,800,247 16,541,682 16,968,250 0.95 % N
Dude Solutions Holdings, Inc. First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 6/13/2025 $ 2,216,342 2,178,781 2,238,506 0.12 % N
Dude Solutions Holdings, Inc. First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 6/13/2025 $ 3,609,113 3,509,019 3,681,296 0.21 % N
Dude Solutions Holdings, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 7.25 % 8.25 % 6/13/2025 $ — (31,241 ) — — K/N
iCIMS, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 6.50 % 7.50 % 9/12/2024 $ 121,678 120,437 121,423 0.01 % N
iCIMS, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 6.50 % 7.50 % 9/12/2024 $ 2,351,073 2,322,076 2,346,136 0.13 % N
iCIMS, Inc. First Lien Incremental Term Loan LIBOR(Q) 1.00 % 6.50 % 7.50 % 9/12/2024 $ 353,250 347,628 352,508 0.02 % N
JobandTalent USA, Inc. (United Kingdom) First Lien Delayed Draw Term Loan LIBOR(M) 1.00 % 8.75 % 9.75 % 2/17/2025 $ 7,969,804 7,826,194 8,073,412 0.45 % H/N
JobandTalent USA, Inc. (United Kingdom) First Lien Term Loan LIBOR(M) 1.00 % 8.75 % 9.75 % 2/17/2025 $ 23,909,413 23,485,532 24,220,236 1.35 % H/N
JobandTalent USA, Inc. (United Kingdom) First Lien Incremental Delayed Draw Term Loan LIBOR(M) 1.00 % 8.75 % 9.75 % 2/17/2025 $ 10,620,782 10,426,129 10,758,853 0.60 % H/N
RigUp, Inc. First Lien Delayed Draw Term Loan (3.5% Exit Fee) LIBOR(M) 1.50 % 7.00 % 8.50 % 3/1/2024 $ 29,000,000 28,625,541 29,522,000 1.64 % L/N
VT TopCo, Inc. (Veritext) Second Lien Term Loan LIBOR(M) 0.75 % 6.75 % 7.50 % 8/17/2026 $ 2,666,667 2,649,019 2,686,667 0.15 % N
135,996,287 135,923,380 7.58 %
Real Estate Management and Development
Greystone Affordable Housing Initiatives, LLC First Lien Delayed Draw Term Loan LIBOR(S) 1.25 % 6.00 % 7.25 % 3/2/2026 $ 4,666,667 4,666,667 4,657,333 0.26 % N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2021

Issuer Instrument Ref Floor Spread Total<br><br><br>Coupon Maturity Principal Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Debt Investments (continued)
Road and Rail
Keep Truckin, Inc. First Lien Term Loan LIBOR(M) 1.00 % 7.25 % 8.25 % 4/8/2025 $ 20,000,000 $ 19,724,628 $ 20,000,000 1.12 % N
Keep Truckin, Inc. First Lien Incremental Term Loan LIBOR(M) 1.00 % 7.25 % 8.25 % 4/8/2025 $ 9,880,937 9,738,949 9,880,937 0.55 % N
29,463,577 29,880,937 1.67 %
Software
Aras Corporation First Lien Term Loan LIBOR(Q) 1.00 % 3.25%Cash + 3.75%PIK 8.00 % 4/13/2027 $ 8,806,016 8,641,599 8,735,568 0.49 % N
Aras Corporation First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 3.25% Cash + 3.75%PIK 8.00 % 4/13/2027 $ — (21,467 ) (9,305 ) — K/N
Aras Corporation First Lien Revolver LIBOR(Q) 1.00 % 6.50 % 7.50 % 4/13/2027 $ — (16,100 ) (6,979 ) — K/N
Certify, Inc. First Lien Delayed Draw Term Loan LIBOR(M) 1.00 % 5.75 % 6.75 % 2/28/2024 $ 3,188,631 3,159,082 3,188,631 0.18 % N
Certify, Inc. First Lien Term Loan LIBOR(M) 1.00 % 5.75 % 6.75 % 2/28/2024 $ 23,383,293 23,331,699 23,383,293 1.29 % N
Certify, Inc. Sr Secured Revolver LIBOR(M) 1.00 % 5.75 % 6.75 % 2/28/2024 $ 265,719 251,092 265,719 0.01 % N
CyberGrants Holdings, LLC First Lien Term Loan LIBOR(Q) 0.75 % 6.50 % 7.25 % 9/8/2027 $ 2,833,333 2,790,899 2,790,833 0.16 % N
CyberGrants Holdings, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 0.75 % 6.50 % 7.25 % 9/8/2027 $ — (4,123 ) (4,167 ) — K/N
CyberGrants Holdings, LLC First Lien Revolver LIBOR(Q) 0.75 % 6.50 % 7.25 % 9/8/2027 $ — (4,123 ) (4,167 ) — K/N
Rhode Holdings, Inc. (Kaseya) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 4.00%Cash +3.00%PIK 8.00 % 5/2/2025 $ 1,763,279 1,737,483 1,772,095 0.10 % N
Rhode Holdings, Inc. (Kaseya) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 4.00%Cash +3.00%PIK 8.00 % 5/2/2025 $ 1,523,250 1,502,751 1,530,866 0.09 % N
Rhode Holdings, Inc. (Kaseya) First Lien Incremental Term Loan LIBOR(Q) 1.00 % 4.00%Cash +3.00%PIK 8.00 % 5/2/2025 $ 4,434,666 4,358,338 4,456,839 0.25 % N
Rhode Holdings, Inc. (Kaseya) First Lien Term Loan LIBOR(Q) 1.00 % 4.00%Cash +3.00%PIK 8.00 % 5/2/2025 $ 16,732,396 16,312,232 16,816,058 0.94 % N
Rhode Holdings, Inc. (Kaseya) Sr Secured Revolver LIBOR(Q) 1.00 % 6.50 % 7.50 % 5/2/2025 $ — (15,047 ) — — K/N
Rhode Holdings, Inc. (Kaseya) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 4.00%Cash +3.00%PIK 8.00 % 5/2/2025 $ — (35,972 ) 10,459 — K/N
SEP Raptor Acquisition, Inc. (Loopio) (Canada) First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 3/31/2027 $ 10,469,484 10,272,917 10,511,362 0.59 % H/N
SEP Raptor Acquisition, Inc. (Loopio) (Canada) First Lien Revolver LIBOR(Q) 1.00 % 7.00 % 8.00 % 3/31/2027 $ — (21,334 ) — — H/K/N
SEP Vulcan Acquisition, Inc. (Tasktop) (Canada) First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 3/16/2027 $ 7,836,483 7,688,518 7,914,848 0.44 % H/N
SEP Vulcan Acquisition, Inc. (Tasktop) (Canada) Sr Secured Revolver LIBOR(Q) 1.00 % 7.00 % 8.00 % 3/16/2027 $ — (20,387 ) — — H/K/N
Superman Holdings, LLC (Foundation Software) First Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 8/31/2027 $ 8,753,997 8,564,048 8,929,077 0.50 % N
Superman Holdings, LLC (Foundation Software) First Lien Incremental Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 8/31/2027 $ 1,552,055 1,522,834 1,583,097 0.09 % N
Superman Holdings, LLC (Foundation Software) Sr Secured Revolver LIBOR(Q) 1.00 % 8.00 % 9.00 % 8/31/2026 $ — (25,776 ) — — K/N
Syntellis Performance Solutions, Inc. (Axiom Software) First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 8/2/2027 $ 21,241,379 20,686,746 21,666,207 1.20 % N
Backoffice Associates Holdings, LLC (Syniti) First Lien Revolver PRIME — 6.75 % 10.00 % 4/30/2026 $ 600,105 552,900 570,957 0.03 % N
Backoffice Associates Holdings, LLC (Syniti) First Lien Term Loan LIBOR(S) 1.00 % 7.75 % 8.75 % 4/30/2026 $ 12,827,250 12,467,794 12,609,186 0.70 % N
Backoffice Associates Holdings, LLC (Syniti) First Lien Incremental Term Loan LIBOR(S) 1.00 % 7.75 % 8.75 % 4/30/2026 $ 353,516 342,997 347,506 0.02 % N
Oversight Systems, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.75 % 7.75 % 9/24/2026 $ 4,570,208 4,479,058 4,478,804 0.25 % N
128,498,658 131,536,787 7.33 %
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan) First Lien Term Loan B LIBOR(Q) — 5.50 % 5.62 % 2/12/2025 $ 433,743 415,465 380,067 0.02 % N
Calceus Acquisition, Inc. (Cole Haan) First Lien Sr Secured Notes Fixed — 9.75 % 9.75 % 2/19/2025 $ 20,000,000 19,535,058 19,720,000 1.10 % N
Hanna Andersson, LLC First Lien Term Loan LIBOR(M) 1.00 % 6.25 % 7.25 % 7/2/2026 $ 5,000,000 4,902,687 4,940,000 0.28 % N
USR Parent, Inc. (Staples) First Lien FILO Term Loan LIBOR(M) 1.00 % 8.84 % 9.84 % 9/12/2022 $ 3,474,029 3,454,393 3,474,029 0.19 % N
28,307,603 28,514,096 1.59 %
Textiles, Apparel and Luxury Goods
James Perse Enterprises, Inc. First Lien Term Loan LIBOR(S) 1.00 % 6.25 % 7.25 % 9/8/2027 $ 15,555,556 15,322,584 15,322,222 0.85 % N
James Perse Enterprises, Inc. First Lien Revolver LIBOR(S) 1.00 % 6.25 % 7.25 % 9/8/2027 $ — (28,858 ) (29,167 ) — K/N
WH Buyer, LLC (Anne Klein) First Lien Incremental FILO Term Loan LIBOR(Q) 1.00 % 6.75 % 7.75 % 12/31/2025 $ 4,071,743 4,032,880 4,112,461 0.23 % N
WH Buyer, LLC (Anne Klein) First Lien Incremental FILO Term Loan LIBOR(Q) 1.00 % 6.75 % 7.75 % 12/31/2025 $ 7,804,154 7,733,044 7,882,196 0.44 % N
WH Buyer, LLC (Anne Klein) First Lien FILO Term Loan LIBOR(Q) 1.00 % 7.39 % 8.39 % 12/31/2025 $ 27,664,640 27,461,409 27,941,286 1.56 % N
WH Buyer, LLC (Anne Klein) First Lien Incremental FILO Term Loan LIBOR(Q) 1.00 % 7.39 % 8.39 % 12/31/2025 $ 5,307,692 5,266,586 5,360,769 0.30 % N
Kenneth Cole Productions, Inc. First Lien FILO Term Loan LIBOR(M) 1.00 % 9.50 % 10.50 % 12/28/2023 $ 17,286,487 17,223,873 17,182,768 0.96 % N
PSEB, LLC (Eddie Bauer) First Lien Term Loan LIBOR(Q) 1.50 % 8.00 % 9.50 % 10/12/2023 $ 17,989,003 17,758,686 17,989,003 1.00 % N
94,770,204 95,761,538 5.34 %
Tobacco Related
Juul Labs, Inc. First Lien Term Loan LIBOR(Q) 1.50 % 8.00 % 9.50 % 8/2/2023 $ 26,190,495 26,059,487 26,138,115 1.46 % N
Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom) First Lien Term Loan LIBOR(Q) 0.75 % 6.25 % 7.00 % 9/17/2016 $ 10,000,000 9,750,000 9,750,000 0.54 % H/N
Total Debt Investments - 194.3% of Net Assets 1,611,645,212 1,582,466,594 88.21 %

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2021

Issuer Instrument Expiration Shares Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Equity Securities
Automobiles
Autoalert Acquisition Co, LLC Warrants to Purchase LLC Interest 6/28/2030 7 $ 2,910,423 $ 2,924,771 0.16 % D/E/N
Capital Markets
Pico Quantitative Trading Holdings, LLC Warrants to Purchase Membership Units 2/7/2030 287 645,121 2,471,902 0.14 % D/E/N
Chemicals
AGY Equity, LLC Class A Preferred Stock 1,786,785 485,322 190,167 0.01 % D/E/N
AGY Equity, LLC Class B Preferred Stock 1,250,749 — — — D/E/N
AGY Equity, LLC Class C Common Stock 982,732 — — — D/E/N
485,322 190,167 0.01 %
Communications Equipment
Avanti Communications Group, PLC (United Kingdom) Common Stock 26,576,710 4,902,674 — — D/H/N/O
Diversified Consumer Services
Razor Group GmbH (Germany) Warrants to Purchase Preferred Series A1 Shares 4/28/2028 516 — 3,663,887 0.20 % D/E/H/N
TVG-Edmentum Holdings, LLC Series B-1 Common Units 17,858,122 14,820,592 33,996,624 1.89 % B/E/N
TVG-Edmentum Holdings, LLC Series B-2 Common Units 17,858,122 13,421,162 33,996,624 1.90 % B/D/E/N
28,241,754 71,657,135 3.99 %
Diversified Financial Services
36th Street Capital Partners Holdings, LLC Membership Units 24,740,806 24,740,806 31,746,000 1.77 % E/F/N
Conventional Lending TCP Holdings, LLC Membership Units 19,045,869 19,045,869 18,900,000 1.05 % E/F/I/N
GACP I, LP (Great American Capital) Membership Units 460,486 460,486 1,078,080 0.06 % E/I/N
GACP II, LP (Great American Capital) Membership Units 13,370,590 13,370,590 13,417,920 0.75 % E/I/N
Worldremit Group Limited (United Kingdom) Warrants to Purchase Series D Stock 2/11/2031 34,820 — 841,599 0.05 % D/E/H/N
57,617,751 65,983,599 3.68 %
Electric Utilities
Conergy Asia Holdings Limited (United Kingdom) Class B Shares 1,000,000 1,000,000 — — D/E/F/H/N
Conergy Asia Holdings Limited (United Kingdom) Ordinary Shares 5,318,860 7,833,333 — — D/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Ordinary Shares 2,332,594 — — — D/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Series B Preferred Shares 93,023 1,395,349 — — D/E/F/H/N
Utilidata, Inc. Common Stock 29,094 216,336 — — D/E/N
Utilidata, Inc. Series C Preferred Stock 257,369 153,398 156,000 0.01 % D/E/N
Utilidata, Inc. Series CC Preferred Stock 500,000 500,000 1,000 — D/E/N
11,098,416 157,000 0.01 %
Electronic Equipment, Instruments and Components
Soraa, Inc. Warrants to Purchase Preferred Stock 8/29/2024 3,071,860 478,899 — — D/E/N
Energy Equipment and Services
GlassPoint, Inc. Warrants to Purchase Common Stock 9/12/2029 16 275,200 271,030 0.02 % D/E/N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2021

Issuer Instrument Expiration Shares Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Equity Securities (continued)
Internet Software and Services
Domo, Inc. Common Stock 49,792 $ 1,543,054 $ 4,204,436 0.24 % D
FinancialForce.com, Inc. Warrants to Purchase Series C Preferred Stock 1/30/2029 1,125,000 287,985 619,412 0.03 % D/E/N
Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock 5/4/2027 2,062,500 508,805 1,175,429 0.07 % D/E/N
InMobi, Inc. (Singapore) Warrants to Purchase Common Stock 8/15/2027 1,327,869 212,360 1,689,343 0.09 % D/E/H/N
InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 9/18/2025 1,049,996 276,492 1,449,589 0.08 % D/E/H/N
InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 10/3/2028 1,511,002 93,407 427,201 0.02 % D/E/H/N
ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock 10/30/2029 333,370 202,001 116,600 0.01 % D/E/H/N/O
SnapLogic, Inc. Warrants to Purchase Series Preferred Stock 3/19/2028 1,860,000 377,722 5,500,000 0.31 % D/E/N
3,501,826 15,182,010 0.85 %
IT Services
Fidelis (SVC), LLC Series C Preferred Units 657,932 2,001,384 71,120 — D/E/N
Life Sciences Tools and Services
Envigo RMS Holdings Corp. Common Stock 36 — 790,349 0.04 % D/E/N
Media
NEG Parent, LLC (CORE Entertainment, Inc.) Class A Units 2,720,392 2,772,807 7,196,142 0.41 % B/D/E/N
NEG Parent, LLC (CORE Entertainment, Inc.) Class A Warrants to Purchase Class A Units 10/17/2026 343,387 196,086 428,331 0.02 % B/D/E/N
NEG Parent, LLC (CORE Entertainment, Inc.) Class B Warrants to Purchase Class A Units 10/17/2026 346,794 198,032 432,581 0.02 % B/D/E/N
Quora, Inc. Warrants to Purchase Series D Preferred Stock 4/11/2029 507,704 65,245 169,573 0.01 % D/E/N
SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 4/29/2025 946,498 79,082 45,143 — D/E/H/N
3,311,252 8,271,770 0.46 %
Oil, Gas and Consumable Fuels
Iracore Investments Holdings, Inc. Class A Common Stock 16,207 4,177,710 4,281,547 0.24 % B/D/E/N
Professional Services
Anacomp, Inc. Class A Common Stock 1,255,527 26,711,049 213,440 0.01 % D/E/F/N
Semiconductors and Semiconductor Equipment
Nanosys, Inc. Warrants to Purchase Preferred Stock 3/29/2023 800,000 605,266 962,482 0.05 % D/E/N
Software
Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock 3/26/2027 1,712,930 577,843 1,483,265 0.08 % D/E/N
Total Equity Securities - 21.5% of Net Assets 147,541,890 174,911,587 9.75 %
Total Investments - 215.8% of Net Assets $ 1,759,187,102 $ 1,757,378,181 97.96 %
Cash and Cash Equivalents - 4.5% of Net Assets $ 36,587,629 2.04 %
Total Cash and Investments  - 220.3% of Net Assets $ 1,793,965,810 100.00 % M

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2021

Notes to Consolidated Schedule of Investments:

(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.
(B) Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting  securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.
--- ---
(C) Non-accruing debt investment.
--- ---
(D) Other non-income producing investment.
--- ---
(E) Restricted security. (See Note 2)
--- ---
(F) Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary.  See Consolidated Schedule of Changes in Investments in Affiliates.
--- ---
(G) Investment has been segregated to collateralize certain unfunded commitments.
--- ---
(H) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
--- ---
(I) Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act.  Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
--- ---
(J) Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
--- ---
(K) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.
--- ---
(L) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.
--- ---
(M) All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.
--- ---
(N) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.
--- ---
(O) Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure.
--- ---

LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $575,112,380 and $507,505,120, respectively, for the nine months ended September 30, 2021. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments.  The total value of restricted securities and bank debt as of September 30, 2021 was $1,753,173,745 or 97.7% of total cash and investments of the Company. As of September 30, 2021, approximately 12.9% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments

December 31, 2020

% of Total
Total Fair Cash and
Issuer Instrument Ref Floor Spread Coupon Maturity Principal Cost Value Investments Notes
Debt Investments ^(A)^
Aerospace and Defense
Unanet, Inc. First Lien Delayed Draw Term Loan LIBOR(M) — 6.25 % 6.44 % 5/31/2024 $ 5,127,551 $ 5,072,277 $ 5,005,102 0.30 % N
Unanet, Inc. First Lien Term Loan LIBOR(M) — 6.25 % 6.44 % 5/31/2024 $ 19,897,959 19,747,253 19,579,592 1.19 % N
Unanet, Inc. Sr Secured Revolver LIBOR(M) — 6.25 % 6.44 % 5/31/2024 $ 2,448,980 2,431,281 2,409,796 0.15 % N
27,250,811 26,994,490 1.64 %
Airlines
Mesa Airlines, Inc. Aircraft Acquisition Incremental Loan LIBOR(M) 2.00 % 5.00 % 7.00 % 9/27/2023 $ 1,947,089 1,929,445 1,888,676 0.11 % N
Mesa Airlines, Inc. Aircraft Acquisition Loan LIBOR(M) 2.00 % 5.00 % 7.00 % 6/5/2023 $ 15,488,204 15,358,100 15,116,487 0.92 % N
One Sky Flight, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 12/27/2024 $ 19,000,000 18,679,830 19,190,000 1.16 % N
35,967,375 36,195,163 2.19 %
Automobiles
AutoAlert, LLC First Lien Incremental Term Loan LIBOR(Q) 0.25 % 10.75 % 11.00 % 1/1/2022 $ 41,207,522 41,207,522 38,776,278 2.35 % N
AutoAlert, LLC First Lien Term Loan LIBOR(Q) 0.25 % 10.75 % 11.00 % 1/1/2022 $ 16,307,846 16,307,846 15,345,683 0.93 % N
DealerFX, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 6.25% Cash + 2.00% PIK 9.25 % 2/1/2023 $ 16,520,125 16,365,326 16,404,484 0.99 % N
73,880,694 70,526,445 4.27 %
Building Products
Dodge Data & Analytics, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 3/31/2021 $ 819,552 819,552 819,552 0.05 % N
Dodge Data & Analytics, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 3/31/2021 $ 33,152,046 33,152,046 33,152,046 2.01 % N
33,971,598 33,971,598 2.06 %
Capital Markets
HighTower Holding, LLC Second Lien Term Loan LIBOR(Q) 1.00 % 8.75 % 9.75 % 1/31/2026 $ 15,080,645 14,774,280 15,080,645 0.91 % N
HighTower Holding, LLC Second Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 8.75 % 9.75 % 1/31/2026 $ 6,169,355 6,073,309 6,169,355 0.37 % N
HighTower Holdings Second Lien Term Loan LIBOR(Q) 1.00 % 8.75 % 9.75 % 1/31/2026 $ 6,249,999 6,128,534 6,249,999 0.38 % N
Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) LIBOR(Q) 1.50 % 7.25 % 8.75 % 2/7/2025 $ 21,791,007 20,969,685 21,594,888 1.31 % L/N
47,945,808 49,094,887 2.97 %
Commercial Services and Supplies
Kellermeyer Bergensons Services, LLC First Lien Delayed Draw Term Loan A LIBOR(Q) 1.00 % 6.50 % 7.50 % 11/7/2026 $ 1,423,529 1,411,012 1,437,765 0.09 % N
Kellermeyer Bergensons Services, LLC First Lien Delayed Draw Term Loan B LIBOR(Q) 1.00 % 6.50 % 7.50 % 11/7/2026 $ 371,111 354,609 390,705 0.02 % N
Kellermeyer Bergensons Services, LLC First Lien Term Loan LIBOR(Q) 1.00 % 6.50 % 7.50 % 11/7/2026 $ 6,470,588 6,419,832 6,535,294 0.40 % N
Team Software, Inc. First Lien Incremental Term Loan LIBOR(Q) — 5.50 % 5.81 % 9/17/2023 $ 7,220,080 7,142,178 7,183,980 0.44 % N
Team Software, Inc. First Lien Revolver LIBOR(Q) — 5.50 % 5.81 % 9/17/2023 $ 1,053,363 1,024,123 1,035,807 0.06 % N
Team Software, Inc. First Lien Term Loan LIBOR(Q) — 5.50 % 5.81 % 9/17/2023 $ 13,167,038 13,050,648 13,101,203 0.79 % N
29,402,402 29,684,754 1.80 %
Communications Equipment
Avanti Communications Jersey Limited (United Kingdom) 1.25 Lien Term Loan Fixed — 12.5% PIK 12.50 % 5/24/2021 $ 232,780 232,780 232,780 0.01 % H/N
Avanti Communications Jersey Limited (United Kingdom) 1.5 Lien Delayed Draw Term Loan Fixed — 12.5% PIK 12.50 % 5/24/2021 $ 1,373,054 1,373,054 1,373,054 0.08 % H/N
Avanti Communications Jersey Limited (United Kingdom) 1.5 Lien Term Loan Fixed — 12.5% PIK 12.50 % 5/24/2021 $ 319,776 294,921 319,776 0.02 % H/N
Avanti Communications Group, PLC (United Kingdom) Sr New Money Initial Note Fixed — 9% PIK — 10/1/2022 $ 1,592,934 1,591,586 637,174 0.04 % C/E/G/H/N
Avanti Communications Group, PLC (United Kingdom) Sr Second-Priority PIK Toggle Note Fixed — 9% PIK — 10/1/2022 $ 4,064,721 4,064,219 1,625,888 0.10 % C/E/G/H/N
7,556,560 4,188,672 0.25 %

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2020

% of Total
Total Fair Cash and
Issuer Instrument Ref Floor Spread Coupon Maturity Principal Cost Value Investments Notes
Debt Investments (continued)
Construction and Engineering
Hylan Datacom & Electrical, LLC First Lien Incremental Term Loan LIBOR(Q) 1.00 % 5.50% Cash + 4.50% PIK 11.00 % 7/25/2021 $ 2,658,374 $ 2,645,763 $ 2,261,479 0.14 % N
Hylan Datacom & Electrical, LLC First Lien Term Loan (3.15% Exit Fee) LIBOR(Q) 1.00 % 5.50% Cash + 4.50% PIK 11.00 % 7/25/2021 $ 14,714,236 14,689,002 12,517,400 0.76 % L/N
17,334,765 14,778,879 0.90 %
Consumer Finance
Auto Trakk SPV, LLC First Lien Delayed Draw Term Loan LIBOR(M) 0.50 % 6.50 % 7.00 % 12/21/2021 $ 21,708,042 21,627,288 21,708,042 1.32 % N
Barri Financial Group, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.75 % 8.75 % 10/23/2024 $ 16,386,623 16,058,193 16,550,489 1.00 % N
Open Lending, LLC First Lien Term Loan LIBOR(M) 1.00 % 6.50 % 7.50 % 3/11/2027 $ 4,906,250 4,766,726 4,893,984 0.30 % N
42,452,207 43,152,515 2.62 %
Diversified Consumer Services
Spark Networks, Inc. Sr Secured Revolver LIBOR(Q) 1.50 % 8.00 % 9.50 % 7/1/2023 $ — (22,151 ) (12,272 ) — K/N
Spark Networks, Inc. First Lien Term Loan LIBOR(Q) 1.50 % 8.00 % 9.50 % 7/1/2023 $ 19,848,972 19,372,272 19,551,237 1.19 % N
Spark Networks, Inc. First Lien Term Loan LIBOR(Q) 1.50 % 8.00 % 9.50 % 7/1/2023 $ 1,207,065 1,171,712 1,188,959 0.07 % N
Thras.io, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 12/18/2026 $ — (248,494 ) (248,494 ) (0.02 )% K/N
Thras.io, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 12/18/2026 $ 15,060,241 14,683,735 14,683,735 0.89 % K/N
34,957,074 35,163,165 1.19 %
Diversified Financial Services
36th Street Capital Partners Holdings, LLC Senior Note Fixed — 12.00 % 12.00 % 11/30/2025 $ 40,834,419 40,834,419 40,834,419 2.48 % E/F/N
Aretec Group, Inc. (Cetera) Second Lien Term Loan LIBOR(M) — 8.25 % 8.40 % 10/1/2026 $ 27,105,263 26,876,000 25,478,947 1.54 % G/N
Credit Suisse AG (Cayman Islands) Asset-Backed Credit Linked Notes LIBOR(Q) — 9.50 % 11.50 % 4/12/2025 $ 38,000,000 38,000,000 30,856,000 1.87 % H/I/N
GC Agile Holdings Limited (Apex) (England) First Lien Delayed Term Loan B LIBOR(Q) 1.25 % 7.00 % 8.25 % 6/15/2025 $ 18,788,475 18,490,655 18,675,561 1.13 % H/N
GC Agile Holdings Limited (Apex) (England) First Lien Term Loan A LIBOR(Q) 1.25 % 7.00 % 8.25 % 6/15/2025 $ 816,583 803,983 809,070 0.05 % H/N
RSB-160, LLC (Lat20) First Lien Delayed Draw Term Loan LIBOR(M) 1.00 % 6.00 % 7.00 % 7/20/2022 $ 1,533,333 1,518,675 1,533,333 0.09 % N
126,523,732 118,187,330 7.16 %
Diversified Telecommunication Services
Aventiv Technologies, Inc. (Securus) Second Lien Term Loan LIBOR(Q) 1.00 % 8.25 % 9.25 % 11/1/2025 $ 25,846,154 25,679,341 21,237,009 1.30 %
Telarix, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 6.00 % 7.00 % 11/19/2023 $ 7,368,750 7,295,192 7,242,008 0.44 % N
Telarix, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 6.00 % 7.00 % 11/19/2023 $ — (3,204 ) (6,143 ) — N
32,971,329 28,472,874 1.74 %
Electric Utilities
Conergy Asia & ME Pte. Ltd (Singapore) First Lien Term Loan Fixed — — — 6/30/2021 $ 2,110,141 2,110,141 1,154,036 0.07 % D/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed — — — 12/31/2021 $ 6,578,877 6,578,877 3,336,148 0.20 % D/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility Fixed — — — 12/31/2021 $ 8,668,850 8,668,850 2,114,333 0.13 % D/F/H/N
17,357,868 6,604,517 0.40 %
Electrical Equipment
TCFI Amteck Holdings, LLC First Lien Delayed Draw Term Loan LIBOR(Q) — 6.25 % 6.56 % 12/31/2024 $ 526,131 520,301 526,131 0.03 % N
TCFI Amteck Holdings, LLC First Lien Term Loan LIBOR(Q) — 6.25 % 6.56 % 12/31/2024 $ 8,722,052 8,624,256 8,722,052 0.53 % N
9,144,557 9,248,183 0.56 %

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2020

Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Debt Investments (continued)
Energy Equipment and Services
GlassPoint Solar, Inc. First Lien Incremental Term Loan (4.0% Exit Fee) LIBOR(M) 2.00 % 8.50 % — 8/31/2021 $ 4,245,365 $ 4,234,930 $ 1,018,888 0.06 % C/L/N
GlassPoint Solar, Inc. First Lien Incremental Term Loan A LIBOR(M) 2.00 % 8.50 % 10.50 % 8/31/2021 $ 210,986 210,986 210,986 0.01 % N
GlassPoint Solar, Inc. First Lien Term Loan (5.0% Exit Fee) LIBOR(M) — 11.44 % — 8/31/2021 $ 2,324,588 2,283,788 557,901 0.03 % C/L/N
Sphera Solutions, Inc. (Diamondback) First Lien FILO Term Loan B LIBOR(Q) 1.00 % 7.75 % 10.76 % 6/14/2023 $ 23,377,259 23,115,634 23,073,355 1.40 % N
29,845,338 24,861,130 1.50 %
Health Care Technology
CAREATC, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 3/14/2024 $ 8,502,033 8,381,928 8,587,053 0.52 % N
CAREATC, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 7.25 % 8.25 % 3/14/2024 $ - (7,938 ) — — K/N
Edifecs, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 9/21/2026 $ 1,388,889 1,355,499 1,397,222 0.08 % N
Patient Point Network Solutions, LLC Sr Secured Revolver LIBOR(Q) 1.00 % 8.50 % 9.50 % 6/26/2022 $ - (1,824 ) — — K/N
Patient Point Network Solutions, LLC First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/26/2022 $ 1,172,178 1,166,548 1,172,178 0.07 % N
Patient Point Network Solutions, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/26/2022 $ 6,081,798 6,058,408 6,081,798 0.37 % N
Sandata Technologies, LLC First Lien Term Loan LIBOR(Q) — 6.00 % 6.31 % 7/23/2024 $ 20,250,000 20,016,127 19,723,500 1.20 % N
Sandata Technologies, LLC Sr Secured Revolver LIBOR(Q) — 6.00 % 6.31 % 7/23/2024 $ - (24,784 ) (58,500 ) — K/N
36,943,964 36,903,251 2.24 %
Healthcare Providers and Services
TEAM Services Group Second Lien Term Loan LIBOR(Q) 1.00 % 9.00 % 10.00 % 11/13/2028 $ 25,000,000 24,190,557 24,812,500 1.50 % N
Hotels, Restaurants and Leisure
Fishbowl, Inc. First Lien Term Loan LIBOR(Q) — 9.75 % 10.06 % 1/26/2022 $ 25,990,088 25,818,817 14,944,301 0.91 % N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Incremental Term Loan LIBOR(Q) 1.00 % 6.25 % 9.25 % 12/20/2021 $ 5,648,822 5,753,482 4,818,445 0.29 % N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Term Loan LIBOR(Q) 1.00 % 6.25 % 9.25 % 12/20/2021 $ 13,510,298 13,732,711 11,524,284 0.70 % N
Pegasus Business Intelligence, LP (Onyx Centersource) Revolver LIBOR(Q) 1.00 % 6.25 % 9.25 % 12/20/2021 $ 671,356 682,522 572,666 0.03 % N
45,987,532 31,859,696 1.93 %
Insurance
2-10 Holdco, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.00 % 7.00 % 10/31/2024 $ 3,741,667 3,689,786 3,741,667 0.23 % N
2-10 Holdco, Inc. Sr Secured Revolver LIBOR(M) 1.00 % 6.00 % 7.00 % 10/31/2024 $ - (5,341 ) — — K/N
AmeriLife Holdings, LLC Second Lien Term Loan LIBOR(Q) 1.00 % 8.50 % 9.50 % 3/18/2028 $ 21,356,400 20,952,696 21,228,262 1.29 % N
AmeriLife Holdings, LLC Second Lien Incremental Term Loan LIBOR(Q) 1.00 % 8.50 % 9.50 % 3/18/2028 $ 7,454,593 7,324,604 7,409,865 0.45 % N
IT Parent First Lien Term Loan LIBOR(Q) 1.00 % 6.25 % 7.25 % 10/1/2026 $ 4,375,000 4,290,457 4,353,125 0.26 % N
IT Parent Sr Secured Revolver LIBOR(Q) 1.00 % 6.25 % 7.25 % 10/1/2026 $ 500,000 488,014 496,875 0.03 % N
36,740,216 37,229,794 1.97 %
Internet and Catalog Retail
Live Auctioneers LLC First Lien Last Out B-2 Term Loan LIBOR(Q) 1.00 % 6.76 % 7.76 % 5/21/2025 $ 13,820,056 13,598,260 13,571,295 0.82 % N
Live Auctioneers LLC First Lien Term Loan LIBOR(Q) 1.00 % 6.76 % 7.76 % 5/21/2025 $ 5,398,131 5,290,496 5,300,964 0.32 % N
Syndigo, LLC Second Lien Term Loan LIBOR(Q) 0.75 % 8.00 % 8.75 % 12/14/2028 $ 12,141,870 11,959,742 11,959,742 0.73 % N
30,848,498 30,832,001 3.08 %

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2020

Issuer Instrument Ref Spread Total Coupon Maturity Principal Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Debt Investments (continued)
Internet Software and Services
Acquia Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 11/1/2025 $ 16,648,997 $ 16,366,935 $ 16,898,731 1.02 % N
Acquia Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 7.00 % 8.00 % 11/1/2025 $ - (29,118 ) — — K/N
Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) LIBOR(M) 1.50 % 5.50% Cash + 2.50% PIK 9.50 % 4/1/2025 $ 53,464,245 53,435,610 54,640,458 3.31 % L/N
Domo, Inc. First Lien Term Loan LIBOR(M) — 9.5% PIK 9.50 % 4/1/2025 $ 2,566,973 77,095 2,618,312 0.16 % N
FinancialForce.com, Inc. First Lien Delayed Draw Term Loan (3.0% Exit Fee) LIBOR(M) 2.75 % 6.75 % 9.50 % 2/1/2024 $ 28,000,000 27,623,116 28,336,000 1.72 % L/N
Foursquare Labs, Inc. First Lien Term Loan (5.0% Exit Fee) LIBOR(M) 2.19 % 7.25 % 9.44 % 10/1/2022 $ 33,750,000 33,546,196 33,817,500 2.05 % L/N
Foursquare Labs, Inc. First Lien Incremental Term Loan LIBOR(M) 2.19 % 7.25 % 9.44 % 10/1/2022 $ 7,500,000 7,286,941 7,477,500 0.45 % N
Foursquare First Lien Term Loan LIBOR(M) 2.19 % 7.25 % 9.44 % 5/1/2023 $ 2,500,000 2,475,000 2,555,000 0.15 % N
Metricstream, Inc First Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 9/28/2024 $ 23,104,483 22,670,625 22,642,394 1.37 % N
Persado, Inc. First Lien Delayed Term Loan (4.25% Exit Fee) LIBOR(M) 1.80 % 7.00 % 8.80 % 2/1/2025 $ 8,782,078 8,708,373 8,694,258 0.53 % L/N
Quartz Holding Company (Quick Base) Second Lien Term Loan LIBOR(M) — 8.00 % 8.15 % 4/2/2027 $ 9,903,019 9,729,081 9,816,367 0.60 % N
ResearchGate GmBH (Germany) First Lien Term Loan (4.0% Exit Fee) IBOR (Q) — 8.55 % 8.55 % 10/1/2022 € 6,714,000 8,020,121 8,882,973 0.54 % H/L/N/O
189,909,975 196,379,493 11.90 %
IT Services
Puppet, Inc. First Lien Term Loan (3.0% Exit Fee) LIBOR(Q) 1.00 % 8.50 % 9.50 % 6/19/2023 $ 13,930,936 13,609,649 13,680,179 0.83 % L/N
Web.com Group Inc. Second Lien Term Loan LIBOR(M) — 7.75 % 7.90 % 10/11/2026 $ 19,277,823 19,075,749 18,498,710 1.12 % G/J
Xactly Corporation First Lien Incremental Term Loan B LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ 4,996,644 4,943,694 4,986,650 0.30 % N
Xactly Corporation First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ 2,726,918 2,705,045 2,721,464 0.16 % N
Xactly Corporation First Lien Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ 6,948,120 6,898,077 6,934,224 0.42 % N
Xactly Corporation Sr Secured Revolver LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ - (5,443 ) (1,710 ) — K/N
47,226,771 46,819,517 2.83 %
Leisure Products
Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 5.75% cash + 2.00% PIK 8.75 % 6/15/2024 $ 57,122 56,426 53,397 — N
Blue Star Sports Holdings, Inc. First Lien Revolver LIBOR(Q) 1.00 % 5.75% cash + 2.00% PIK 8.75 % 6/15/2024 $ 114,289 112,927 106,837 0.01 % N
Blue Star Sports Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 5.75% cash + 2.00% PIK 8.75 % 6/15/2024 $ 1,569,444 1,550,003 1,467,116 0.09 % N
1,719,356 1,627,350 0.10 %
Machinery
Sonny's Enterprises, LLC First Lien Term Loan LIBOR(M) 1.00 % 7.00 % 8.00 % 8/5/2026 $ 3,791,553 3,715,824 3,715,722 0.23 % K
Sonny's Enterprises, LLC First Lien Delayed Draw Term Loan LIBOR(M) 1.00 % 7.00 % 8.00 % 8/5/2026 $ - (183,811 ) (184,161 ) (0.01 )% K
3,532,013 3,531,561 0.22 %
Media
Khoros, LLC (Lithium) Sr Secured Revolver LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ 509,379 496,840 474,231 0.03 % N
Khoros, LLC (Lithium) Sr Secured Revolver LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ 151,743 147,099 141,272 0.01 % N
Khoros, LLC (Lithium) First Lien Incremental Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ 7,131,905 7,054,572 6,967,871 0.42 % N
Khoros, LLC (Lithium) First Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ 20,884,731 20,704,358 20,404,382 1.24 % N
NEP II, Inc. Second Lien Term Loan LIBOR(M) — 7.00 % 7.15 % 10/19/2026 $ 27,000,000 26,418,396 23,409,000 1.42 % G
Quora, Inc. First Lien Term Loan (4.0% Exit Fee) Fixed — 10.10 % 10.10 % 5/1/2022 $ 12,692,602 12,582,602 12,768,758 0.77 % L/N
67,403,867 64,165,514 3.89 %
Metal and Mining
Neenah Foundry Company First Lien Term Loan B LIBOR(Q) 1.00 % 9.00 % 10.00 % 12/13/2022 $ 6,151,857 5,905,998 5,382,875 0.33 % N

All values are in Euros.

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2020

Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Debt Investments (continued)
Oil, Gas and Consumable Fuels
Iracore International, Inc. First Lien Term Loan LIBOR(M) 1.00 % 9.00 % 10.00 % 4/13/2021 $ 1,324,140 $ 1,324,140 $ 1,324,140 0.08 % B/N
Personal Products
Olaplex, Inc. Sr Secured Revolver LIBOR(M) 1.00 % 6.50 % 7.50 % 1/8/2025 $ - (22,078 ) (13,400 ) — K/N
Olaplex, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.50 % 7.50 % 1/8/2026 $ 13,403,873 13,168,640 13,269,835 0.80 % N
Olaplex, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.50 % 7.50 % 1/8/2026 $ 5,170,752 5,119,044 5,119,044 0.31 % N
Paula's Choice Holdings, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.25 % 7.25 % 11/17/2025 $ 20,000,000 19,452,319 19,500,000 1.18 % N
37,717,925 37,875,479 2.30 %
Professional Services
Applause App Quality, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 5.00 % 6.00 % 9/20/2022 $ 20,772,306 20,610,750 20,772,306 1.26 % N
Applause App Quality, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 5.00 % 6.00 % 9/20/2022 $ - (10,443 ) — — K/N
CIBT Solutions, Inc. Second Lien Term Loan LIBOR(Q) 1.00 % 7.75 % — 6/1/2025 $ 8,011,188 7,956,586 4,099,044 0.25 % C/G/N
Dude Solutions Holdings, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/13/2025 $ - (37,510 ) — — K/N
Dude Solutions Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/13/2025 $ 16,884,883 16,579,885 17,222,581 1.04 % N
Dude Solutions Holdings, Inc. First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/13/2025 $ 2,227,508 2,183,489 2,272,058 0.14 % N
Dude Solutions Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/13/2025 $ 3,627,272 3,510,848 3,714,327 0.23 % N
iCIMS, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 6.50 % 7.50 % 9/12/2024 $ 121,678 120,176 119,975 0.01 % K/N
iCIMS, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 6.50 % 7.50 % 9/12/2024 $ 2,351,073 2,315,704 2,318,158 0.14 % N
iCIMS, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 6.50 % 7.50 % 9/12/2024 $ 353,250 346,429 348,305 0.02 % N
Institutional Shareholder Services, Inc. Second Lien Term Loan LIBOR(Q) — 8.50 % 8.72 % 3/5/2027 $ 5,820,856 5,672,120 5,791,752 0.35 % N
RigUp, Inc. First Delayed Draw Term Loan (3.5% Exit Fee) LIBOR(M) 1.50% 7.00 % 8.50 % 3/1/2024 $ 19,333,333 18,855,629 18,811,333 1.14 % L/N
78,103,663 75,469,839 4.58 %
Real Estate Management and Development
Space Midco, Inc. (Archibus) First Lien Term Loan LIBOR(M) — 6.25 % 6.44 % 12/5/2023 $ 4,444,444 4,387,820 4,355,556 0.26 % N
Space Midco, Inc. (Archibus) Sr Secured Revolver LIBOR(M) — 6.25 % 6.44 % 12/5/2023 $ - (3,393 ) (5,556 ) — K/N
4,384,427 4,350,000 0.26 %
Road and Rail
GlobalTranz Enterprises LLC Second Lien Term Loan LIBOR(M) — 8.25 % 8.40 % 5/15/2027 $ 19,382,324 19,045,353 16,610,652 1.01 % N
Software
Certify, Inc. First Lien Delayed Draw Term Loan LIBOR(M) 1.00 % 5.75 % 6.75 % 2/28/2024 $ 3,188,631 3,150,214 3,161,527 0.19 % N
Certify, Inc. First Lien Term Loan LIBOR(M) 1.00 % 5.75 % 6.75 % 2/28/2024 $ 23,383,293 23,314,597 23,184,535 1.41 % N
Certify, Inc. Sr Secured Revolver LIBOR(M) 1.00 % 5.75 % 6.75 % 2/28/2024 $ 265,719 250,220 256,685 0.02 % K/N
Rhode Holdings, Inc. (Kaseya) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 $ 1,732,500 1,707,152 1,744,628 0.11 % N
Rhode Holdings, Inc. (Kaseya) First Lien Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 $ 14,616,458 14,394,168 14,719,558 0.89 % N
Rhode Holdings, Inc. (Kaseya) Sr Secured Revolver LIBOR(Q) 1.00 % 6.50 % 7.50 % 5/2/2025 $ 590,882 572,713 590,882 0.04 % N
Rhode Holdings, Inc. (Kaseya) First Lien Incremental Delayed Draw Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 $ - (12,010 ) 5,710 — K/N
Rhode Holdings, Inc. (Kaseya) First Lien Incremental Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 $ 1,281,602 1,262,824 1,290,573 0.08 % N
Rhode Holdings, Inc. (Kaseya) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 $ - (8,557 ) 4,905 — K/N
Rhode Holdings, Inc. (Kaseya) First Lien Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 $ 385,419 377,820 388,117 0.02 % N
Snow Software AB First Lien Term Loan LIBOR(Q) 2.00% 6.00 % 8.00 % 4/17/2024 $ 10,373,317 10,223,498 10,552,775 0.64 % N
Snow Software AB First Lien Incremental Term Loan LIBOR(Q) 2.00% 6.00 % 8.00 % 4/17/2024 $ 11,543,865 11,360,297 11,743,574 0.71 % N
Snow Software AB Sr Secured Revolver LIBOR(Q) 2.00% 6.00 % 8.00 % 4/17/2024 $ 1,308,164 1,248,629 1,308,164 0.08 % N
Snow Software AB First Lien Term Loan LIBOR(Q) 2.00% 6.00 % 8.00 % 4/21/2021 $ 4,477,328 4,435,255 4,554,786 0.28 % N
Superman Holdings, LLC Sr Secured Revolver PRIME — 7.00 % 10.25 % 8/31/2026 $ - (29,663 ) — — K/N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2020

Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Debt Investments (continued)
Superman Holdings, LLC Sr Secured Revolver PRIME — 7.00 % 10.25 % 8/31/2027 $ 8,820,316 $ 8,608,974 $ 8,855,597 0.54 % N
Syntellis Performance Solutions, Inc First Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 8/2/2027 $ 21,402,299 20,783,432 21,509,310 1.30 % N
Winshuttle, LLC First Lien FILO Term Loan LIBOR(M) 1.00 % 8.42 % 9.42 % 8/9/2024 $ 13,867,521 13,575,211 14,075,534 0.85 % N
115,214,774 117,946,860 7.16 %
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan) First Lien Term Loan B LIBOR(Q) — 5.50 % 5.73 % 2/12/2025 $ 590,021 560,513 566,420 0.03 % N
Calceus Acquisition, Inc. (Cole Haan) Sr Secured Notes Fixed — 9.75 % 9.75 % 2/19/2025 $ 20,000,000 19,455,896 21,970,000 1.33 % N
USR Parent, Inc. (Staples) First Lien FILO Term Loan LIBOR(M) 1.00 % 8.84 % 9.84 % 9/12/2022 $ 4,588,974 4,542,337 4,634,863 0.28 % N
24,558,746 27,171,283 1.64 %
Textiles, Apparel and Luxury Goods
Kenneth Cole Productions, Inc. First Lien FILO Term Loan LIBOR(M) 1.00 % 7.75 % 8.75 % 12/28/2023 $ 17,941,278 17,855,159 17,941,278 1.09 % N
PSEB, LLC (Eddie Bauer) First Lien FILO II Term Loan PRIME — 7.25 % 10.50 % 10/12/2023 $ 10,793,402 10,603,924 10,793,402 0.65 % N
PSEB, LLC (Eddie Bauer) First Lien Term Loan LIBOR(Q) 1.50% 8.00 % 9.50 % 10/12/2023 $ 37,237,236 36,598,542 37,795,794 2.30 % N
WH Buyer, LLC (Anne Klein) First Lien Term Loan LIBOR(Q) 1.50% 7.76 % 9.26 % 7/16/2025 $ 27,664,640 27,429,571 27,498,652 1.68 % N
WH Buyer, LLC (Anne Klein) First Lien Incremental Term Loan LIBOR(Q) 1.50% 7.76 % 9.26 % 7/16/2025 $ 5,307,692 5,260,224 5,275,846 0.32 % N
97,747,420 99,304,972 6.04 %
Thrifts and Mortgage Finance
Greystone Select Holdings, LLC First Lien Term Loan LIBOR(Q) 1.00% 8.00 % 9.00 % 4/17/2024 $ 24,579,526 24,469,428 24,825,321 1.51 % N
Home Partners of America, Inc. First Lien Term Loan LIBOR(M) 1.00% 6.25 % 7.25 % 10/13/2022 $ 2,857,143 2,836,813 2,857,143 0.17 % N
27,306,241 27,682,464 1.68 %
Tobacco Related
Juul Labs, Inc. First Lien Term Loan LIBOR(Q) 1.50% 8.00 % 9.50 % 8/2/2023 $ 26,452,995 26,264,571 26,400,089 1.60 % N
Total Debt Investments - 188.9% of Net Assets 1,488,638,125 1,444,803,932 87.59 %

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2020

Issuer Instrument Expiration Shares Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Equity Securities
Airlines
Epic Aero, Inc (One Sky) Common Stock 1,842 $ 855,313 $ 11,346,069 0.69 % D/N
Automobiles
AutoAlert Acquisition Co, LLC Warrants to Purchase LLC Interest 6/28/2030 7 2,910,423 2,818,737 0.17 % D/E/N
Capital Markets
Pico Quantitative Trading, LLC Warrants to Purchase Membership Units (144A) 2/7/2030 287 645,121 697,010 0.04 % D/E/N
Chemicals
AGY Holding Corp. Series A Preferred Stock 1,786,785 485,322 663,166 0.04 % D/N
AGY Holding Corp. Series B Preferred Stock 1,250,749 — — — D/N
AGY Holding Corp. Common Stock 982,732 — — — D/N
485,322 663,166 0.04 %
Communications Equipment
Avanti Communications Group, PLC (United Kingdom) Common Stock 26,576,710 4,902,674 — — D/E/H/N/O
Diversified Consumer Services
TVG-Edmentum Holdings, LLC Series A Preferred Stock 27,603,779 27,603,779 27,758,980 1.68 % B/E
TVG-Edmentum Holdings, LLC Series B-1 Common Stock 13,421,162 13,421,162 13,511,732 0.82 % B/E
TVG-Edmentum Holdings, LLC Series B-2 Common Stock 13,421,162 13,421,162 12,868,247 0.78 % B/D/E
54,446,103 54,138,959 3.28 %
Diversified Financial Services
36th Street Capital Partners Holdings, LLC Membership Units 22,199,416 22,199,416 33,135,000 2.01 % E/F/N
Conventional Lending TCP Holdings, LLC Membership Units 19,000,869 19,000,869 18,050,826 1.09 % E/F/I/N
GACP I, LP (Great American Capital) Membership Units 1,392,896 1,392,896 1,995,210 0.12 % E/I/N
GACP II, LP (Great American Capital) Membership Units 15,980,492 15,980,492 17,341,570 1.05 % E/I/N
58,573,673 70,522,606 4.27 %
Electric Utilities
Conergy Asia Holdings Limited (United Kingdom) Class B Shares 1,000,000 1,000,000 — — D/E/F/H/N
Conergy Asia Holdings Limited (United Kingdom) Ordinary Shares 3,333 7,833,333 — — D/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Ordinary Shares 2,332,594 — — — D/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Series B Preferred Shares 93,023 1,395,349 — — D/E/F/H/N
Utilidata, Inc. Common Stock 29,094 216,336 — — D/E
Utilidata, Inc. Series C Preferred Stock 257,369 153,398 229,000 0.01 % D/E
Utilidata, Inc. Series CC Preferred Stock 500,000 500,000 23,000 — D/E
11,098,416 252,000 0.01 %
Electrical Equipment
TCFI Amteck Holdings, LLC Series A Preferred Units 8,020,824 7,511,391 8,117,074 0.50 % N
TCFI Amteck Holdings, LLC Common Units 362,513 395,336 8,845,317 0.55 % D/N
7,906,727 16,962,391 1.05 %
Electronic Equipment, Instruments and Components
Soraa, Inc. Warrants to Purchase Preferred Stock 8/29/2024 3,071,860 478,899 — — D/E/N
Energy Equipment and Services
GlassPoint Solar, Inc. Warrants to Purchase Series E Preferred Stock 2/7/2027 400,000 248,555 — — D/E/N
GlassPoint Solar, Inc. Warrants to Purchase Series E Preferred Stock 2/7/2027 2,048,000 505,450 — — D/E/N
754,005 — —

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2020

Issuer Instrument Expiration Shares Cost Fair<br><br><br>Value % of Total<br><br><br>Cash and<br><br><br>Investments Notes
Equity Securities (continued)
Internet Software and Services
Domo, Inc. Warrants to Purchase Class B Common Stock 8/7/2023 49,792 $ 1,543,054 $ 3,175,236 0.19 % D/E
FinancialForce.com, Inc. Warrants to Purchase Series C Preferred Stock 1/30/2029 840,000 287,985 385,600 0.02 % D/E/N
Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock 5/4/2027 2,062,500 508,805 1,144,786 0.07 % D/E/N
InMobi, Inc. (Singapore) Warrants to Purchase Common Stock 8/15/2027 1,327,869 212,360 422,705 0.03 % D/E/H/N
InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred  Stock (Strike Price $20.01) 9/18/2025 1,049,996 276,492 514,918 0.03 % D/E/H/N
InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) 10/3/2028 1,511,002 93,407 541,900 0.03 % D/E/H/N
ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock 10/30/2029 333,370 202,001 110,000 0.01 % D/E/H/N/O
Snaplogic, Inc. Warrants to Purchase Series Preferred Stock 3/19/2028 1,860,000 377,722 5,200,000 0.32 % D/E/N
3,501,826 11,495,145 0.70 %
IT Services
Fidelis (SVC), LLC Preferred Units 657,932 2,001,384 75,613 — D/E/N
Life Sciences Tools and Services
Envigo RMS Holdings Corp. Common Stock 36,413 — 235,228 0.01 % D/E/N
Media
NEG Parent, LLC (Core Entertainment, Inc.) Class A Units 2,720,392 2,772,807 7,401,888 0.45 % B/D/E/N
NEG Parent, LLC (Core Entertainment, Inc.) Class A Warrants to Purchase Class A Units 10/17/2026 343,387 196,086 438,161 0.03 % B/D/E/N
NEG Parent, LLC (Core Entertainment, Inc.) Class B Warrants to Purchase Class A Units 10/17/2026 346,794 198,032 442,508 0.03 % B/D/E/N
Quora, Inc. Warrants to Purchase Series D Preferred Stock 4/11/2029 507,704 65,245 105,095 0.01 % D/E/N
SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 4/29/2025 946,498 79,082 45,143 — D/E/H/N
3,311,252 8,432,795 0.52 %
Oil, Gas and Consumable Fuels
Iracore Investments Holdings, Inc. Class A Common Stock 16,207 4,177,707 5,181,526 0.31 % B/D/E/N
Professional Services
Anacomp, Inc. Class A Common Stock 1,255,527 26,711,048 401,769 0.02 % D/E/F/N
Semiconductors and Semiconductor Equipment
Nanosys, Inc. Warrants to Purchase Preferred Stock 3/29/2023 800,000 605,266 962,482 0.06 % D/E/N
Software
Actifio, Inc. Warrants to Purchase Series G Preferred Stock 5/5/2027 1,052,651 188,770 71,292 — D/E/N
Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock 3/26/2027 1,712,930 577,843 503,762 0.03 % D/E/N
766,613 575,054 0.03 %
Total Equity Securities - 24.2% of Net Assets 184,131,772 184,760,550 11.20 %
Total Investments - 213.0% of Net Assets $ 1,672,769,897 $ 1,629,564,482
Cash and Cash Equivalents - 2.6% of Net Assets 20,006,580 1.21 %
Total Cash and Investments  - 215.6% of Net Assets $ 1,649,571,062 100.00 % M

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2020

Notes to Consolidated Schedule of Investments:

(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.
(B) Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting  securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.
--- ---
(C) Non-accruing debt investment
--- ---
(D) Other non-income producing investment.
--- ---
(E) Restricted security. (See Note 2)
--- ---
(F) Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary.  See Consolidated Schedule of Changes in Investments in Affiliates.
--- ---
(G) Investment has been segregated to collateralize certain unfunded commitments.
--- ---
(H) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
--- ---
(I) Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act.  Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
--- ---
(J) Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
--- ---
(K) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.
--- ---
(L) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.
--- ---
(M) All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.
--- ---
(N) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.
--- ---
(O) Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure.
--- ---

LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $460,153,100 and $480,719,625, respectively, for the year ended December 31, 2020. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2020 was $1,548,430,022 or 93.9% of total cash and investments of the Company.  As of December 31, 2020, approximately 7.7% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2021

  1. Organization and Nature of Operations

BlackRock TCP Capital Corp. (the “Company”), formerly known as TCP Capital Corp., is a Delaware corporation formed on April 2, 2012 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. The Company invests primarily in the debt of middle-market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, the Company may make equity investments directly. The Company was formed through the conversion on April 2, 2012 of the Company’s predecessor, Special Value Continuation Fund, LLC, from a limited liability company to a corporation in a non-taxable transaction, leaving the Company as the surviving entity. On April 3, 2012, the Company completed its initial public offering.

Investment operations are conducted through the Company's wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company ("SVCP"), TCPC Funding I, LLC, a Delaware limited liability company (“TCPC Funding”), TCPC Funding II, LLC, a Delaware limited liability company ("TCPC Funding II") and TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. The SBIC was organized in June 2013, and, on April 22, 2014, received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. These consolidated financial statements include the accounts of the Company, SVCP, TCPC Funding, TCPC Funding II and the SBIC. All significant intercompany transactions and balances have been eliminated in the consolidation.

The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding, TCPC Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will be treated as a disregarded entity.

Series H of SVOF/MM, LLC serves as the administrator of the Company (the “Administrator”). The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly owned subsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly owned subsidiary of BlackRock, Inc., with the Advisor as the surviving entity.

Company management consists of the Advisor and the Company’s board of directors. The Advisor directs and executes the day-to-day operations of the Company, subject to oversight from the board of directors, which sets the broad policies of the Company. The board of directors of the Company has delegated investment management of SVCP’s assets to the Advisor. The board of directors consists of seven persons, five of whom are independent.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The Company has consolidated the results of its wholly owned subsidiaries in its consolidated financial statements in accordance with ASC Topic 946. The following is a summary of the significant accounting policies of the Company.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

Investment Valuation

The Company’s investments are generally held by SVCP, TCPC Funding I, TCPC Funding II or the SBIC. Management values investments at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in policies adopted by the board of directors. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.

All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Advisor which in the aggregate comprise less than 5% of the capitalization of the Company. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation.

Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.

Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the board of directors or, for investments aggregating less than 5% of the total capitalization of the Company, using valuations determined directly by the Advisor. Such valuations are determined under a documented valuation policy that has been reviewed and approved by the board of directors.

Generally, to increase objectivity in valuing the investments, the Advisor will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Advisor’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events and conditions such as the current COVID-19 pandemic that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on and realizability of the Company’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.

Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors affecting comparability.

The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Summary of Significant Accounting Policies — (continued)

In following these approaches, the types of factors that may be taken into account also include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal market in which the investment trades and enterprise values, among other factors.

Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period.

At September 30, 2021, the Company’s investments were categorized as follows:

Level Basis for Determining Fair Value Bank Debt ^(1)^ Other<br><br><br>Corporate Debt ^(2)^ Equity<br><br><br>Securities Total
1 Quoted prices in active markets for identical<br><br><br>assets $ — $ — $ 4,204,436 $ 4,204,436
2 Other direct and indirect observable market inputs ^(3)^ 42,585,360 — — 42,585,360
3 Independent third-party valuation sources that<br><br><br>employ significant unobservable inputs 1,443,320,819 96,560,415 169,414,966 1,709,296,200
3 Advisor valuations with significant unobservable<br><br><br>inputs — — 1,292,185 1,292,185
Total $ 1,485,906,179 $ 96,560,415 $ 174,911,587 $ 1,757,378,181
(1) Includes senior secured loans
--- ---
(2) Includes senior secured notes, unsecured debt and subordinated debt
--- ---
(3) For example, quoted prices in inactive markets or quotes for comparable investments
--- ---

Unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2021 included the following:

Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) ^(1)^
Bank Debt $ 1,302,894,195 Income approach Discount rate 5.1% - 14.1% (9.0%)
89,610,439 Market quotations Indicative bid/ask quotes 1 (1)
31,396,348 Market comparable companies Revenue multiples 1.3x - 5.3x (3.2x)
13,393,741 Market comparable companies EBITDA multiples 5.3x - 8.3x  (8.0x)
6,026,096 Option Pricing Model EBITDA/Revenue multiples 4.3x (4.3x)
Implied volatility 60.0% (60.0%)
Term 3.5 years (3.5 years)
Other Corporate Debt 51,336,000 Income approach Discount rate 9.3% - 10.8% (9.8%)
43,793,028 Market comparable companies Book value multiples 1.3x (1.3x)
1,431,387 Market comparable companies Revenue multiples 5.3x (5.3x)
Equity 19,171,030 Market quotations Indicative bid/ask quotes 1 (1)
31,780,228 Option Pricing Model EBITDA/Revenue multiples 1.7x - 8.0x (6.2x)
Implied volatility 35.0% - 70.0% (50.4%)
Term 0.8 years - 3.5 years (2.1 years)
448,749 Market comparable companies Revenue multiples 0.7x - 4.4x (1.2x)
73,065,145 Market comparable companies EBITDA multiples 5.3x - 14.0x (13.5x)
31,746,000 Market comparable companies Book value multiples 1.3x (1.3x)
14,495,999 Other^(2)^ N/A N/A
$ 1,710,588,385
(1) Weighted by fair value
--- ---
(2) Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the underlying portfolio of the issuer through the measurement date.
--- ---

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Summary of Significant Accounting Policies — (continued)

Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% and 100%. Generally, a change in an unobservable input may result in a change to the value of an investment as follows:

Input Impact to Value if<br>Input Increases Impact to Value if<br>Input Decreases
Discount rate Decrease Increase
Revenue multiples Increase Decrease
EBITDA multiples Increase Decrease
Book value multiples Increase Decrease
Implied volatility Increase Decrease
Term Increase Decrease
Yield Increase Decrease

Changes in investments categorized as Level 3 during the three months ended September 30, 2021 were as follows:

Independent Third-Party Valuation
Bank Debt Other<br><br><br>Corporate Debt Equity<br><br><br>Securities Total
Beginning balance $ 1,485,823,942 $ 95,309,751 $ 212,285,228 $ 1,793,418,921
Net realized and unrealized gains (losses) (1,339,597 ) (1,736,362 ) (143,515 ) (3,219,474 )
Acquisitions ^(1)^ 153,669,630 2,976,157 3,833,233 160,479,020
Dispositions (194,759,478 ) 10,869 (47,063,742 ) (241,812,351 )
Transfers out of Level 3 ^(2)^ (73,678 ) — — (73,678 )
Reclassifications within Level 3 ^(3)^ — — 503,762 503,762
Ending balance $ 1,443,320,819 $ 96,560,415 $ 169,414,966 $ 1,709,296,200
Net change in unrealized appreciation/depreciation during<br><br><br>the period on investments still held at period end (included<br><br><br>in net realized and unrealized gains/losses, above) $ (2,515,867 ) $ (1,736,363 ) $ 997,294 $ (3,254,936 )
(1) Includes payments received in kind and accretion of original issue and market discounts
--- ---
(2) Comprised of one investment that was transferred to Level 2 due to increased observable market activity
--- ---
(3) Comprised of one investment that was reclassified from Advisor Valuation
--- ---
Advisor Valuation
--- --- --- --- --- --- --- --- --- --- ---
Bank Debt Other<br><br><br>Corporate Debt Equity<br><br><br>Securities Total
Beginning balance $ — $ — $ 1,797,389 $ 1,797,389
Net realized and unrealized gains (losses) — — (1,442 ) (1,442 )
Reclassifications within Level 3 ^(1)^ — — (503,762 ) (503,762 )
Ending balance $ — $ — $ 1,292,185 $ 1,292,185
Net change in unrealized appreciation/depreciation during<br><br><br>the period on investments still held at period end (included<br><br><br>in net realized and unrealized gains/losses, above) $ — $ — $ (1,442 ) $ (1,442 )
(1) Comprised of one investment that was reclassified to Independent Third-Party Valuation
--- ---

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the nine months ended September 30, 2021 were as follows:

Independent Third-Party Valuation
Bank Debt Other<br><br><br>Corporate Debt Equity<br><br><br>Securities Total
Beginning balance $ 1,281,636,688 $ 95,923,481 $ 179,525,253 $ 1,557,085,422
Net realized and unrealized gains (losses) 3,824,672 (2,400,838 ) 41,953,536 43,377,370
Acquisitions ^(1)^ 564,170,330 3,005,517 7,590,758 574,766,605
Dispositions (405,744,451 ) 32,255 (60,158,343 ) (465,870,539 )
Transfers out of Level 3 ^(2)^ (566,420 ) — — (566,420 )
Reclassifications within Level 3 ^(3)^ — — 503,762 503,762
Ending balance $ 1,443,320,819 $ 96,560,415 $ 169,414,966 $ 1,709,296,200
Net change in unrealized appreciation/depreciation during<br><br><br>the period on investments still held at period end (included<br><br><br>in net realized and unrealized gains/losses, above) $ 5,289,163 $ (2,400,838 ) $ 44,734,674 $ 47,622,999
(1) Includes payments received in kind and accretion of original issue and market discounts
--- ---
(2) Comprised of one investment that was transferred to Level 2 due to increased observable market activity
--- ---
(3) Comprised of one investment that was reclassified from Advisor Valuation
--- ---
Advisor Valuation
--- --- --- --- --- --- --- --- --- --- ---
Bank Debt Other<br><br><br>Corporate Debt Equity<br><br><br>Securities Total
Beginning balance $ — $ — $ 2,060,061 $ 2,060,061
Net realized and unrealized gains (losses) — — (196,988 ) (196,988 )
Dispositions — — (67,126 ) (67,126 )
Reclassifications within Level 3 ^(1)^ — — (503,762 ) (503,762 )
Ending balance $ — $ — $ 1,292,185 $ 1,292,185
Net change in unrealized appreciation/depreciation during<br><br><br>the period on investments still held at period end (included<br><br><br>in net realized and unrealized gains/losses, above) $ — $ — $ (192,821 ) $ (192,821 )
(1) Comprised of one investment that was reclassified to Independent Third-Party Valuation
--- ---

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Summary of Significant Accounting Policies — (continued)

At December 31, 2020, the Company’s investments were categorized as follows:

Level Basis for Determining Fair Value Bank Debt ^(1)^ Other<br><br><br>Corporate Debt ^(2)^ Equity<br><br><br>Securities Total
1 Quoted prices in active markets for identical<br><br><br>assets $ — $ — $ 3,175,236 $ 3,175,236
2 Other direct and indirect observable market inputs^(3)^ 67,243,763 — — 67,243,763
3 Independent third-party valuation sources that<br><br><br>employ significant unobservable inputs 1,281,636,688 95,923,481 179,525,253 1,557,085,422
3 Advisor valuations with significant unobservable<br><br><br>inputs — — 2,060,061 2,060,061
Total $ 1,348,880,451 $ 95,923,481 $ 184,760,550 $ 1,629,564,482
(1) Includes senior secured loans
--- ---
(2) Includes senior secured notes, unsecured debt and subordinated debt
--- ---
(3) For example, quoted prices in inactive markets or quotes for comparable investments
--- ---

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2020 included the following:

Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) ^(1)^
Bank Debt $ 1,128,076,031 Income approach Discount rate 5.2% - 18.0% (9.3%)
104,635,137 Market quotations Indicative bid/ask quotes 1 (1)
32,822,501 Market comparable companies Revenue multiples 1.4x - 4.5x (3.1x)
16,103,019 Market comparable companies EBITDA multiples 6.0x - 6.9x (6.8x)
Other Corporate Debt 53,957,531 Income approach Discount rate 7.1% - 18.0% (10.3%)
40,834,419 Market comparable companies Book value multiples 1.5x (1.5x)
1,131,531 Market comparable companies Revenue multiples 4.3x (4.3x)
Equity 8,117,073 Income approach Discount rate 9.5% - 18.0% (9.5%)
72,336,690 Market quotations Indicative bid/ask quotes 1 (1)
14,332,807 Option Pricing Model EBITDA/Revenue multiples 6.4x (6.4x)
Implied volatility 35.0% - 70.0% (49.5%)
Term 1.5 years - 3.5 years (2.3 years)
1,316,936 Market comparable companies Revenue multiples 0.7x - 4.3x (1.0x)
33,010,028 Market comparable companies EBITDA multiples 6.0x - 9.8x (7.0x)
33,135,000 Market comparable companies Book value multiples 1.5x (1.5x)
19,336,780 Other ^(2)^ N/A N/A
$ 1,559,145,483
(1) Weighted by fair value
--- ---
(2) Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the underlying portfolio of the issuer through the measurement date.
--- ---

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the three months ended September 30, 2020 were as follows:

Independent Third-Party Valuation
Bank Debt Other<br><br><br>Corporate Debt Equity<br><br><br>Securities Total
Beginning balance $ 1,363,063,199 $ 98,073,190 $ 106,916,536 $ 1,568,052,925
Net realized and unrealized gains (losses) 13,046,136 (114,207 ) 15,947,865 28,879,794
Acquisitions* 76,650,858 499,234 2,266,062 79,416,154
Dispositions (85,866,496 ) — (2,293,367 ) (88,159,863 )
Transfer out of Level 3^†^ (55,055,457 ) — — (55,055,457 )
Reclassifications within Level 3  ^‡^ — — (523,801 ) (523,801 )
Ending balance $ 1,311,838,240 $ 98,458,217 $ 122,313,295 $ 1,532,609,752
Net change in unrealized appreciation/depreciation during<br><br><br>the period on investments still held at period end<br><br><br>(included in net realized and unrealized gains/losses,<br><br><br>above) $ 20,092,206 $ 4,067,814 $ 15,357,002 $ 39,517,022

* Includes payments received in kind and accretion of original issue and market discounts

† Comprised of four investments that were transferred to Level 2 due to increased observable market activity

‡ Comprised of one investment that was reclassified to Advisor Valuation

Advisor Valuation
Bank Debt Other<br><br><br>Corporate Debt Equity<br><br><br>Securities Total
Beginning balance $ — $ — $ 2,254,668 $ 2,254,668
Net realized and unrealized gains (losses) — — (73,894 ) (73,894 )
Dispositions — — (792,635 ) (792,635 )
Reclassifications within Level 3 * — — 523,801 523,801
Ending balance $ — $ — $ 1,911,940 $ 1,911,940
Net change in unrealized appreciation/depreciation during the<br><br><br>period on investments still held at period end (included in<br><br><br>net realized and unrealized gains/losses, above) $ — $ — $ (771,248 ) $ (771,248 )

_______________________________

*Comprised of one investment that was reclassified from Independent Third-Party Valuation

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the nine months ended September 30, 2020 were as follows:

Independent Third-Party Valuation
Bank Debt Other<br><br><br>Corporate Debt Equity<br><br><br>Securities Total
Beginning balance $ 1,312,492,099 $ 85,962,603 $ 111,994,829 $ 1,510,449,531
Net realized and unrealized gains (losses) (30,837,007 ) (7,403,855 ) 6,134,133 (32,106,729 )
Acquisitions ^*^ 239,421,150 19,899,469 17,058,242 276,378,861
Dispositions (237,972,665 ) — (12,350,108 ) (250,322,773 )
Transfers into Level 3 ^†^ 83,790,120 — — 83,790,120
Transfer out of Level 3 ^‡^ (55,055,457 ) — — (55,055,457 )
Reclassifications within Level 3 § — — (523,801 ) (523,801 )
Ending balance $ 1,311,838,240 $ 98,458,217 $ 122,313,295 $ 1,532,609,752
Net change in unrealized appreciation/depreciation during<br><br><br>the period on investments still held at period end<br><br><br>(included in net realized and unrealized gains/losses,<br><br><br>above) $ (22,167,391 ) $ (3,221,835 ) $ 6,116,787 $ (19,272,439 )

* Includes payments received in kind and accretion of original issue and market discounts

† Comprised of five investments that were transferred from Level 2 due to reduced trading volumes

‡ Comprised of four investments that were transferred to Level 2 due to increased observable market activity

§Comprised of one investment that was reclassified to Advisor Valuation

Advisor Valuation
Bank Debt Other<br><br><br>Corporate Debt Equity<br><br><br>Securities Total
Beginning balance $ — $ — $ 2,318,128 $ 2,318,128
Net realized and unrealized gains (losses) — — (13,414 ) (13,414 )
Dispositions — — (916,575 ) (916,575 )
Reclassifications within Level 3 * — — 523,801 523,801
Ending balance $ — $ — $ 1,911,940 $ 1,911,940
Net change in unrealized appreciation/depreciation during the<br><br><br>period on investments still held at period end (included in<br><br><br>net realized and unrealized gains/losses, above) $ — $ — $ (710,771 ) $ (710,771 )

_____________________________

* Comprised of one investment that was reclassified from Independent Third-Party Valuation

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Summary of Significant Accounting Policies — (continued)

Investment Transactions

Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally three months or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. There was no restricted cash at September 30, 2021 or December 31, 2020.

Restricted Investments

The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Consolidated Schedule of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

Foreign Currency Investments

The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency denominated investments comprised approximately 0.5% and 0.6% of total investments at September 30, 2021 and December 31, 2020, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at September 30, 2021 and December 31, 2020 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments.

Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. government.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Summary of Significant Accounting Policies — (continued)

Derivatives

In order to mitigate certain currency exchange and interest rate risks, the Company may enter into certain derivative transactions. All derivatives are subject to a master netting agreement and are reported at their gross amounts as either assets or liabilities in the Consolidated Statements of Assets and Liabilities. Transactions entered into are accounted for using the mark-to-market method with the resulting change in fair value recognized in earnings for the current period. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in interest rates and the value of foreign currencies relative to the U.S. dollar. Certain derivatives may also require the Company to pledge assets as collateral to secure its obligations.

During the nine months ended September 30, 2021 and 2020, the Company did not enter into any derivative transactions nor hold any derivative positions.

Valuations of derivatives are determined using observable market inputs other than quoted prices in active markets for identical assets and, accordingly, are generally classified as Level 2 in the GAAP valuation hierarchy.

Deferred Debt Issuance Costs

Certain costs incurred in connection with the issuance and/or extension of debt of the Company and its subsidiaries were capitalized and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Summary of Significant Accounting Policies — (continued)

Income Taxes

The Company intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required. The income or loss of SVCP, TCPC Funding I, TCPC Funding II and the SBIC is reported in the respective members' or partners’ income tax returns, as applicable.

The tax returns of the Company, SVCP, TCPC Funding I, TCPC Funding II and the SBIC remain open for examination by tax authorities for a period of three years from the date they are filed. No such examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of September 30, 2021, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the consolidated financial statements.

The final tax characterization of distributions is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to shareholders. Distributions can be characterized as ordinary income, capital gains and/or return of capital. As of December 31, 2020, the Company had non-expiring capital loss carryforwards in the amount of $171,300,137 available to offset future realized capital gains.

As of December 31, 2020, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:

December 31, 2020
Tax basis of investments $ 1,671,848,321
Unrealized appreciation $ 76,459,937
Unrealized depreciation (118,743,776 )
Net unrealized depreciation $ (42,283,839 )

Recent Accounting Pronouncements

In May 2020, the SEC adopted rule amendments that will impact the requirements of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or certain acquired funds (the “Final Rules”). The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act. Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules adopt a new definition of “significant subsidiary” applicable only to investment companies that (i) modifies the investment test and the income test, and (ii) eliminates the asset test currently in the definition of “significant subsidiary” in Rule 1-02(w) of Regulation S-X. The new Rule 1-02(w)(2) of Regulation S-X is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company. The Company adopted the Final Rules effective January 1, 2021 and the adoption did not have a material impact on its consolidated financial statements and related disclosures.

In March 2020 and January 2021, the FASB issued ASU No. 2020-04 and ASU No. 2021-01, respectively, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective and can be adopted by all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Management Fees, Incentive Fees and Other Expenses

On February 8, 2019, the stockholders of the Company approved an amended investment management agreement to be effective on February 9, 2019 between the Company and the Advisor which (i) reduced the management fee on total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company from 1.5% to 1.0%, (ii) reduced the incentive compensation on net investment income and net realized gains (reduced by any net unrealized losses) from 20% to 17.5% and (iii) reduced the cumulative total return hurdle from 8% to 7%.

Accordingly, the Company’s management fee is calculated at an annual rate of 1.5% on total assets (excluding cash and cash equivalents) up to an amount equal to 200% of the net asset value of the Company, and 1.0% thereafter. The management fee is calculated on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears.

Incentive compensation is only incurred to the extent the Company’s cumulative total return (after incentive compensation) exceeds a 7% annual rate on daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive compensation) and net realized gains (net of any unrealized depreciation) at rates of 17.5% on income since the fee reduction on February 8, 2019 and 20% previously. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears. Accordingly, the incentive compensation for any period may include amounts not earned in prior periods (due to the Company’s cumulative total return falling below the total return hurdle in such period), but subsequently earned when the Company’s cumulative total return again exceeds the total return hurdle (such amount, a “Catchup Amount”). During the three months ended June 30, 2020, the Company incurred a Catchup Amount of approximately $3.9 million, comprised of amounts related to net investment income for the three months ended March 31, 2020 but not paid in such period due to a temporary decline in asset valuations (the “First Quarter Catchup Amount”). However, rather than receiving all incentive compensation earned as of June 30, 2020, the Advisor voluntarily deferred 5/6 of the First Quarter Catchup Amount to subsequent quarters such that 1/6 of the First Quarter Catchup Amount will be paid in each subsequent quarter to the extent that the Company’s cumulative performance exceeds the total return hurdle in such quarter. As of September 30, 2021, the Company's cumulative performance continued to exceed the total return hurdle, and as such the incentive fee for the three months ended September 30, 2021 included $0.6 million, the final 1/6 of the First Quarter Catchup Amount.

A reserve for incentive compensation is accrued based on the amount of any additional incentive compensation that would have been payable to the Advisor assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. As of September 30, 2021 and December 31, 2020, no such reserve was accrued.

Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under its limited partnership agreement (the “LPA”). On January 29, 2018, SVCP amended and restated its limited partnership agreement, effective as of January 1, 2018, to convert the existing incentive compensation structure from a profit allocation and distribution to SVCP’s general partner to a fee payable to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid or services received by the Company.

The Company bears all expenses incurred in connection with its business, including fees and expenses of outside contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Debt

Debt is comprised of convertible senior unsecured notes due March 2022 issued by the Company (the “2022 Convertible Notes”), unsecured notes due August 2024 issued by the Company (the “2024 Notes”), unsecured notes due February 2026 issued by the Company (the “2026 Notes”), amounts outstanding under a senior secured revolving, multi-currency credit facility issued by SVCP (the “Operating Facility”), amounts outstanding under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”) and debentures guaranteed by the SBA (the “SBA Debentures”). Prior to being repaid on September 17, 2021, debt included $175.0 million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). Prior to being replaced by Funding Facility II on August 4, 2020, debt included $300.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding (“Funding Facility I”). Prior to its maturity on December 15, 2019, debt also included convertible senior unsecured notes due December 2019 issued by the Company (the “2019 Convertible Notes”).

Total debt outstanding and available at September 30, 2021 was as follows:

Maturity Rate Carrying<br><br><br>Value ^(1)^ Available Total<br><br><br>Capacity
Operating Facility 2026 L+1.75% ^(2)^ $ 120,592,742 $ 179,407,258 $ 300,000,000 ^(3)^
Funding Facility II 2025 L+2.00% ^(4)^ — 200,000,000 200,000,000 ^(5)^
SBA Debentures 2024−2031 2.52% ^(6)^ 150,000,000 — 150,000,000
2022 Convertible Notes ($140 million par) 2022 4.625% 139,717,275 — 139,717,275
2024 Notes ($250 million par) 2024 3.900% 248,283,127 — 248,283,127
2026 Notes ($325 million par) 2026 2.850% 326,642,360 — 326,642,360
Total leverage 985,235,504 $ 379,407,258 $ 1,364,642,762
Unamortized issuance costs (7,393,385 )
Debt, net of unamortized issuance costs $ 977,842,119
(1) Except for the convertible notes, the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding.
--- ---
(2) As of September 30, 2021, $8.6 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%.
--- ---
(3) Facility has a $100 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions.
--- ---
(4) Subject to certain funding requirements
--- ---
(5) Facility has a $50 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the lender and other customary conditions.
--- ---
(6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%.
--- ---

Total debt outstanding and available at December 31, 2020 was as follows:

Maturity Rate Carrying<br><br><br>Value ^(1)^ Available Total<br><br><br>Capacity
Operating Facility 2024 L+2.00% ^(2)^ $ 120,454,270 $ 179,545,730 $ 300,000,000 ^(3)^
Funding Facility II 2025 L+2.00% ^(4)^ 36,000,000 164,000,000 200,000,000 ^(5)^
SBA Debentures 2024−2029 2.63% ^(6)^ 138,000,000 12,000,000 150,000,000
2022 Convertible Notes ($140 million par) 2022 4.625% 139,219,797 — 139,219,797
2022 Notes ($175 million par) 2022 4.125% 174,778,395 — 174,778,395
2024 Notes ($250 million par) 2024 3.900% 247,871,909 — 247,871,909
Total leverage 856,324,371 $ 355,545,730 $ 1,211,870,101
Unamortized issuance costs (6,308,172 )
Debt, net of unamortized issuance costs $ 850,016,199
(1) Except for the convertible notes, the 2022 Notes and the 2024 Notes, all carrying values are the same as the principal amounts outstanding.
--- ---
(2) As of December 31, 2020, $9.0 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%.
--- ---
(3) Facility has a $100 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions.
--- ---
(4) Subject to certain funding requirements
--- ---
(5) Facility has a $50 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the lender and other customary conditions.
--- ---

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Debt — (continued)
(6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%.

The combined weighted-average interest rates on total debt outstanding at September 30, 2021 and December 31, 2020 were 3.22% and 3.54%, respectively.

Total expenses related to debt included the following:

Nine Months Ended September 30,
2021 2020
Interest expense $ 27,337,394 $ 27,752,458
Amortization of deferred debt issuance costs 2,781,330 2,635,272
Commitment fees 1,217,536 942,594
Total $ 31,336,260 $ 31,330,324

Outstanding debt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of September 30, 2021, the estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures approximated their carrying values, and the 2022 Convertible Notes, the 2024 Notes and the 2026 Notes had estimated fair values of $140.9 million, $265.9 million and $332.7 million, respectively. As of December 31, 2020, the estimated fair values of the Operating Facility, Funding Facility I and the SBA Debentures approximated their carrying values, and the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes had estimated fair values of $142.6 million, $180.4 million and $261.4 million, respectively. The estimated fair values of the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures were determined by discounting projected remaining payments using market interest rates for borrowings of the Company and entities with similar credit risks at the measurement date. The estimated fair values of the 2022 Convertible Notes, 2022 Notes, 2024 Notes and 2026 Notes were determined using market quotations. The estimated fair values of the Operating Facility, Funding Facility I, Funding Facility II, the convertible notes, the 2022 Notes, the 2024 Notes, the 2026 Notes and the SBA Debentures as prepared for disclosure purposes were deemed to be Level 3 in the GAAP valuation hierarchy.

Convertible Unsecured Notes

On June 11, 2014, the Company issued $108.0 million of convertible senior unsecured notes, which matured on December 15, 2019. The 2019 Convertible Notes were general unsecured obligations of the Company, and ranked structurally junior to the revolving credit facilities and the SBA Debentures. The 2019 Convertible Notes bore interest at an annual rate of 5.25% and were redeemed in full at maturity.

On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that mature on March 1, 2022, unless previously converted or repurchased in accordance with their terms. The 2022 Convertible Notes are general unsecured obligations of the Company, and rank structurally junior to the Operating Facility, Funding Facility II and the SBA Debentures. The Company does not have the right to redeem the 2022 Convertible Notes prior to maturity. The 2022 Convertible Notes bear interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. At September 30, 2021, the principal amount of the 2022 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing price of the Company’s common stock. Therefore, no additional shares have been added to the calculation of diluted earnings per common share and weighted average common shares outstanding.

Prior to the close of business on the business day immediately preceding September 1, 2021, holders could have converted their 2022 Convertible Notes only under certain circumstances set forth in the indenture governing the terms of the 2022 Convertible Notes. On or after September 1, 2021 until the close of business on the scheduled trading day immediately preceding March 1, 2022, holders may convert their 2022 Convertible Notes at any time. Upon conversion, the Company will pay or deliver, as the case may be, at its election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, subject to the requirements of the indenture.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Debt — (continued)

The 2019 Convertible Notes and 2022 Convertible Notes were accounted for in accordance with ASC Topic 470-20 – Debt with Conversion and Other Options. Upon conversion of any of the 2022 Convertible Notes, the Company intends to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, has the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject to the requirements of the respective indenture. The Company has determined that the embedded conversion options in the 2019 Convertible Notes and 2022 Convertible Notes were not required to be separately accounted for as derivatives under GAAP. At the time of issuance the estimated values of the debt and equity components of the 2019 Convertible Notes were approximately 97.7% and 2.3%, respectively. At the time of issuance the estimated values of the debt and equity components of the 2022 Convertible Notes were approximately 97.6% and 2.4%, respectively.

The original issue discounts equal to the equity components of the 2019 Convertible Notes and 2022 Convertible Notes were recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. As a result, the Company records interest expense comprised of both stated interest and amortization of the original issue discounts. At the time of issuance, the equity components of the 2019 Convertible Notes and the 2022 Convertible Notes were $2.5 million and $3.3 million, respectively. As of September 30, 2021 and December 31, 2020, the components of the carrying values of the 2022 Convertible Notes were as follows:

September 30, 2021 December 31, 2020
Principal amount of debt $ 140,000,000 $ 140,000,000
Original issue discount, net of accretion (282,725 ) (780,203 )
Carrying value of debt $ 139,717,275 $ 139,219,797

For the nine months ended September 30, 2021 and 2020, the components of interest expense for the convertible notes were as follows:

Nine Months Ended September 30,
2021 2020
Stated interest expense $ 4,856,250 $ 4,856,250
Amortization of original issue discount 497,478 471,902
Total interest expense $ 5,353,728 $ 5,328,152

The estimated effective interest rate of the debt component of the 2022 Convertible Notes, equal to the stated interest of 4.625% plus the accretion of the original issue discount, was approximately 5.125% for the nine months ended September 30, 2021.

Unsecured Notes

On August 4, 2017, the Company issued $125.0 million of unsecured notes that mature on August 11, 2022, unless previously repurchased or redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of the 2022 Notes. The 2022 Notes bear interest at an annual rate of 4.125%, payable semi-annually, and all principal is due upon maturity. The 2022 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the 2022 Convertible Notes, the 2024 Notes and the 2026 Notes.

On September 17, 2021 and pursuant to the indenture governing the 2022 Notes, the Company redeemed all $175.0 million of the 2022 Notes then outstanding at a price equal to par plus a "make whole" premium, and accrued and unpaid interest. In connection with the redemption, the Company recognized a $6.2 million loss on extinguishment of debt as reflected in the Consolidated Statement of Operations.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Debt — (continued)

On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of the 2024 Notes and on October 2, 2020, the Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 million. The 2024 Notes bear interest at an annual rate of 3.900%, payable semi-annually, and all principal is due upon maturity. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the 2022 Convertible Notes and the 2026 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024 Notes were issued at a discount to the principal amount.

On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 9, 2026, unless previously repurchased or redeemed in accordance with their terms. The 2026 Notes were issued at a discount to the principal amount. On August 27, 2021, the Company issued an additional $150.0 million of the 2026 Notes, at a premium to par, for a total outstanding aggregate principal amount of $325.0 million. The 2026 Notes bear interest at an annual rate of 2.850%, payable semi-annually, and all principal is due upon maturity. The 2026 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the 2022 Convertible Notes and the 2024 Notes. The 2026 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2026 Notes, and any accrued and unpaid interest.

As of September 30, 2021 and December 31, 2020, the components of the carrying value of the 2022 Notes, 2024 Notes and 2026 Notes were as follows:

September 30, 2021 December 31, 2020
2022 Notes 2024 Notes 2026 Notes 2022 Notes 2024 Notes 2026 Notes
Principal amount of debt N/A $ 250,000,000 $ 325,000,000 $ 175,000,000 $ 250,000,000 N/A
Original issue (discount)/premium, net of accretion N/A (1,716,873 ) 1,642,360 (221,605 ) (2,128,091 ) N/A
Carrying value of debt N/A $ 248,283,127 $ 326,642,360 $ 174,778,395 $ 247,871,909 N/A

For the nine months ended September 30, 2021 and 2020, the components of interest expense for the 2022 Notes, 2024 Notes and 2026 Notes were as follows:

Nine Months Ended September 30,
2021 2020
2022 Notes 2024 Notes 2026 Notes 2022 Notes 2024 Notes 2026 Notes
Stated interest expense $ 5,133,333 $ 7,312,500 $ 3,617,917 $ 5,414,063 $ 5,850,000 N/A
Amortization of original issue discount 94,927 411,218 38,360 95,763 328,622 N/A
Total interest expense $ 5,228,260 $ 7,723,718 $ 3,656,277 $ 5,509,826 $ 6,178,622 N/A

Operating Facility

The Operating Facility consists of a revolving, multi-currency credit facility which provides for amounts to be drawn up to $300.0 million, subject to certain collateral and other restrictions. The Operating Facility includes a $100 million accordion feature which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. Most of the cash and investments held directly by SVCP, as well as the net assets of TCPC Funding, TCPC Funding II and the SBIC, are included in the collateral for the facility.

On June 22, 2021, the Operating Facility was amended to (i) extend the maturity date by two years from May 6, 2024 to May 6, 2026, (ii) change the interest rate applicable to borrowings to (a) LIBOR plus an applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either 0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion of the Operating Facility above the minimum utilization amount from 0.50% per annum to 0.375% per annum.  Undrawn portions of the Operating Facility below the minimum utilization amount continue to accrue commitment fees at a rate of 0.50% per annum until the earlier of (i) March 1, 2022 and (ii) the date on which the March 2022 Convertible Notes are terminated in full, after which time they will accrue at a rate of 2.00% per annum.  The Operating Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of September 30, 2021, SVCP was in full compliance with such covenants.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Debt — (continued)

Funding Facility I

Funding Facility I was a senior secured revolving credit facility which provided for amounts to be drawn up to $300.0 million, subject to certain collateral and other restrictions and had a maturity of May 31, 2023. Borrowings under Funding Facility I bore interest at a rate of LIBOR plus either 2.00% or 2.35% per annum, subject to certain funding requirements, plus an administrative fee of 0.25% per annum. In addition to amounts due on outstanding debt, the facility accrued commitment fees of 0.25% per annum on the unused portion of the facility, or 0.50% per annum when the unused portion is greater than 33% of the total facility, plus an administrative fee of 0.25% per annum. The facility was terminated in August 2020 and replaced with Funding Facility II.

Funding Facility II

Funding Facility II is a senior secured revolving credit facility which provides for amounts to be drawn up to $200.0 million, subject to certain collateral and other restrictions. The facility contains an accordion feature which allows for expansion of the facility to up to $250.0 million subject to consent from the lender and other customary conditions. The cash and investments of TCPC Funding II are included in the collateral for the facility.

Borrowings under Funding Facility II bear interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirements, plus a 0.35% fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the unused portion of the facility. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. As of September 30, 2021, TCPC Funding II was in full compliance with such covenants.

SBA Debentures

As of September 30, 2021, the SBIC is able to issue up to $150.0 million in SBA Debentures, subject to funded regulatory capital and other customary regulatory requirements. As of September 30, 2021, SVCP had committed $87.5 million of regulatory capital to the SBIC, all of which had been funded. SBA Debentures are non-recourse and may be prepaid at any time without penalty. Once drawn, the SBIC debentures bear an interim interest rate of LIBOR plus 30 basis points. The rate then becomes fixed at the time of SBA pooling, which occurs twice each year, and is set to the then-current 10-year treasury rate plus a spread and an annual SBA charge.

SBA Debentures outstanding as of September 30, 2021 were as follows:

Issuance Date Maturity Debenture<br><br><br>Amount Fixed<br><br><br>Interest<br><br><br>Rate SBA<br><br><br>Annual<br><br><br>Charge
September 24, 2014 September 1, 2024 $ 18,500,000 3.02 % 0.36 %
March 25, 2015 March 1, 2025 9,500,000 2.52 % 0.36 %
September 23, 2015 September 1, 2025 10,800,000 2.83 % 0.36 %
March 23, 2016 March 1, 2026 4,000,000 2.51 % 0.36 %
September 21, 2016 September 1, 2026 18,200,000 2.05 % 0.36 %
September 20, 2017 September 1, 2027 14,000,000 2.52 % 0.36 %
March 21, 2018 March 1, 2028 8,000,000 3.19 % 0.35 %
September 19, 2018 September 1, 2028 15,000,000 3.55 % 0.35 %
September 25, 2019 September 1, 2029 40,000,000 2.28 % 0.35 %
September 22, 2021 September 1, 2031 12,000,000 1.30 % 0.35 %
150,000,000 2.52 % *
* Weighted-average interest rate
--- ---

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Debt — (continued)

SBA Debentures outstanding as of December 31, 2020 were as follows:

Issuance Date Maturity Debenture<br><br><br>Amount Fixed<br><br><br>Interest<br><br><br>Rate SBA<br><br><br>Annual<br><br><br>Charge
September 24, 2014 September 1, 2024 $ 18,500,000 3.02 % 0.36 %
March 25, 2015 March 1, 2025 9,500,000 2.52 % 0.36 %
September 23, 2015 September 1, 2025 10,800,000 2.83 % 0.36 %
March 23, 2016 March 1, 2026 4,000,000 2.51 % 0.36 %
September 21, 2016 September 1, 2026 18,200,000 2.05 % 0.36 %
September 20, 2017 September 1, 2027 14,000,000 2.52 % 0.36 %
March 21, 2018 March 1, 2028 8,000,000 3.19 % 0.35 %
September 19, 2018 September 1, 2028 15,000,000 3.55 % 0.35 %
September 25, 2019 September 1, 2029 40,000,000 2.28 % 0.35 %
$ 138,000,000 2.63 % *
* Weighted-average interest rate
--- ---
  1. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk

SVCP, TCPC Funding, TCPC Funding II and the SBIC conduct business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the San Francisco area.

In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Company, SVCP, TCPC Funding, TCPC Funding II and the SBIC enter into contracts that contain a variety of indemnifications, and are engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued)

The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at September 30, 2021 and December 31, 2020 as follows:

Unfunded Balances
Issuer Maturity September 30, 2021 December 31, 2020
2-10 Holdco, Inc. 3/26/2026 $ 723,670 $ 416,667
Acquia, Inc. 11/1/2025 1,659,488 1,803,792
ALCV Purchaser, Inc. (AutoLenders) 2/25/2026 662,974 N/A
Applause App Quality, Inc. 9/20/2022 1,509,820 1,509,820
Appriss Health, LLC (PatientPing) 5/6/2027 544,531 N/A
Aras Corporation 4/13/2027 2,035,443 N/A
Auto Trakk SPV, LLC 12/21/2021 N/A 3,193,208
Backoffice Associates Holdings, LLC (Syniti) 4/30/2026 1,114,481 N/A
CAREATC, Inc. 3/14/2024 607,288 607,288
Certify, Inc. 2/28/2024 797,158 797,158
Colony Display, LLC 6/30/2026 3,538,254 N/A
Cybergrants Holdings, LLC 9/8/2027 555,556 N/A
Dude Solutions Holdings, Inc. 6/13/2025 2,207,896 2,207,896
ESO Solutions, Inc. 5/3/2027 1,750,277 N/A
IT Parent, LLC (Insurance Technologies) 10/1/2026 458,333 125,000
James Perse Enterprises, Inc. 9/8/2027 1,944,444 N/A
Rhode Holdings, Inc. (Kaseya) 5/2/2025 3,298,042 N/A
Kellermeyer Bergensons Services, LLC 11/7/2026 N/A 1,588,235
Khoros, LLC (Lithium) 10/3/2022 1,983,364 1,322,243
Olaplex, Inc. 1/8/2025 1,340,000 1,340,000
Porcelain Acquisition Corporation (Paramount) 4/30/2027 2,686,999 N/A
Patient Point Network Solutions, LLC 6/26/2022 N/A 528,187
Pluralsight, Inc. 4/6/2027 2,417,128 N/A
Razor Group GmbH (Germany) 9/30/2025 8,990,707 N/A
ResearchGate GmBH 10/1/2022 N/A 8,286,000
Rhode Holdings, Inc. (Kaseya) 5/2/2025 N/A 2,243,838
RigUp, Inc. 3/1/2024 N/A 9,666,667
Sandata Technologies, LLC 7/23/2024 2,250,000 2,250,000
SEP Raptor Acquisition, Inc. (Loopio) (Canada) 3/31/2027 1,163,276 N/A
Snow Software AB 4/17/2024 N/A 3,052,384
Sonny’s Enterprises, LLC 8/5/2026 N/A 9,208,057
Space Midco, Inc. (Archibus) 12/5/2023 N/A 277,778
Spark Networks, Inc. 7/1/2023 1,005,887 1,005,887
Sunland Asphalt & Construction, LLC 1/13/2022 1,312,184 N/A
Superman Holdings, LLC (Foundation Software) 8/31/2026 1,256,026 1,256,026
Sep Vulcan Acquisition, Inc. (Tasktop) (Canada) 3/16/2027 1,119,498 N/A
Team Software, Inc. 9/17/2023 N/A 2,457,847
Telarix, Inc. 11/19/2023 357,143 357,143
Tempus, LLC (Epic Staffing) 2/5/2027 4,084,459 N/A
Thermostat Buyer, LLC (Reedy Industries) 8/31/2029 1,329,250 N/A
Thras.io, LLC 12/18/2026 8,787,651 9,939,759
Unanet, Inc. 5/31/2024 2,525,510 2,525,510
Xactly Corporation 7/31/2022 854,898 854,898
Total Unfunded Balances $ 66,871,634 $ 68,821,288

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Other Related Party Transactions

The Company, SVCP, TCPC Funding, TCPC Funding II, the SBIC, the Advisor and their members and affiliates may be considered related parties. From time to time, SVCP advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the Company. At September 30, 2021 and December 31, 2020, no such amounts were outstanding. From time to time, the Advisor advances payments to third parties on behalf of the Company and SVCP and receives reimbursement from the Company. At September 30, 2021 and December 31, 2020, amounts reimbursable to the Advisor totaled $0.6 million and $1.3 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities.

Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company. For the three months ended September 30, 2021 and 2020, expenses allocated pursuant to the Administration Agreement totaled $0.4 million and $0.5 million, respectively. For the nine months ended September 30, 2021 and 2020, expenses allocated pursuant to the Administration Agreement totaled $1.4 million and $1.6 million, respectively.

  1. Stockholders’ Equity and Dividends

Prior to its discontinuance effective July 7, 2020, the Company had offered an “opt in” dividend reinvestment plan to common stockholders, pursuant to which the dividends payable to those shareholders who so elected would be reinvested in shares of common stock. The following table summarizes the total shares issued and proceeds received in connection with the Company’s dividend reinvestment plan for the nine months ended September 30, 2020:

2020
Shares Issued 838
Average Price Per Share $ 7.46
Proceeds $ 6,253

The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the nine months ended September 30, 2021:

Date Declared Record Date Payment Date Type Amount<br><br><br>Per<br><br><br>Share Total Amount
February 25, 2021 March 17, 2021 March 31, 2021 Regular $ 0.30 $ 17,330,179
May 5, 2021 June 16, 2021 June 30, 2021 Regular 0.30 17,330,179
August 2, 2021 September 16, 2021 September 30, 2021 Regular 0.30 17,330,179
$ 0.90 $ 51,990,537

The following table summarizes the Company’s dividends declared and paid for the nine months ended September 30, 2020:

Date Declared Record Date Payment Date Type Amount<br><br><br>Per<br><br><br>Share Total Amount
February 26, 2020 March 17, 2020 March 31, 2020 Regular $ 0.36 $ 21,155,913
May 11, 2020 June 16, 2020 June 30, 2020 Regular 0.36 20,796,088
August 6, 2020 September 16, 2020 September 30, 2020 Regular 0.30 17,330,179
$ 1.02 $ 59,282,180

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Stockholders’ Equity and Dividends — (continued)

On February 24, 2015, the Company’s board of directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on July 29, 2021, to be in effect through the earlier of two trading days after the Company’s third quarter 2021 earnings release unless further extended or terminated by the Company’s board of directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the nine months ended September 30, 2020:

Shares<br><br><br>Repurchased Price Per<br><br><br>Share Total Cost
Company Repurchase Plan 1,000,000 $ 6.10 * $ 6,100,190
* Weighted-average price per share
--- ---
  1. Earnings Per Share

In accordance with ASC 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, if any, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the net increase in net assets per share resulting from operations for the three and nine months ended September 30, 2021 and 2020:

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Net increase (decrease) in net assets from operations $ 10,896,679 $ 46,516,299 $ 101,208,051 $ 23,386,155
Weighted average shares outstanding 57,767,264 57,767,264 57,767,264 58,066,434
Earnings (loss) per share $ 0.19 $ 0.81 $ 1.75 $ 0.40
  1. Subsequent Events

On October 28, 2021, the Company’s board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s fourth quarter 2021 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

On October 28, 2021, the Company’s board of directors established the role of Lead Independent Director, and elected Eric Draut to serve in this role. Mr. Draut has served on the Company’s board of directors since 2011 and had recently served as Chair of the Audit Committee. In conjunction with the establishment of a Lead Independent Director and Mr. Draut’s appointment, the board also appointed existing board members Peter Schwab and Freddie Reiss as Chair of the Governance and Compensation Committee and Chair of the Audit Committee, respectively.

On November 3, 2021, the Company’s board of directors declared a fourth quarter dividend of $0.30 per share payable on December 31, 2021 to stockholders of record as of the close of business on December 17, 2021.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Financial Highlights
Nine Months Ended September 30,
2021 2020
Per Common Share
Per share NAV at beginning of period $ 13.24 $ 13.21
Investment operations:
Net investment income 0.95 1.09
Net realized and unrealized gain (loss) 0.91 (0.65 )
Total from investment operations 1.86 0.44
Repurchase of common stock — 0.12
Loss on extinguishment of debt (0.11 ) (0.04 )
Dividends to common shareholders (0.90 ) (1.02 )
Per share NAV at end of period $ 14.09 $ 12.71
Per share market price at end of period $ 13.57 $ 9.81
Total return based on market value ^(1), (2)^ 28.7 % (22.9 )%
Total return based on net asset value ^(1), (3)^ 13.2 % 3.9 %
Shares outstanding at end of period 57,767,264 57,767,264
Ratios to average common equity: ^(4)^
Net investment income 9.8 % 12.0 %
Expenses before incentive fee 9.5 % 10.2 %
Expenses and incentive fee 11.3 % 11.6 %
Ending common shareholder equity $ 814,204,093 $ 734,328,424
Portfolio turnover rate 29.2 % 16.5 %
Weighted-average debt outstanding $ 986,327,197 $ 943,329,378
Weighted-average interest rate on debt 3.7 % 3.9 %
Weighted-average number of common shares 57,767,264 58,066,434
Weighted-average debt per share $ 17.07 $ 16.25
(1) Not annualized.
--- ---
(2) Total return based on market value equals the change in ending market value per share during share during the period plus declared dividends per share during the period, divided by the market value per share at the beginning of the period.
--- ---
(3) Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share at the beginning of the period.
--- ---
(4) Annualized, except for incentive compensation.
--- ---

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Senior Securities

Information about the Company's senior securities is shown in the following table as of the end of each of the last ten fiscal years and the period ended September 30, 2021.

Class and Year Total Amount<br><br><br>Outstanding^(1)^ Asset Coverage<br><br><br>Per Unit^(2)^ Involuntary Liquidating<br><br><br>Preference Per Unit^(3)^ Average Market<br><br><br>Value Per Unit^(4)^
Operating Facility
As of September 30, 2021 (Unaudited) $ 120,593 $ 13,653 — N/A
Fiscal Year 2020 120,454 9,508 — N/A
Fiscal Year 2019 108,498 5,812 — N/A
Fiscal Year 2018 82,000 5,221 — N/A
Fiscal Year 2017 57,000 6,513 — N/A
Fiscal Year 2016 100,500 4,056 — N/A
Fiscal Year 2015 124,500 3,076 — N/A
Fiscal Year 2014 70,000 5,356 — N/A
Fiscal Year 2013 45,000 8,176 — N/A
Fiscal Year 2012 74,000 7,077 — N/A
Fiscal Year 2011 29,000 13,803 — N/A
Preferred Interests
As of September 30, 2021 (Unaudited) N/A NA N/A N/A
Fiscal Year 2020 N/A NA N/A N/A
Fiscal Year 2019 N/A N/A N/A N/A
Fiscal Year 2018 N/A N/A N/A N/A
Fiscal Year 2017 N/A N/A N/A N/A
Fiscal Year 2016 N/A N/A N/A N/A
Fiscal Year 2015 N/A N/A N/A N/A
Fiscal Year 2014 $ 134,000 $ 51,592 $ 20,074 N/A
Fiscal Year 2013 134,000 68,125 20,075 N/A
Fiscal Year 2012 134,000 50,475 20,079 N/A
Fiscal Year 2011 134,000 49,251 20,070 N/A
Funding Facility I
As of September 30, 2021 (Unaudited) N/A N/A — N/A
Fiscal Year 2020 N/A N/A — N/A
Fiscal Year 2019 $ 158,000 $ 5,812 — N/A
Fiscal Year 2018 212,000 5,221 — N/A
Fiscal Year 2017 175,000 6,513 — N/A
Fiscal Year 2016 175,000 4,056 — N/A
Fiscal Year 2015 229,000 3,076 — N/A
Fiscal Year 2014 125,000 5,356 — N/A
Fiscal Year 2013 50,000 8,176 — N/A
Funding Facility II
As of September 30, 2021 (Unaudited) $ — $ 13,653 — N/A
Fiscal Year 2020 36,000 9,508 — N/A
SBA Debentures
As of September 30, 2021 (Unaudited) $ 150,000 $ 13,653 — N/A
Fiscal Year 2020 138,000 9,508 — N/A
Fiscal Year 2019 138,000 5,812 — N/A
Fiscal Year 2018 98,000 5,221 — N/A
Fiscal Year 2017 83,000 6,513 — N/A
Fiscal Year 2016 61,000 4,056 — N/A
Fiscal Year 2015 42,800 3,076 — N/A
Fiscal Year 2014 28,000 5,356 — N/A
2019 Convertible Notes
As of September 30, 2021 (Unaudited) N/A N/A — N/A
Fiscal Year 2020 N/A N/A — N/A
Fiscal Year 2019 N/A N/A — N/A
Fiscal Year 2018 $ 108,000 $ 2,157 — N/A
Fiscal Year 2017 108,000 2,335 — N/A
Fiscal Year 2016 108,000 2,352 — N/A
Fiscal Year 2015 108,000 2,429 — N/A
Fiscal Year 2014 108,000 3,617 — N/A
2022 Convertible Notes
As of September 30, 2021 (Unaudited) $ 140,000 $ 1,977 — N/A
Fiscal Year 2020 140,000 2,058 — N/A
Fiscal Year 2019 140,000 1,992 — N/A
Fiscal Year 2018 140,000 2,157 — N/A
Fiscal Year 2017 140,000 2,335 — N/A
Fiscal Year 2016 140,000 2,352 — N/A
2022 Notes
As of September 30, 2021 (Unaudited) N/A N/A — N/A
Fiscal Year 2020 175,000 2,058 — N/A
Fiscal Year 2019 175,000 1,992 — N/A
Fiscal Year 2018 175,000 2,157 — N/A
Fiscal Year 2017 175,000 2,335 — N/A
2024 Notes
As of September 30, 2021 (Unaudited) $ 250,000 $ 1,977 — N/A
Fiscal Year 2020 250,000 2,058 — N/A
Fiscal Year 2019 200,000 1,992 — N/A
2026 Notes
As of September 30, 2021 (Unaudited) $ 325,000 $ 1,977 — N/A

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2021

  1. Senior Securities — (continued)
(1) Total amount of each class of senior securities outstanding at the end of the period presented (in 000’s).
(2) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness.  For the Operating Facility, Funding Facility I and Funding Facility II, the asset coverage ratio with respect to indebtedness is multiplied by $1,000 to determine the Asset Coverage Per Unit.
--- ---
(3) The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it.  The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
--- ---
(4) The Company's senior securities are not registered for public trading.
--- ---

BlackRock TCP Capital Corp.

Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates^(1)^(Unaudited)

Nine Months Ended September 30, 2021

Security Dividends or<br><br><br>Interest^(2)^ Fair Value at<br><br><br>December 31,<br><br><br>2020 Net realized<br><br><br>gain or loss Net increase<br><br><br>or decrease<br><br><br>in unrealized<br><br><br>appreciation<br><br><br>or depreciation Acquisitions^(3)^ Dispositions^(4)^ Fair Value at<br><br><br>September 30,<br><br><br>2021
Edmentum Ultimate Holdings, LLC, Class A Common Units $ 867,570 $ - $ 1,028,057 $ - $ (7,006 ) $ (1,021,051 ) $ -
Iracore International Holdings, Inc., Senior Secured 1st Lien<br><br><br>Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21 100,414 1,324,140 - - - - 1,324,140
Iracore Investments Holdings, Inc., Class A Common Stock 385,384 5,181,526 - (899,979 ) - - 4,281,547
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units - 7,401,888 - (205,746 ) - - 7,196,142
NEG Parent, LLC (CORE Entertainment, Inc.), Class A<br><br><br>Warrants to Purchase Class A Units - 438,161 - (9,830 ) - - 428,331
NEG Parent, LLC (CORE Entertainment, Inc.), Class B<br><br><br>Warrants to Purchase Class A Units - 442,508 - (9,927 ) - - 432,581
TVG-Edmentum Holdings, LLC, Series A Preferred Units 2,487,921 27,758,980 5,068,544 (155,210 ) 2,267,487 (34,939,801 ) —
TVG-Edmentum Holdings, LLC, Series B-1 Common Units 1,399,431 13,511,732 - 19,085,461 1,399,431 - 33,996,624
TVG-Edmentum Holdings, LLC, Series B-2 Common Units - 12,868,247 - 21,128,377 - - 33,996,624
Total $ 5,240,720 $ 68,927,182 $ 6,096,601 $ 38,933,146 $ 3,659,912 $ (35,960,852 ) $ 81,655,989

Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:

(1) The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities.
(2) Also includes fee income as applicable.
--- ---
(3) Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
--- ---
(4) Dispositions include decreases in the cost basis from sales and paydowns.
--- ---

BlackRock TCP Capital Corp.

Consolidated Schedule of Changes in Investments in Controlled Affiliates^(1)^^^(Unaudited)

Nine Months Ended September 30, 2021

Security Dividends<br><br><br>or Interest<br><br><br>^(2)^ Fair Value at<br><br><br>December 31,<br><br><br>2020 Net realized<br><br><br>gain or loss Net increase<br><br><br>or decrease<br><br><br>in unrealized<br><br><br>appreciation<br><br><br>or depreciation Acquisitions ^(3)^ Dispositions^(4)^ Fair Value at<br><br><br>September 30,<br><br><br>2021
36th Street Capital Partners Holdings, LLC, Membership<br><br><br>Units $ 1,768,119 $ 33,135,000 $ - $ (3,930,391 ) $ 2,541,391 $ - $ 31,746,000
36th Street Capital Partners Holdings, LLC, Senior Note,<br><br><br>12%, due 11/1/25 3,696,003 40,834,419 - - 2,958,609 - 43,793,028
Anacomp, Inc., Class A Common Stock - 401,769 - (188,329 ) - - 213,440
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 0%,<br><br><br>due 6/30/21 - 1,154,036 - (182,738 ) - - 971,298
Conergy Asia Holdings Limited, Class B Shares - — - - - - -
Conergy Asia Holdings Limited, Ordinary Shares - — - - - - -
Conventional Lending TCP Holdings, LLC,<br><br><br>Membership Units 1,274,754 18,050,826 - 804,174 45,000 - 18,900,000
Kawa Solar Holdings Limited, Bank Guarantee<br><br><br>Credit Facility, 0%, due 12/31/21 - 3,336,148 - (3,234,833 ) - - 101,315
Kawa Solar Holdings Limited, Ordinary Shares - — - - - - -
Kawa Solar Holdings Limited, Revolving Credit<br><br><br>Facility, 0%, due 12/31/21 - 2,114,333 - 3,030,054 - (3,133,334 ) 2,011,053
Kawa Solar Holdings Limited, Series B Preferred Shares - — - - - - -
Total $ 6,738,876 $ 99,026,531 $ — $ (3,702,063 ) $ 5,545,000 $ (3,133,334 ) $ 97,736,134

Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:

(1) The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities.
(2) Also includes fee income as applicable.
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(3) Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
--- ---
(4) Dispositions include decreases in the cost basis from sales and paydowns.
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BlackRock TCP Capital Corp.

Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates ^(1)^

Year Ended December 31, 2020

Security Dividends or<br><br><br>Interest^(2)^ Fair Value at<br><br><br>December 31,<br><br><br>2019 Net realized<br><br><br>gain or loss Net increase<br><br><br>or decrease<br><br><br>in unrealized<br><br><br>appreciation<br><br><br>or depreciation Acquisitions^(3)^ Dispositions^(4)^ Fair Value at<br><br><br>December 31,<br><br><br>2020
AGY Holding Corp., Common Stock $ — $ — $ — $ — $ — $ — $ —
AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%,<br><br><br>due 12/15/25 — 3,708,428 (8,778,822 ) 5,070,394 — — —
AGY Holding Corp., Senior Secured Delayed Draw Term<br><br><br>Loan A, 12%, due 9/15/20 94,024 — — — 1,227,453 (1,227,453 ) —
AGY Holding Corp., Senior Secured Delayed Draw Term<br><br><br>Loan, 12%, due 9/15/20 59,678 1,114,120 (1,174,170 ) — 60,050 — —
AGY Holding Corp., Senior Secured Term Loan A1, 12%,<br><br><br>due 9/15/20 97,185 — — — 721,296 (721,296 ) —
AGY Holding Corp., Senior Secured Term Loan, 12%,<br><br><br>due 9/15/20 155,135 5,171,151 (4,589,653 ) — 156,858 (738,356 ) —
Edmentum Ultimate Holdings, LLC, Class A Common<br><br><br>Units 2,623,729 1,433,968 4,380,041 (753,742 ) — (5,060,267 ) —
Edmentum Ultimate Holdings, LLC, Junior PIK Notes,<br><br><br>10%, due 12/9/21 1,850,985 17,609,276 — (72,760 ) 1,927,179 (19,463,695 ) —
Edmentum Ultimate Holdings, LLC, Senior PIK Notes,<br><br><br>8.5%, due 6/9/20 313,061 3,675,888 — — 327,176 (4,003,064 ) —
Edmentum Ultimate Holdings, LLC, Warrants to<br><br><br>Purchase Class A Common Units — 7,084,470 4,947,853 (7,084,469 ) — (4,947,854 ) —
Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20 266,556 5,235,978 — (5 ) 474,037 (5,710,010 ) —
Edmentum, Inc., Senior Secured 1st Lien Term Loan B,<br><br><br>8.5%, due 6/9/21 2,194,392 10,740,023 — (1,173,442 ) 1,466,235 (11,032,816 ) —
Edmentum, Inc., Senior Secured 2nd Lien Term Loan, 7%<br><br><br>PIK, due 12/8/21 576,320 8,281,661 — (8 ) 603,596 (8,885,249 ) —
Edmentum, Inc., Senior Secured 2nd Lien Revolver, 5%<br><br><br>PIK, due 12/9/21 834,028 — — — 5,805,188 (5,805,188 ) —
Educationcity Limited (Edmentum), Senior Unsecured<br><br><br>Promissory Note, 10%, due 8/31/20 329,098 — — — 3,707,423 (3,707,423 ) —
Iracore International Holdings, Inc., Senior Secured 1st Lien<br><br><br>Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21 169,286 1,635,903 — — — (311,763 ) 1,324,140
Iracore Investments Holdings, Inc., Class A Common Stock — 2,476,881 — 2,704,645 — — 5,181,526
KAGY Holding Company, Inc., Series A Preferred Stock — — (1,091,199 ) 1,091,199 — — —
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units — 6,925,848 — 476,040 — — 7,401,888
NEG Parent, LLC (CORE Entertainment, Inc.), Class A<br><br><br>Warrants to Purchase Class A Units — 391,407 — 46,754 — — 438,161
NEG Parent, LLC (CORE Entertainment, Inc.), Class B<br><br><br>Warrants to Purchase Class A Units — 395,290 — 47,218 — — 442,508
NEG Parent, LLC (CORE Entertainment, Inc.), Litigation<br><br><br>Trust Units — — 45,038 — — (45,038 ) —
TVG-Edmentum Holdings, LLC, Series A Preferred Units — — — 155,201 27,603,779 — 27,758,980
TVG-Edmentum Holdings, LLC, Series B-1 Common Units — — — 90,570 13,421,162 — 13,511,732
TVG-Edmentum Holdings, LLC, Series B-2 Common Units — — — (552,915 ) 13,421,162 — 12,868,247
Total $ 9,563,477 $ 75,880,292 $ (6,260,912 ) $ 44,680 $ 70,922,594 $ (71,659,472 ) $ 68,927,182

Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:

(1) The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities.
(2) Also includes fee and lease income as applicable.
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(3) Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
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(4) Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.
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BlackRock TCP Capital Corp.

Consolidated Schedule of Changes in Investments in Controlled Affiliates ^(1)^

Year Ended December 31, 2020

Security Dividends<br><br><br>or Interest ^(2)^ Fair Value at<br><br><br>December 31,<br><br><br>2019 Net realized<br><br><br>gain or loss Net increase<br><br><br>or decrease<br><br><br>in unrealized<br><br><br>appreciation<br><br><br>or depreciation Acquisitions ^(3)^ Dispositions^(4)^ Fair Value at<br><br><br>December 31,<br><br><br>2020
36th Street Capital Partners Holdings, LLC, Membership Units $ 2,471,415 $ 31,682,859 $ — $ 1,452,141 $ — $ — $ 33,135,000
36th Street Capital Partners Holdings, LLC, Senior Note, 12%,<br><br><br>due 11/1/20 4,900,130 40,834,419 — — — — 40,834,419
Anacomp, Inc., Class A Common Stock — 1,167,640 — (765,871 ) — — 401,769
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%,<br><br><br>due 6/30/21 44,223 1,207,786 — (390,084 ) 336,334 — 1,154,036
Conergy Asia Holdings Limited, Class B Shares — — — — — — —
Conergy Asia Holdings Limited, Ordinary Shares — — — — — — —
Conventional Lending TCP Holdings, LLC,<br><br><br>Membership Units 1,436,922 14,269,948 — (950,043 ) 4,730,921 — 18,050,826
Kawa Solar Holdings Limited, Bank Guarantee<br><br><br>Credit Facility, 0%, due 12/31/21 — 3,289,438 — 46,710 — — 3,336,148
Kawa Solar Holdings Limited, Ordinary Shares — — — — — — —
Kawa Solar Holdings Limited, Revolving Credit<br><br><br>Facility, 0%, due 12/31/21 — 2,208,823 — (94,490 ) — — 2,114,333
Kawa Solar Holdings Limited, Series B Preferred Shares — — — — — — —
United N659UA-767, LLC (Aircraft Trust Holding Company) 26,635 2,300,366 (32,062 ) (134,933 ) — (2,133,371 ) —
United N661UA-767, LLC (Aircraft Trust Holding Company) 11,502 2,347,314 162,012 (121,954 ) — (2,387,372 ) —
Total $ 8,890,827 $ 99,308,593 $ 129,950 $ (958,524 ) $ 5,067,255 $ (4,520,743 ) $ 99,026,531

Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:

(1) The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities.
(2) Also includes fee and lease income as applicable.
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(3) Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
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(4) Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.
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BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

September 30, 2021

Investment Acquisition Date
AGY Equity, LLC, Class A Preferred Units 9/3/2020
AGY Equity, LLC, Class B Preferred Units 9/3/2020
AGY Equity, LLC, Class C Common Units 9/3/2020
Autoalert Acquisition Co, LLC, Warrants to Purchase LLC Interests 6/30/20
Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 9%, due 10/1/22 1/26/17
Avanti Communications Group, PLC (144A), Senior Second-Priority PIK Toggle Note, 9%, due 10/1/22 1/26/17
Envigo RMS Holding Corp., Common Stock 6/3/19
Fidelis (SVC) LLC, Series C Preferred Units 12/31/19
FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock 1/30/19
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock 5/4/17
GACP I, LP (Great American Capital), Membership Units 10/1/15
GACP II, LP (Great American Capital), Membership Units 1/12/18
GlassPoint, Inc., Warrants to Purchase Common Stock 2/7/17
InMobi, Inc., Warrants to Purchase Common Stock 8/22/17
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $20.01) 9/18/15
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) 10/1/18
Nanosys, Inc., Warrants to Purchase Preferred Stock 3/29/16
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units 2/7/20
Quora, Inc., Warrants to Purchase Series D Preferred Stock 4/12/19
Razor Group GmbH (Germany), Warrants to Purchase Preferred Stock 4/28/21
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock 11/7/19
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock 3/20/18
Soraa, Inc., Warrants to Purchase Preferred Stock 8/29/14
SoundCloud, Ltd., Warrants to Purchase Preferred Stock 4/30/15
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock 3/9/17
Utilidata, Inc., Common Stock 7/6/20
Utilidata, Inc., Series C Preferred Stock 7/6/20
Utilidata, Inc., Series CC Preferred Stock 7/6/20
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock 2/11/21

BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 2020

Investment Acquisition Date
Actifio, Inc., Warrants to Purchase Series F Preferred Stock 5/5/17
AutoAlert Acquisition Co, LLC, Warrants to Purchase LLC Interest 6/30/20
Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 9%, due 10/1/22 1/26/17
Avanti Communications Group, PLC (144A), Senior Second-Priority PIK Toggle Note, 9%, due 10/1/22 1/26/17
Domo, Inc., Warrants to Purchase Common Stock 12/5/17
Envigo RMS Holding Corp., Common Stock 6/3/19
Fidelis (SVC) LLC, Series C Preferred Units 12/31/19
FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock 1/30/19
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock 5/4/17
GACP I, LP (Great American Capital), Membership Units 10/1/15
GACP II, LP (Great American Capital), Membership Units 1/12/18
GlassPoint Solar, Inc., Warrants to Purchase Series C-1 Preferred Stock 2/7/17
GlassPoint Solar, Inc., Warrants to Purchase Series D Preferred Stock 3/16/18
InMobi, Inc., Warrants to Purchase Common Stock 8/22/17
InMobi, Inc., Warrants to Purchase Series E Preferred Stock 9/18/15
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) 10/1/18
Nanosys, Inc., Warrants to Purchase Preferred Stock 3/29/16
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units 2/7/20
Quora, Inc., Warrants to Purchase Series D Preferred Stock 4/12/19
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock 11/7/19
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock 3/20/18
Soraa, Inc., Warrants to Purchase Common Stock 8/29/14
SoundCloud, Ltd., Warrants to Purchase Preferred Stock 4/30/15
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock 3/9/17
Utilidata, Inc., Common Stock 7/6/20
Utilidata, Inc., Series C Preferred Stock 7/6/20
Utilidata, Inc., Series CC Preferred Stock 7/6/20
V Telecom Investment S.C.A. (Vivacom), Common Shares 11/9/12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or financial condition of BlackRock TCP Capital Corp. (the “Company,” “we,” “us” or “our”), formerly known as TCP Capital Corp. The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

• our, or our portfolio companies’, future business, operations, operating results or prospects;
• the return or impact of current and future investments;
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• the impact of a protracted decline in the liquidity of credit markets on our business;
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• the impact of fluctuations in interest rates on our business;
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• the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies;
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• our contractual arrangements and relationships with third parties;
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• the general economy and its impact on the industries in which we invest;
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• the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;
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• our expected financings and investments;
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• the adequacy of our financing resources and working capital;
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• the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments;
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• the timing of cash flows, if any, from the operations of our portfolio companies;
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• the timing, form and amount of any dividend distributions; and
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• our ability to maintain our qualification as a regulated investment company and as a business development company.
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We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we 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 we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle-market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, we may make equity investments directly. Certain investment operations are conducted through the Company’s wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”), TCPC Funding II, LLC ("TCPC Funding II") and TCPC SBIC, LP (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the “Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding, TCPC Funding II and the

SBIC. On August 1, 2018, the Advisor merged with and into a wholly owned subsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. The SBIC was organized as a Delaware limited partnership in June 2013. On April 22, 2014, the SBIC received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958.

The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding, TCPC Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018, and thereafter is and will be treated as a disregarded entity.

Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $140.0 million in convertible senior unsecured notes issued by the Company maturing in 2022 (the “2022 Convertible Notes”), $250.0 million in senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing in 2026 (the “2026 Notes”) and $150.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding Facility II, the 2022 Convertible Notes, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on September 17, 2021, debt included $175.0 million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). Prior to being replaced by Funding Facility II on August 4, 2020, leverage included $300.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding (“Funding Facility I”). Prior to its maturity on December 15, 2019, leverage also included convertible senior unsecured notes due December 2019 issued by the Company (the “2019 Convertible Notes”).

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended, for each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of September 30, 2021, 87.1% of our total assets were invested in qualifying assets.

Revenues

We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

Expenses

Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive compensation, expenses reimbursable under the management agreement, administration fees and the allocable portion of

overhead under the administration agreement. The base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our investments. Our administration agreement with the Administrator provides that the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to us under the administration agreement, as well as any costs and expenses incurred by the Administrator or its affiliates relating to any non-investment advisory, administrative or operating services provided by the Administrator or its affiliates to us. We also bear all other costs and expenses of our operations and transactions (and the Company’s common stockholders indirectly bear all of the costs and expenses of the Company, SVCP, TCPC Funding and the SBIC), which may include those relating to:

• our organization;
• calculating our net asset value (including the cost and expenses of any independent valuation firms);
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• interest payable on debt, if any, incurred to finance our investments;
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• costs of future offerings of our common stock and other securities, if any;
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• the base management fee and any incentive compensation;
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• dividends and distributions on our preferred shares, if any, and common shares;
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• administration fees payable under the administration agreement;
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• fees payable to third parties relating to, or associated with, making investments;
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• transfer agent and custodial fees;
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• registration fees;
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• listing fees;
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• taxes;
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• director fees and expenses;
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• costs of preparing and filing reports or other documents with the SEC;
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• costs of any reports, proxy statements or other notices to our stockholders, including printing costs;
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• our fidelity bond;
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• directors and officers/errors and omissions liability insurance, and any other insurance premiums;
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• indemnification payments;
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• direct costs and expenses of administration, including audit and legal costs; and
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• all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs.
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The investment management agreement provides that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the value of our total assets and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter.

Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive compensation under certain circumstances. According to the terms of such agreement, no incentive compensation was incurred prior to January 1, 2013. Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is subject to limitations under the 1940 Act and the Advisers Act.

Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid or services received by the Company.

Critical accounting policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.

Valuation of portfolio investments

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by our board of directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our board of directors, who also approve in good faith the valuation of such securities as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.

The valuation process approved by our board of directors with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:

• The investment professionals of the Advisor provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by our board of directors.
• Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor.
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• The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Advisor in good faith in accordance with our valuation policy without the employment of an independent valuation firm.
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• The audit committee of the board of directors discusses the valuations, and the board of directors approves the fair value of the investments in our portfolio in good faith based on the input of the Advisor, the respective independent valuation firms (to the extent applicable) and the audit committee of the board of directors.
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Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.

When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows:

Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.

Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.

Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

As of September 30, 2021, 0.2% of our investments were categorized as Level 1, 2.4% were categorized as Level 2, 97.3% were Level 3 investments valued based on valuations by independent third-party sources, and 0.1% were Level 3 investments valued based on valuations by the Advisor.

As of December 31, 2020, 0.2% of our investments were categorized as Level 1, 4.1% were categorized as Level 2, 95.6% were Level 3 investments valued based on valuations by independent third-party sources, and 0.1% were Level 3 investments valued based on valuations by the Advisor.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements.

Revenue recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Net realized gains or losses and net change in unrealized appreciation or depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Portfolio and investment activity

During the three months ended September 30, 2021, we invested approximately $156.9 million, comprised of new investments in 7 new and 9 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $150.0 million, or 95.6% of total acquisitions, were in senior secured loans, and $3.0 million, or 1.9% of total acquisitions, were in senior secured notes. The remaining $3.9 million (2.4% of total acquisitions) was comprised of equity investments, including $2.5 million in equity interest in a portfolio of lease assets. Additionally, we received approximately $227.2 million in proceeds from sales or repayments of investments during the three months ended September 30, 2021.

During the three months ended September 30, 2020, we invested approximately $78.6 million, comprised of new investments in 4 new and 4 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $75.0 million, or 95.4% of total acquisitions, were in senior secured debt comprised of senior secured loans ($74.5 million, or 94.7% of total acquisitions) and senior secured notes ($0.5 million, or 0.7% of total acquisitions). The remaining $3.6 million (4.6% of total acquisitions) was comprised primarily of $0.9 million in equity interests in portfolios of debt and lease assets and $2.7 million in equity positions received in connection with debt investments. Additionally, we received approximately $89.1 million in proceeds from sales or repayments of investments during the three months ended September 30, 2020.

During the nine months ended September 30, 2021, we invested approximately $575.1 million, comprised of new investments in 32 new and 18 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $558.1 million, or 97.0% of total acquisitions, were in senior secured loans, $3.0 million, or 0.5% of total acquisitions, were in senior secured notes. $6.5 million, or 1.1% of total acquisitions, were in unsecured notes. The remaining $7.5 million (1.3% of total acquisitions) was comprised of equity investments, including $2.5 million in equity interest in a portfolio of lease assets. Additionally, we received approximately $507.5 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2021.

During the nine months ended September 30, 2020, we invested approximately $277.6 million, comprised of new investments in 12 new and 14 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $262.2 million, or 94.4% of total acquisitions, were in senior secured debt comprised of senior secured loans ($241.7 million, or 87.0% of total acquisitions) and senior secured notes ($20.5 million, or 7.4% of total acquisitions). $4.2 million, or 1.5% of total acquisitions, were in unsecured notes. The remaining $11.3 million (4.1% of total acquisitions) was comprised of equity investments, including $4.9 million in equity interests in portfolios of debt and lease assets and $6.4 million in equity positions received in connection with debt investments. Additionally, we received approximately $267.8 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2020.

At September 30, 2021, our investment portfolio of $1,757.4 million (at fair value) consisted of 106 portfolio companies and was invested 90.0% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 84.2% in senior secured loans, 5.5% in senior secured notes, 0.3% in junior notes and 10.0% in equity investments. Our average portfolio company investment at fair value was approximately $16.6 million. Our largest portfolio company investment by value was approximately 4.3% of our portfolio and our five largest portfolio company investments by value comprised approximately 17.6% of our portfolio at September 30, 2021.

At December 31, 2020, our investment portfolio of $1,629.6 million (at fair value) consisted of 96 portfolio companies and was invested 88.7% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 82.8% in senior secured loans, 5.9% in senior secured notes and 11.3% in equity investments. Our average portfolio company investment at fair value was approximately $17.0 million. Our largest portfolio company investment by value was approximately 4.5% of our portfolio and our five largest portfolio company investments by value comprised approximately 18.0% of our portfolio at December 31, 2020.

The industry composition of our portfolio at fair value at September 30, 2021 was as follows:

Industry Percent of<br><br><br>Total<br><br><br>Investments
Internet Software and Services 16.3 %
Diversified Financial Services 11.9 %
Diversified Consumer Services 9.9 %
Professional Services 7.7 %
Software 7.6 %
Textiles, Apparel and Luxury Goods 5.4 %
Automobiles 3.8 %
Media 3.6 %
Health Care Technology 3.6 %
IT Services 2.5 %
Diversified Telecommunication Services 2.4 %
Insurance 2.2 %
Healthcare Providers and Services 2.1 %
Airlines 2.0 %
Internet and Catalog Retail 1.8 %
Road and Rail 1.7 %
Consumer Finance 1.6 %
Hotels, Restaurants and Leisure 1.6 %
Aerospace and Defense 1.6 %
Specialty Retail 1.6 %
Tobacco Related 1.5 %
Capital Markets 1.4 %
Construction and Engineering 1.2 %
Personal Products 1.1 %
Other 3.9 %
Total 100.0 %

The weighted average effective yield of our debt portfolio was 9.4% at September 30, 2021 and 9.6% at December 31, 2020. The weighted average effective yield of our total portfolio was 8.8% at September 30, 2021 and 9.2% at December 31, 2020. At September 30, 2021, 94.1% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 5.9% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 90.3% at September 30, 2021. Debt investments in three portfolio companies were on non-accrual status as of September 30, 2021, representing 1.0% of the portfolio at fair value and 1.8% at cost. At December 31, 2020, 95.4% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 4.6% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 79.7% at December 31, 2020. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2020, representing 0.5% of the portfolio at fair value and 1.2% at cost.

Results of operations

Investment income

Investment income totaled $42.7 million and $42.8 million, respectively, for the three months ended September 30, 2021 and 2020, of which $40.5 million and $39.8 million were attributable to interest and fees on our debt investments, $1.9 million and $1.3 million to dividend income and $0.3 million and $1.7 million to other income, respectively. Included in interest and fees on our debt investments were $3.2 million and $1.8 million of non-recurring income related to prepayments for the three months ended September 30, 2021 and 2020, respectively. Included in other income were $0.0 and $1.7 million in amendment fees during the three months ended September 30, 2021 and 2020, respectively. The decrease in investment income for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 primarily reflects a decrease in other income received partially offset by the higher dividend income during the three months ended September 30, 2021.

Investment income totaled $125.5 million and $129.2 million, respectively, for the nine months ended September 30, 2021 and 2020, of which $117.1 million and $120.8 million were attributable to interest and fees on our debt investments, $6.9 million and $2.0 million to dividend income and $1.5 million and $6.4 million to other income, respectively. Included in interest and fees on our debt investments were $5.9 million and $3.1 million of non-recurring income related to prepayments for the nine months ended September 30, 2021 and 2020, respectively. Included in other income were $0.9 million fee income and $5.5 million in amendment fees during the nine months ended September 30, 2021 and 2020, respectively. The decrease in investment income for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 primarily reflects a decrease in interest income due to the decline in LIBOR rates and lower other income received partially offset by the higher dividend income during the nine months ended September 30, 2021.

Expenses

Total operating expenses for the three months ended September 30, 2021 and 2020 were $24.0 million and $22.7 million, respectively, comprised of $10.5 million and $9.7 million in interest expense and related fees, $6.8 million and $5.9 million in base management fees, $4.7 million and $5.0 million in incentive fee expense, $0.4 million and $0.5 million in administrative expenses, $0.5 million and $0.4 million in professional fees, and $1.1 million and $1.2 million in other expenses, respectively. The increase in expenses for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 reflects the higher interest expense and base management fees, partially offset by the lower incentive fees.

Total operating expenses for the nine months ended September 30, 2021 and 2020 were $70.6 million and $66.0 million, respectively, comprised of $31.3 million and $31.3 million in interest expense and related fees, $19.1 million and $17.8 million in base management and advisory fees, $14.0 million and $10.3 million in incentive fee expense, $1.4 million and $1.6 million in administrative expenses, $1.4 million and $1.4 million in professional fees, and $3.4 million and $3.6 million in other expenses, respectively. The increase in expenses for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 primarily reflects the deferral of incentive fees related to the first quarter of 2020 and the increase in base management fees.

Net investment income

Net investment income was $18.7 million and $20.1 million, respectively, for the three months ended September 30, 2021 and 2020. The decrease in net investment income for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 primarily reflects the higher expenses for the three months ended September 30, 2021.

Net investment income was $54.9 million and $63.2 million, respectively, for the nine months ended September 30, 2021 and 2020. The decrease in net investment income for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2021 primarily reflects lower investment income and the higher expenses as a result of the incentive fee deferral.

Net realized and unrealized gain or loss

Net realized gain (loss) for the three months ended September 30, 2021 and 2020 was $7.9 million and $(18.0) million, respectively. Net realized gains for the three months ended September 30, 2021 reflect a $5.1 million gain on the partial sale of our equity investment in Edmentum.  The net realized loss for the three months ended September 30, 2020 was comprised primarily of the restructuring of AGY.

Net realized gain (loss) for the nine months ended September 30, 2021 and 2020 was $10.8 million and $(13.5) million, respectively. Net realized gain for the nine months ended September 30, 2021 was comprised primarily of a $8.8 million gain from the disposition of our One Sky equity position and a $6.1 million gain on the partial sale of our equity investment in Edmentum, partially offset by a $7.1 million loss from the disposition of our debt investment in GlassPoint. Net realized loss for the nine months ended September 30, 2020 was comprised primarily of the restructuring of our investment in AGY, partially offset by a $4.9 million gain on the disposition of our investment in STG Fairway (First Advantage), exclusive of prepayment income earned.

For the three months ended September 30, 2021 and 2020, the change in net unrealized appreciation/depreciation was $(9.5) million and $46.8 million, respectively. The change in net unrealized appreciation/depreciation for the three months ended September 30, 2021 was primarily driven by a $6.8 million reversal of previous unrealized gains on Edmentum and $3.7 million in unrealized losses on Hylan Datacom, partially offset by $5.1 million in unrealized gains from Razor Group. The change in net unrealized appreciation/depreciation for the three months ended September 30, 2020 was primarily driven by continued spread

tightening during the three months ended September 30, 2020 following the dramatic spread widening and volatility during the first quarter of 2020 related to the market impact of COVID-19 and the partial recovery during the second quarter.

For the nine months ended September 30, 2021 and 2020, the change in net unrealized appreciation/depreciation was $41.7 million and $(24.0) million, respectively. The change in net unrealized appreciation/depreciation for the nine months ended September 30, 2021 was primarily driven by $40.0 million in unrealized gains on our investment in Edmentum, a $5.7 million reversal of previously recognized unrealized losses on GlassPoint and overall spread tightening and continued recovery related to the market impact of COVID-19, partially offset by a $10.9 million reversal of previously recognized unrealized gains on One Sky and $9.1 million in unrealized losses from Amteck. The change in net unrealized appreciation/depreciation for the nine months ended September 30, 2020 was primarily driven by net spread widening and volatility across our portfolio related to the market impact of COVID-19, partially offset by an unrealized gain of $4.5 million on our investment in Domo and a gain of $5.1 million on our investment in Amteck.

Incentive compensation

Incentive fees for the three months ended September 30, 2021 and 2020 were $4.7 million and $5.0 million, respectively, and for the nine months ended September 30, 2021 and 2020 were $14.0 million and $10.3 million, respectively. For the three and nine months ended September 30, 2021 and 2020, incentive fees were payable due to our performance exceeding the cumulative total return threshold. Because our incentive compensation is computed on a cumulative basis, the incentive compensation for any period may include amounts not earned in prior periods (due to our cumulative total return falling below the total return hurdle in such period), but subsequently earned when our cumulative total return again exceeds the total return hurdle (such amount, a “Catchup Amount”). Due to portfolio volatility related to the market impact of COVID-19, $3.9 million of incentive fees related to net investment income for the first quarter of 2020 were deferred (the “First Quarter 2020 Catchup Amount”) and subsequently earned when our performance again exceeded the cumulative total return hurdle during the second quarter of 2020. However, rather than receiving all incentive compensation earned as of June 30, 2020, the Advisor voluntarily deferred 5/6 of the First Quarter Catchup Amount to subsequent quarters such that 1/6 of the First Quarter Catchup Amount would be paid in each subsequent quarter to the extent that the Company’s cumulative performance exceeds the cumulative total return hurdle in such quarter. Accordingly, incentive fees for the three and nine months ended September 30, 2021 included $0.6 million (1/6) of the First Quarter 2020 Catchup Amount and $1.8 million (3/6) of the First Quarter 2020 Catchup Amount, respectively.

Income tax expense, including excise tax

The Company has elected to be treated as a RIC under Subchapter M of the Internal Revenue Code (the "Code”) and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. No excise tax was incurred for the nine months ended September 30, 2021 and 2020.

Net increase in net assets resulting from operations

The net increase in net assets applicable to common shareholders resulting from operations was $10.9 million and $46.5 million for the three months ended September 30, 2021 and 2020, respectively. The lower net increase in net assets resulting from operations during the three months ended September 30, 2021 was primarily due to the lower change in unrealized gains during the three months ended September 30, 2021 compared to the change in unrealized gains during the three months ended September 30, 2020.

The net increase in net assets applicable to common shareholders resulting from operations was $101.2 million and $23.4 million for the nine months ended September 30, 2021 and 2020, respectively. The higher net increase in net assets resulting from operations during the nine months ended September 30, 2021 was primarily due to the net realized and unrealized gains during the nine months

ended September 30, 2021 compared to the net realized and unrealized losses in the same period in 2020, partially offset by the lower net investment income during the nine months ended September 30, 2021.

Liquidity and capital resources

Since our inception, our liquidity and capital resources have been generated primarily through the initial private placement of common shares of Special Value Continuation Fund, LLC (the predecessor entity) which were subsequently converted to common stock of the Company, the net proceeds from the initial and secondary public offerings of our common stock, amounts outstanding under our Leverage Program, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, cash distributions to our equity holders, payments to service our Leverage Program and other general corporate purposes.

Prior to its discontinuance effective July 7, 2020, we had offered an “opt in” dividend reinvestment plan to our common stockholders, pursuant to which the dividends payable to those shareholders who so elected would be reinvested in shares of common stock. The following table summarizes the total shares issued and proceeds received in connection with the Company’s dividend reinvestment plan for the nine months ended September 30, 2020:

2020
Shares Issued 838
Average Price Per Share $ 7.46
Proceeds $ 6,253

On February 24, 2015, the Company’s board of directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on October 28, 2021, to be in effect through the earlier of two trading days after our fourth quarter 2021 earnings release, unless further extended or terminated by our board of directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions. The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the nine months ended September 30, 2021 and 2020:

Nine months ended September 30,
2021 2020
Shares Repurchased N/A 1,000,000
Price Per Share * N/A $ 6.10
Total Cost N/A $ 6,100,190
* Weighted-average price per share
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Total leverage outstanding and available under the combined Leverage Program at September 30, 2021 were as follows:

Maturity Rate Carrying<br><br><br>Value ^(1)^ Available Total<br><br><br>Capacity
Operating Facility 2026 L+1.75% ^(2)^ $ 120,592,742 $ 179,407,258 $ 300,000,000 ^(3)^
Funding Facility II 2025 L+2.00% ^(4)^ — 200,000,000 200,000,000 ^(5)^
SBA Debentures 2024−2031 2.52% ^(6)^ 150,000,000 — 150,000,000
2022 Convertible Notes ($140 million par) 2022 4.625% 139,717,275 — 139,717,275
2024 Notes ($250 million par) 2024 3.900% 248,283,127 — 248,283,127
2026 Notes ($325 million par) 2026 2.850% 326,642,360 — 326,642,360
Total leverage 985,235,504 $ 379,407,258 $ 1,364,642,762
Unamortized issuance costs (7,393,385 )
Debt, net of unamortized issuance costs $ 977,842,119
(1) Except for the convertible notes, the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding.
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(2) As of September 30, 2021, $8.8 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%.
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(3) Facility has a $100 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions.
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(4) Subject to certain funding requirements
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(5) Facility has a $50 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the lender and other customary conditions.
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(6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%.
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Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a BDC to have a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement.

Effective November 7, 2018, the Company’s board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of our board of directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019.  On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of September 30, 2021, the Company’s asset coverage ratio was 198%.

On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Debentures from our asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the SBIC to borrow up to $150.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.

Net cash used in operating activities during the nine months ended September 30, 2021 was $49.3 million, consisting primarily of the settlement of acquisitions of investments (net of dispositions) of $64.1 million, offset by net investment income (net of non-cash income and expenses) of approximately $14.8 million.

Net cash provided by financing activities was $65.8 million during the nine months ended September 30, 2021, consisting primarily of $326.6 million in net proceeds from the issuance of unsecured debt, offset by $180.7 million in repayment of unsecured notes, $52.0 million in dividends paid to common shareholders, $23.9 million in net repayments of credit facility draws and $4.2 million in payments of debt issuance costs.

At September 30, 2021, we had $36.6 million in cash and cash equivalents.

The Operating Facility and Funding Facility II are secured by substantially all of the assets in our portfolio, including cash and cash equivalents, and are subject to compliance with customary affirmative and negative covenants, including the maintenance of a minimum shareholders’ equity, the maintenance of a ratio of not less than 150% of total assets (less total liabilities other than indebtedness) to total indebtedness, and restrictions on certain payments and issuance of debt. Unfavorable economic conditions may result in a decrease in the value of our investments, which would affect both the asset coverage ratios and the value of the collateral securing the Operating Facility and Funding Facility II, and may therefore impact our ability to borrow under the Operating Facility and Funding Facility II. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At September 30, 2021, we were in compliance with all financial and operational covenants required by the Leverage Program.

Unfavorable economic conditions, such as those caused by COVID-19, while potentially creating attractive opportunities for us, may decrease liquidity and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The 2022 Convertible Notes, the Operating Facility, Funding Facility II, the 2024 Notes and the 2026 Notes, mature in March 2022, May 2026, August 2025, August 2024 and February 2026, respectively. Any inability to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders.

Challenges in the market are intensified for us by certain regulatory limitations under the Code and the 1940 Act. To maintain our qualification as a RIC, we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to our stockholders. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments may make it difficult for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. While we anticipate being able to continue to satisfy all covenants and repay the outstanding balances under the Leverage Program when due, there can be no assurance that we will be able to do so, which could lead to an event of default.

Contractual obligations

In addition to obligations under our Leverage Program, we have entered into several contracts under which we have future commitments. Pursuant to an investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the investment management agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive compensation, plus reimbursement of certain expenses incurred by the Advisor. Under our administration agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the administration agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. Either party may terminate each of the investment management agreement and administration agreement without penalty upon not less than 60 days’ written notice to the other.

Distributions

Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.

The following tables summarize dividends declared for the nine months ended September 30, 2021 and 2020:

Date Declared Record Date Payment Date Type Amount<br><br><br>Per<br><br><br>Share Total Amount
February 25, 2021 March 17, 2021 March 31, 2021 Regular $ 0.30 $ 17,330,179
May 5, 2021 June 17, 2021 June 30, 2021 Regular 0.30 17,330,179
August 2, 2021 September 16, 2021 September 30, 2021 Regular 0.30 17,330,179
$ 0.90 $ 51,990,537
Date Declared Record Date Payment Date Type Amount<br><br><br>Per<br><br><br>Share Total Amount
--- --- --- --- --- --- --- ---
February 26, 2020 March 17, 2020 March 31, 2020 Regular $ 0.36 $ 21,155,913
May 11, 2020 June 16, 2020 June 30, 2020 Regular 0.36 20,796,088
August 6, 2020 September 16, 2020 September30, 2020 Regular 0.30 17,330,179
$ 1.02 $ 59,282,180

We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:

• 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;
• 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and
--- ---
• certain undistributed amounts from previous years on which we paid no U.S. federal income tax.
--- ---

We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.

In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes.

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

• Each of the Company, TCPC Funding, and the SBIC has 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 expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to provide such assistance. The Administrator is an affiliate of the Advisor and certain other series and classes of SVOF/MM, LLC serve as the general partner or managing member of certain other funds managed by the Advisor.
--- ---
• We have entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock" and "TCP."
--- ---

The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order conditions which could in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by us.

Recent Developments

From October 1, 2021 through November 2, 2021, the Company has invested approximately $32.0 million primarily in two senior secured loans with a combined effective yield of approximately 10.0%.

On October 28, 2021, the Company’s board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s fourth quarter 2021 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

On October 28, 2021, the Company’s board of directors established the role of Lead Independent Director, and elected Eric Draut to serve in this role. Mr. Draut has served on the Company’s board of directors since 2011 and had recently served as Chair of the Audit Committee. In conjunction with the establishment of a Lead Independent Director and Mr. Draut’s appointment, the board also appointed existing board members Peter Schwab and Freddie Reiss as Chair of the Governance and Compensation Committee and Chair of the Audit Committee, respectively.

On November 3, 2021, the Company’s board of directors declared a fourth quarter dividend of $0.30 per share payable on December 31, 2021 to stockholders of record as of the close of business on December 17, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At September 30, 2021, 94.1% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At September 30, 2021, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 90.3%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether

such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Based on our September 30, 2021 statement of assets and liabilities, the following table shows the annual impact on net investment income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:

Basis Point Change Net Investment<br><br><br>Income Net Investment<br><br><br>Income Per Share
Basis Point Change
Up 300 basis points $ 27,458,010 $ 0.48
Up 200 basis points 13,769,013 0.24
Up 100 basis points 1,572,198 0.03
Down 100 basis points (18,807 ) (0.00 )
Down 200 basis points (18,807 ) (0.00 )
Down 300 basis points (18,807 ) (0.00 )

Item 4. Controls and Procedures

As of the period covered by this report, we, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. The Company is continually monitoring and assessing the COVID-19 situation to determine any potential impact on the design and operating effectiveness of our internal control over financial reporting.

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, as of September 30, 2021, we are currently not a party to any pending material legal proceedings.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our most recent annual report on Form 10-K, as filed with the Securities and Exchange Commission on February 25, 2021, except as below.

A cyber-attack or a failure to implement effective information and cybersecurity policies, procedures and capabilities could disrupt operations and cause financial losses that may have a material adverse effect on our or a portfolio company's business, results of operations and financial condition.

We are dependent on the effectiveness of the information and cybersecurity policies, procedures and capabilities maintained by our Advisor and other service providers to protect their computer and telecommunications systems and the data that reside on or are transmitted through them. Our portfolio companies similarly are dependent on the effectiveness of the information and cybersecurity policies that they and their service providers maintain. An externally caused information security incident, such as a hacker attack, ransomware attack, virus, phishing scam or worm, or an internally caused issue, such as failure to control access to sensitive systems, could materially interrupt business operations or cause disclosure or modification of sensitive or confidential or competitive information. Moreover, the increased use of mobile and cloud technologies could heighten these and other operational risks as certain aspects of the security of such technologies may be complex and unpredictable. Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations, the operations of a portfolio company or the operations of our or their service providers and result in misappropriation, corruption or loss of personal, confidential or proprietary information or the inability to conduct ordinary business operations. In addition, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available.

There have been a number of recent highly publicized cases of companies reporting the unauthorized disclosure of client or customer information, as well as cyber-attacks involving the dissemination, theft and destruction of corporate information or other assets, as a result of failure to follow procedures by employees or contractors or as a result of actions by third parties, including actions by terrorist organizations and hostile foreign governments.

Our Advisor has been the target of attempted cyber-attacks, as well as the co-opting of its brand to create fraudulent websites, and must continuously monitor and develop its systems to protect its technology infrastructure and data from misappropriation or corruption, as the failure to do so could disrupt our Advisor’s operations and cause financial losses. Although our Advisor takes protective measures and endeavors to strengthen its computer systems, software, technology assets and networks to prevent and address potential cyber-attacks, there can be no assurance that any of these measures prove effective. Moreover, due to the complexity and interconnectedness of our Advisor’s systems, the process of upgrading or patching our Advisor’s protective measures could itself create a risk of security issues or system disruptions for the Company, as well as for external stakeholders who rely upon, or have exposure to, our Advisor’s systems.

In addition, due to our Advisor’s and other service providers’ interconnectivity with third-party vendors, central agents, exchanges, clearing houses and other financial institutions, our Advisor and other service providers may be adversely affected if any of them are subject to a successful cyber-attack or other information security event, including those arising due to the use of mobile and cloud technologies.

Our Advisor and other service providers also routinely transmit and receive personal, confidential or proprietary information by email and other electronic means. Our Advisor and other service providers collaborate with clients, vendors and other third parties to develop secure transmission capabilities and protect against cyber-attacks. However, our Advisor or our other service providers cannot ensure that they or such third parties have all appropriate controls in place to protect the confidentiality of such information.

Our portfolio companies also have been the target of cyber-attacks, including ransomware attacks, that have affected their ability to conduct ordinary business operations or may subject them to liability to third-party suppliers, vendors or customers.  Such cyber-attacks may materially and adversely affect their business results and the value of our investment in them.

Any information security incident or cyber-attack against our Advisor, our other service providers or third parties with whom they are connected or our portfolio companies, including any theft, interception, mishandling or misuse of personal, confidential or

proprietary corporate information or other assets, could result in material financial loss, loss of competitive position, regulatory fines and/or sanctions, breach of client contracts, reputational harm or legal liability, which, in turn, may have a material adverse effect on our business, results of operations and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None

Item 6. Exhibits
Number Description
--- ---
3.1 Certificate of Incorporation of the Registrant (1)
3.2 Certificate of Amendment to the Certificate of Incorporation of the Registrant (2)
3.3 Amended and Restated Bylaws of the Registrant (3)
4.1 Second Supplemental Indenture, dated as of August 23, 2019, by and between the Registrant and U.S. Bank National Association, as the Trustee (4)
4.2 Form of Global Note of 3.900% Notes due 2024 (included in Exhibit 4.1) (4)
4.3 Indenture, dated as of June 17, 2014, by and between the Registrant and U.S. Bank National Association, as the Trustee (5)
4.4 Form of Global Note of 5.25% Convertible Senior Notes Due 2019 (included in Exhibit 4.3) (5)
4.5 Indenture, dated as of September 6, 2016, by and between the Registrant and U.S. Bank National Association, as the Trustee (6)
4.6 Form of Global Note of 4.625% Convertible Senior Notes due 2022 (included in Exhibit 4.5) (6)
4.7 Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee (7)
4.8 First Supplemental Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee (8)
4.9 Form of Global Note of 4.125% Notes Due 2022 (included in Exhibit 4.8) (8)
4.10 Third Supplemental Indenture, dated as of February 9, 2021, by and between the Registrant and U.S. Bank National Association, as the Trustee (9)
4.11 Form of Global Note of 2.850% due 2026 (included in Exhibit 4.10) (9)
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S.C. 1350)*

*Filed herewith.

(1) Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011
(2) Incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed on August 2, 2018
--- ---
(3) Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed on August 2, 2018
--- ---
(4) Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K, filed on August 23, 2019
--- ---
(5) Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2014.
--- ---
(6) Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 6, 2016.
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(7) Incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-216716), on Form N-2, filed on August 11, 2017.
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(8) Incorporated by reference to Exhibit (d)(4) to Post-Effective Amendment No. 1 to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-216716), on Form N-2, filed on August 11, 2017.
--- ---
(9) Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on February 9, 2021.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

BlackRock TCP Capital Corp.

Date: November 3, 2021
By: /s/ Rajneesh Vig
Name: Rajneesh Vig
Title: Chief Executive Officer
Date: November 3, 2021
By: /s/ Erik L. Cuellar
Name: Erik L. Cuellar
Title: Chief Financial Officer

71

tcpc-ex311_8.htm

Exhibit 31.1

Certification of Chief Executive Officer

of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Rajneesh Vig, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BlackRock TCP Capital Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
--- ---
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
--- ---
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
--- ---
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
--- ---
Date: November 3, 2021 By: /s/ Rajneesh Vig
--- --- ---
Rajneesh Vig
Chief Executive Officer<br><br><br>(Principal Executive Officer)

tcpc-ex312_6.htm

Exhibit 31.2

Certification of Chief Financial Officer

of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Erik L. Cuellar, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BlackRock TCP Capital Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
--- ---
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
--- ---
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
--- ---
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
--- ---
Date: November 3, 2021 By: /s/ Erik L. Cuellar
--- --- ---
Erik L. Cuellar
Chief Financial Officer<br><br><br>(Principal Financial Officer)

tcpc-ex321_7.htm

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to

18 U.S.C. Section 1350

In connection with the Quarterly Report of Form 10-Q of BlackRock TCP Capital Corp. (the “Company”) for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Howard M. Levkowitz, as Chief Executive Officer of the Company, and Paul L. Davis, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date: November 3, 2021 By: /s/ Rajneesh Vig
--- --- ---
Rajneesh Vig
Chief Executive Officer<br><br><br>(Principal Executive Officer)
Date: November 3, 2021 By: /s/ Erik L. Cuellar
--- --- ---
Erik L. Cuellar
Chief Financial Officer<br><br><br>(Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to BlackRock TCP Capital Corp. and will be retained by BlackRock TCP Capital Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

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