UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 15, 2020 (May 13, 2020)

 

 

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BLACKROCK CAPITAL INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

 

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40 East 52^nd Street

New York, NY 10022

(Address of principal executive offices)

(212) 810-5800

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

 

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

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

ITEM 8.01.  Other Events

ITEM 8.01.  Other Events

ITEM 9.01.  Financial Statements and Exhibits

Exhibit Number		Description
99.1		Press Release, dated May 15, 2020
99.2		Amended Automatic Dividend Reinvestment Plan, dated May 13, 2020

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 thereunto duly authorized.

 

BlackRock Capital Investment Corporation Releases Dividend Election Process

Summary for Distribution Payable on July 7, 2020

New York, May 15, 2020 – On May 6, 2020, BlackRock Capital Investment Corporation (the “Company”) announced the declaration by its Board of Directors of a dividend for the second quarter of 2020 at a rate of $0.10 per share of common stock to be paid on July 7, 2020 to stockholders of record on June 1, 2020 (“Stockholders of Record”).  Stockholders of Record may elect to receive the quarterly dividend in all cash (a “Cash Election”), or all shares of the Company’s common stock (a “Share Election”), by indicating preference on an election form that will be mailed to Stockholders of Record at a future date.  However, the total amount of cash to be distributed to all Stockholders of Record shall be limited to 20% of the total distributions to be paid.

The following information outlines certain aspects of the second quarter dividend, Cash Elections and Share Elections.  The following summary is provided for information purposes only and may be subject to change.  More details will be provided to Stockholders of Record by Computershare, the election and disbursing agent, at a future date.

Summary of Second Quarter 2020 Dividend:

Exhibit 99.2

BLACKROCK CAPITAL INVESTMENT CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN

TERMS AND CONDITIONS

Pursuant to this Automatic Dividend Reinvestment Plan (the “Reinvestment Plan”) of the undersigned BlackRock Capital Investment Corporation (the “Corporation”), unless a holder (a “Shareholder”) of the Corporation’s shares of common stock (the “Common Shares”) otherwise elects, all dividends and distributions (together, “distributions”) on such Shareholder’s Common Shares will be automatically reinvested by BNY Mellon Investment Servicing (U.S.) Inc. (“BMIS”), as agent for Shareholders in administering the Reinvestment Plan (the “Reinvestment Plan Agent”), in additional Common Shares of the Corporation. Shareholders who elect not to participate in the Reinvestment Plan will receive all distributions in cash paid by check mailed directly to the Shareholder of record (or, if the Common Shares are held in street or other nominee name, then to such nominee) by BMIS as the Dividend Disbursing Agent. Participants may elect not to participate in the Reinvestment Plan and to receive all distributions in cash by sending written instructions to BMIS, as the Dividend Disbursing Agent, at the address set forth below. Participation in the Reinvestment Plan is completely voluntary and may be terminated or resumed at any time without penalty by written notice if received and processed by the Reinvestment Plan Agent prior to the distribution record date; otherwise such termination or resumption will be effective with respect to any subsequently declared distribution.

The Reinvestment Plan Agent will open an account for each Shareholder under the Reinvestment Plan in the same name in which such Shareholder’s Common Shares are registered. Whenever the Corporation declares a distribution payable in cash, non-participants in the Reinvestment Plan will receive cash and participants in the Reinvestment Plan will receive the equivalent in Common Shares, as determined below. The Common Shares will be acquired by the Reinvestment Plan Agent for the participants’ accounts, depending upon the circumstances described below, (i) through receipt of additional unissued but authorized Common Shares from the Corporation (“newly issued Common Shares”) and/or (ii) by purchase of outstanding Common Shares on the open market (“open-market purchases”). If, on the distribution payment date, the last quarterly net asset value per share (“NAV”) is equal to or less than the closing market price per share on such distribution payment date (such condition often referred to as a “market premium”), the Reinvestment Plan Agent will invest the distribution amount in newly issued Common Shares on behalf of the participants. The number of newly issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the distribution by the greater of (i) the NAV or (ii) 95% of the closing market price on the distribution payment date.  If, on the distribution payment date, the NAV is greater than the closing market price per share on such distribution payment date (such condition often referred to as a “market discount”), the Reinvestment Plan Agent may, upon notice to the Reinvestment Plan Agent from the Corporation, either (a) invest the distribution amount in newly issued Common Shares on behalf of the participants or (b) invest the distribution amount in Common Shares acquired on behalf of the participants in open-market purchases.  In the event that the Corporation elects to have the Reinvestment Plan Agent invest the distribution amount in newly issued Common Shares on behalf of the participants, the

number of newly issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the distribution by the market price on the distribution payment date.  In the event that the Corporation elects to have the Reinvestment Plan Agent invest the distribution amount in Common Shares acquired on behalf of the participants in open-market purchases, the number of shares issued to each participant will be determined by dividing the dollar amount of the distribution by the weighted average price per share (including any applicable brokerage commissions) for all shares purchased by the Reinvestment Plan Agent in the open market in connection with the distribution.  The Reinvestment Plan Agent will have until the last business day before the next date on which the Common Shares trade on an “ex-distribution” basis or 30 days after the distribution payment date, whichever is sooner (the “last purchase date”), to invest the distribution amount in Common Shares acquired in open-market purchases.  If the Reinvestment Plan Agent is unable to invest the full distribution amount in open-market purchases on the last purchase date, the Reinvestment Plan Agent shall invest any uninvested portion in newly issued shares at the closing market price per share on such last purchase date. If the market discount shifts to a market premium based on the closing market price per share at any day during the purchase period, the Reinvestment Plan Agent shall cease making open-market purchases after such day and invest any uninvested portion in newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the process described under the market premium condition with the date of such shift from market discount to market premium substituting for the distribution payment date. In either of the above scenarios where a combination of open market purchases and newly issued Common Shares is used to fulfil the Reinvestment Plan requirements, the number of shares issued to each participant will be determined by dividing the dollar amount of the distribution by the weighted average price of the two methods including any applicable brokerage commissions.

Notwithstanding the foregoing, if the Corporation makes a distribution to be paid in cash or in stock at the election of its Shareholders (a “Cash/Stock Distribution”), each Shareholder will be required to elect whether to receive the distribution in cash or in Common Shares pursuant to such notices, forms or other documentation as may be provided to the Shareholder by the Corporation (the “Election Forms”).  If the Shareholder elects to receive the distribution in cash, the Shareholder will be deemed to have elected not to participate in the Reinvestment Plan solely with respect to such Cash/Stock Distribution and shall receive the distribution in cash subject to any rules applicable to the distribution that may limit the portion of the distribution the Corporation is required to pay in cash.  If the Shareholder elects to receive the distribution in Common Shares, the Shareholder will receive the distribution in newly issued Common Shares.  The number of newly issued Common Shares credited to the Shareholders Account in either case will be determined by dividing the dollar amount of the distribution (or portion of the distribution to be paid in Common Shares) by the price per Common Share determined in accordance with the Election Forms rather than pursuant to the formula(s) otherwise applicable under the Reinvestment Plan.

The Reinvestment Plan Agent will maintain all Shareholders’ accounts in the Reinvestment Plan and furnish written confirmation of all transactions in the accounts, including information needed by Shareholders for tax records. Common Shares in the account of each Reinvestment Plan participant will be held by the Reinvestment Plan Agent on behalf of the Reinvestment Plan participant.

In the case of Shareholders such as banks, brokers or nominees that hold Common Shares for others who are the beneficial owners, the Reinvestment Plan Agent will administer the Reinvestment Plan on the basis of the number of Common Shares certified from time to time by the record Shareholder and held for the account of beneficial owners who participate in the Reinvestment Plan.

The Reinvestment Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by the Corporation. However, each participant will pay a per share fee incurred with respect to the Reinvestment Plan Agent’s open-market purchases in connection with the reinvestment of distributions, which will be deducted from the value of the distributions. Participants that request a sale of Common Shares through the Reinvestment Plan Agent are subject to a $2.50 sales fee and a $0.15 per share fee. Per share fees include any applicable brokerage commissions the Reinvestment Plan Agent is required to pay.

VOTING

Each Shareholder proxy will include those Common Shares purchased or received pursuant to the Reinvestment Plan. The Reinvestment Plan Agent will forward all proxy solicitation materials to participants and vote proxies for Common Shares held pursuant to the Reinvestment Plan in accordance with the instructions of the participants.

TAXATION

The automatic reinvestment of distributions will not relieve participants of any U.S. federal, state or local income tax that may be payable (or required to be withheld) on such distributions.

AMENDMENT OF THE REINVESTMENT PLAN

The Reinvestment Plan may be amended or terminated by the Corporation. There is no direct service charge to participants with regard to purchases in the Reinvestment Plan; however, the Corporation reserves the right to amend the Reinvestment Plan to include a service charge payable by the participants. Notice will be sent to Reinvestment Plan participants of any amendments as soon as practicable after such action by the Corporation.

INQUIRIES REGARDING THE REINVESTMENT PLAN

All correspondence concerning the Reinvestment Plan should be directed to BNY Mellon, c/o Computershare, P.O. Box 505000, Louisville, KY, 40233-5000, United States.

APPLICABLE LAW

These terms and conditions shall be governed by the laws of the State of New York without regard to its conflicts of laws provisions.

EXECUTION

To record the adoption of the Reinvestment Plan as of May 13, 2020, the Corporation has caused this Reinvestment Plan to be executed in the name and on behalf of the Corporation by a duly authorized officer.

Signature Page to Dividend Reinvestment Plan