UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2022 (October 27, 2022)

BLACKROCK TCP CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Delaware		814-00899		56-2594706
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

2951 28th Street, Suite 1000 Santa Monica, California		90405
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (310) 566-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On October 27, 2022, the Board of Directors (the “Board”) of the Company appointed Karen L. Leets as an independent director to the Board effective October 27, 2022. The Board concurrently increased the size of the Board from six to seven members. Ms. Leets was appointed to the Audit and Governance and Compensation committees of the Board.

The Board has determined that Ms. Leets is not an “interested person” as defined in Section 2(a)(19) of the Investment Company Act of 1940 and is independent within the meaning of the independence standards of NASDAQ stock market rules. In the last fiscal year, the Company has not engaged in any transaction in which Ms. Leets or a person related to Ms. Leets has a direct or indirect material interest. To the Company’s knowledge, there is no arrangement or understanding between any of its officers and directors and Ms. Leets pursuant to which Ms. Leets was selected as a director.

Item 8.01. Other Events.

On November 1, 2022, the Company issued a press release announcing the appointment of Ms. Leets to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release, Dated as of November 1, 2022

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BlackRock TCP Capital Corp.

Date: November 1, 2022	By:	/s/ Erik Cuellar
	Name:	Erik Cuellar
	Title:	Chief Financial Officer

Exhibit 99.1

BLACKROCK TCP CAPITAL CORP. ANNOUNCES APPOINTMENT OF KAREN L. LEETS AS INDEPENDENT DIRECTOR

SANTA MONICA, Calif., November 1, 2022 - BlackRock TCP Capital Corp. (“we,” “us,” “our,” “TCPC” or the “Company”), a business development company (NASDAQ: TCPC), today announced that the Board of Directors (the “Board”) of the Company has appointed Karen L. Leets as an independent director effective October 27, 2022. Ms. Leets has been appointed to serve on the Audit Committee and Governance and Compensation Committee of the Board. TCPC’s diverse Board now includes seven members, including six independent directors.

Ms. Leets is Senior Vice President and Treasurer of Baxter International, Inc., a multinational healthcare company, and holds a CPA license in Illinois. She brings significant global public company financial expertise to the Board, with experience on senior management teams responsible for corporate strategies, financial reporting, and enterprise risk management. In all, she has 20 years of corporate governance and board experience. This includes five years on the Board of Lutheran Social Services of Illinois, where she served as executive board vice chairman and audit committee chair.

“Karen brings a distinguished background and wealth of knowledge that will further strengthen our board on behalf of shareholders,” said Rajneesh Vig, BlackRock TCP Capital Corp. Chairman and CEO. “We are fortunate to have a strong and diverse Board composed of talented leaders who ensure robust governance and an enduring focus on prudent long-term growth and returns.”

Ms. Leets earned a Bachelor of Science degree in accounting and an MBA from Indiana State University’s Scott School of Business.

ABOUT BLACKROCK TCP CAPITAL CORP.

BlackRock TCP Capital Corp. (NASDAQ: TCPC) is a specialty finance company focused on direct lending to middle-market companies as well as small businesses. TCPC lends primarily to companies with established market positions, strong regional or national operations, differentiated products and services and sustainable competitive advantages, investing across industries in which it has significant knowledge and expertise. TCPC’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. TCPC is a publicly-traded business development company, or BDC, regulated under the Investment Company Act of 1940 and is externally managed by its advisor, a wholly-owned, indirect subsidiary of BlackRock, Inc. For more information, visit www.tcpcapital.com.

FORWARD-LOOKING STATEMENTS

Prospective investors considering an investment in BlackRock TCP Capital Corp. should consider the investment objectives, risks and expenses of the company carefully before investing. This information and other information about the company are available in the company’s filings with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website at www.sec.gov and the company’s website at www.tcpcapital.com. Prospective investors should read these materials carefully before investing.

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, changes in general economic conditions or changes in the conditions of the industries in which the company makes investments, risks associated with the availability and terms of financing, changes in interest rates, availability of transactions, and regulatory changes. Certain factors that could cause actual results to differ materially from those contained in the forward-looking statements are included in the “Risk Factors” section of the company’s Form 10-K for the year ended December 31, 2021, and the company’s subsequent periodic filings with the SEC. Copies are available on the SEC’s website at www.sec.gov and the company’s website at www.tcpcapital.com. Forward-looking statements are made as of the date of this press release and are subject to change without notice. The company has no duty and does not undertake any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.

SOURCE:

BlackRock TCP Capital Corp.

CONTACT

BlackRock TCP Capital Corp.

Katie McGlynn

310-566-1094

[email protected]