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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 814-00712

BLACKROCK CAPITAL INVESTMENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


Delaware	20-2725151
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

40 East 52^nd Street, New York, NY	10022
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212-810-5800

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 (or for such shorter period that the Registrant was required to file such reports), 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 any 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 ☑

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	BKCC	NASDAQ Global Select Market

The number of shares of the Registrant’s common stock, $.001 par value per share, outstanding at November 3, 2021 was 73,970,093.

BLACKROCK CAPITAL INVESTMENT CORPORATION

FORM 10-Q

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2021

Table of Contents

	INDEX	PAGE NO.

PART I.	FINANCIAL INFORMATION

Item 1.	CONSOLIDATED FINANCIAL STATEMENTS	3

	Consolidated Statements of Assets and Liabilities as of September 30, 2021 and December 31, 2020 (unaudited)	3

	Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited)	4

	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2021 and 2020 (unaudited)	5

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited)	7

	Consolidated Schedules of Investments as of September 30, 2021 and December 31, 2020 (unaudited)	8

	Notes to Consolidated Financial Statements (unaudited)	24

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58

Item 4.	Controls and Procedures	58

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	59

Item 1A.	Risk Factors	59

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60

Item 3.	Defaults Upon Senior Securities	60

Item 4.	Mine Safety Disclosures	60

Item 5.	Other Information	60

Item 6.	Exhibits	61

SIGNATURES		62

PART I. FINANCIAL INFORMATION

In this Quarterly Report, “Company”, “we”, “us” and “our” refer to BlackRock Capital Investment Corporation unless the context states otherwise.

Item 1. Consolidated Financial Statements

BlackRock Capital Investment Corporation

Consolidated Statements of Assets and Liabilities

	September 30, 2021			December 31, 2020
	(Unaudited)
Assets
Investments at fair value:
Non-controlled, non-affiliated investments (cost of $494,672,826 and $369,079,320)	$	500,450,078		$	354,957,936
Non-controlled, affiliated investments (cost of $5,075,822 and $20,927,907)		4,267,127			13,099,313
Controlled investments (cost of $143,128,356 and $216,768,227)		53,392,393			110,968,227
Total investments at fair value (cost of $642,877,004 and $606,775,454)		558,109,598			479,025,476
Cash and cash equivalents		11,992,164			23,332,831
Interest, dividends and fees receivable		3,248,380			2,138,304
Deferred debt issuance costs		1,626,431			1,374,115
Receivable for investments sold		32,939			5,439,507
Prepaid expenses and other assets		930,371			409,357
Total assets	$	575,939,883		$	511,719,590

Liabilities
Debt (net of deferred issuance costs of $660,964 and $1,360,356)	$	201,400,204		$	179,798,037
Payable for investments purchased		8,367,467			9,193,917
Distributions payable		7,405,845			—
Interest and debt related payables		2,378,419			502,682
Management fees payable		2,086,219			2,313,447
Income incentive fees payable (see Note 3)		—			1,849,597
Accrued capital gains incentive fees (see Note 3)		1,291,952			—
Accrued administrative expenses		333,057			389,064
Accrued expenses and other liabilities		1,802,169			2,662,569
Total liabilities		225,065,332			196,709,313

Commitments and contingencies (see Note 9)

Net assets
Common stock, par value $.001 per share, 200,000,000 common shares authorized, 84,478,251 and 84,478,251 issued and 73,996,620 and 74,466,665 outstanding		84,478			84,478
Paid-in capital in excess of par		858,079,713			858,079,713
Distributable earnings (losses)		(439,289,064	)		(476,857,055	)
Treasury stock at cost, 10,481,631 and 10,011,586 shares held		(68,000,576	)		(66,296,859	)
Total net assets		350,874,551			315,010,277
Total liabilities and net assets	$	575,939,883		$	511,719,590

Net assets per share	$	4.74		$	4.23

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Investment income
Interest income (excluding PIK):
Non-controlled, non-affiliated investments	$	11,247,240		$	7,543,251		$	28,507,317		$	23,265,815
Non-controlled, affiliated investments		—			114,250			11,867			357,724
Controlled investments		—			5,707,147			718,571			16,609,577
PIK income:
Non-controlled, non-affiliated investments		436,929			1,303,323			2,033,318			3,757,448
Non-controlled, affiliated investments		123,521			118,529			360,535			340,318
Controlled investments		—			—			—			1,053,664
Dividend income:
Non-controlled, affiliated investments		—			—			71,500			—
Controlled investments		483,038			1,496,818			1,531,013			6,970,469
Other income:
Non-controlled, non-affiliated investments		223,598			14,139			410,588			77,393
Non-controlled, affiliated investments		—			1,451			—			4,322
Controlled investments		—			3,186			—			67,526
Total investment income		12,514,326			16,302,094			33,644,709			52,504,256

Operating expenses
Interest and other debt expenses		2,973,408			3,668,242			8,695,681			12,239,957
Management fees		2,086,219			2,481,836			5,661,669			8,486,385
Incentive fees on income		79,383			1,492,248			79,383			5,025,386
Incentive fees on capital gains⁽¹⁾		1,291,952			—			1,291,952			—
Administrative expenses		333,057			379,650			970,058			1,068,915
Professional fees		301,976			461,851			968,969			1,531,708
Insurance expense		204,197			203,794			605,158			446,637
Director fees		158,125			157,500			464,375			494,750
Investment advisor expenses		87,500			87,500			262,500			262,500
Other operating expenses		167,737			334,586			781,251			1,058,182
Total expenses, before incentive fee waiver		7,683,554			9,267,207			19,780,996			30,614,420
Incentive fee waiver (see Note 3)		(79,383	)		(1,492,248	)		(79,383	)		(5,025,386	)
Expenses, net of incentive fee waiver		7,604,171			7,774,959			19,701,613			25,589,034

Net investment income⁽¹⁾		4,910,155			8,527,135			13,943,096			26,915,222

Realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Non-controlled, non-affiliated investments		22,048,077			(18,151	)		21,408,576			(12,329,417	)
Non-controlled, affiliated investments		—			—			(7,989,591	)		(43,774,013	)
Controlled investments		524,445			(59,194,744	)		(10,515,629	)		(59,194,744	)
Net realized gain (loss)		22,572,522			(59,212,895	)		2,903,356			(115,298,174	)
Net change in unrealized appreciation (depreciation):
Non-controlled, non-affiliated investments		(17,434,641	)		7,840,464			19,898,636			(8,101,976	)
Non-controlled, affiliated investments		31,709			496,668			7,019,899			34,674,826
Controlled investments		1,522,554			15,037,776			16,349,397			(51,752,433	)
Foreign currency translation		—			147,185			(285,360	)		(189,875	)
Net change in unrealized appreciation (depreciation)		(15,880,378	)		23,522,093			42,982,572			(25,369,458	)
Net realized and unrealized gain (loss)		6,692,144			(35,690,802	)		45,885,928			(140,667,632	)

Net increase (decrease) in net assets resulting from operations	$	11,602,299		$	(27,163,667	)	$	59,829,024		$	(113,752,410	)

Net investment income per share—basic⁽¹⁾	$	0.07		$	0.12		$	0.19		$	0.39
Earnings (loss) per share—basic⁽¹⁾	$	0.16		$	(0.39	)	$	0.81		$	(1.65	)
Weighted average shares outstanding—basic		74,081,693			70,086,236			74,221,550			68,943,459
Net investment income per share—diluted⁽¹⁾	$	0.07		$	0.12		$	0.19		$	0.39
Earnings (loss) per share—diluted⁽¹⁾	$	0.15		$	(0.39	)	$	0.73		$	(1.65	)
Weighted average shares outstanding—diluted (see Note 8)		91,075,430			87,079,973			91,215,287			85,937,196

⁽¹⁾

Net investment income and per share amounts displayed above are net of the accrual for incentive fees on capital gains which is reflected on a hypothetical liquidation basis in accordance with GAAP for the three and nine month periods ended September 30, 2021 (see Note 3). Refer to Supplemental Non-GAAP Information within the Management’s Discussion and Analysis section for further details and as adjusted figures that reflect that there were no incentive fees on capital gains realized and payable to the Advisor during such periods.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Statements of Changes in Net Assets

(Unaudited)

	Common Stock
	Shares Outstanding			Par Amount, Shares Issued		Paid in Capital in Excess of Par		Distributable earnings (loss)			Treasury Stock at Cost			Total Net Assets
Balance at December 31, 2020		74,466,665		$	84,478	$	858,079,713	$	(476,857,055	)	$	(66,296,859	)	$	315,010,277
Repurchase of common stock		(256,062	)	—		—		—				(869,726	)		(869,726	)
Net investment income	—			—		—			4,190,217		—				4,190,217
Net realized and unrealized gain	—			—		—			12,010,788		—				12,010,788
Distributions to common stockholders⁽¹⁾	—			—		—			(7,441,594	)	—				(7,441,594	)
Balance at March 31, 2021		74,210,603		$	84,478	$	858,079,713	$	(468,097,644	)	$	(67,166,585	)	$	322,899,962

Repurchase of common stock		(80,944	)	—		—		—				(301,703	)		(301,703	)
Net investment income	—			—		—			4,842,724		—				4,842,724
Net realized and unrealized gain	—			—		—			27,182,996		—				27,182,996
Distributions to common stockholders⁽¹⁾	—			—		—			(7,413,594	)	—				(7,413,594	)
Balance at June 30, 2021		74,129,659		$	84,478	$	858,079,713	$	(443,485,518	)	$	(67,468,288	)	$	347,210,385

Repurchase of common stock		(133,039	)	—		—		—				(532,288	)		(532,288	)
Net investment income	—			—		—			4,910,155		—				4,910,155
Net realized and unrealized gain	—			—		—			6,692,144		—				6,692,144
Distributions to common stockholders⁽¹⁾	—			—		—			(7,405,845	)	—				(7,405,845	)
Balance at September 30, 2021		73,996,620		$	84,478	$	858,079,713	$	(439,289,064	)	$	(68,000,576	)	$	350,874,551

⁽¹⁾

Sources of distribution to stockholders will be adjusted on an annual basis, if necessary, and calculated in accordance with federal income tax regulations (see Note 2). For the three months ended September 30, 2021, it is estimated that $2,495,690 out of the total $7,405,845 distribution was from a return of capital based on book income. For the three months ended June 30, 2021, it is estimated that $2,570,870 out of the total $7,413,594 distribution was from a return of capital based on book income. For the three months ended March 31, 2021, it is estimated that $3,251,377 out of the total $7,441,594 distribution was from a return of capital based on book income.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Statements of Changes in Net Assets—(Continued)

(Unaudited)

	Common Stock
	Shares Outstanding			Par Amount, Shares Issued		Paid in Capital in Excess of Par		Distributable earnings (loss)			Treasury Stock at Cost			Total Net Assets
Balance at December 31, 2019		68,836,255		$	77,861	$	849,240,398	$	(351,040,023	)	$	(62,669,255	)	$	435,608,981
Repurchase of common stock		(986,554	)	—		—		—				(3,627,604	)		(3,627,604	)
Net investment income	—			—		—			9,621,987		—				9,621,987
Net realized and unrealized loss	—			—		—			(68,815,655	)	—				(68,815,655	)
Distributions to common stockholders⁽¹⁾	—			—		—			(9,543,152	)	—				(9,543,152	)
Balance at March 31, 2020		67,849,701		$	77,861	$	849,240,398	$	(419,776,843	)	$	(66,296,859	)	$	363,244,557

Issuance of common stock from dividend reinvestment plan		290,254			291		638,269	—			—				638,560
Net investment income	—			—		—			8,766,190		—				8,766,190
Net realized and unrealized loss	—			—		—			(36,161,267	)	—				(36,161,267	)
Distributions to common stockholders⁽¹⁾	—			—		—			(6,813,994	)	—				(6,813,994	)
Balance at June 30, 2020		68,139,955		$	78,152	$	849,878,667	$	(453,985,914	)	$	(66,296,859	)	$	329,674,046

Issuance of common stock from stock distribution and reinvestment		4,171,549			4,171		11,059,848	—			—				11,064,019
Net investment income	—			—		—			8,527,135		—				8,527,135
Net realized and unrealized loss	—			—		—			(35,690,802	)	—				(35,690,802	)
Distributions to common stockholders⁽¹⁾	—			—		—			(7,017,228	)	—				(7,017,228	)
Balance at September 30, 2020		72,311,504		$	82,323	$	860,938,515	$	(488,166,809	)	$	(66,296,859	)	$	306,557,170

⁽¹⁾

Sources of distribution to stockholders will be adjusted on an annual basis, if necessary, and calculated in accordance with federal income tax regulations (see Note 2).

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	September 30, 2021			September 30, 2020
Operating activities
Net increase (decrease) in net assets resulting from operations	$	59,829,024		$	(113,752,410	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss		(2,903,356	)		115,298,174
Change in unrealized (appreciation) depreciation of investments		(43,267,932	)		25,179,583
Change in unrealized (appreciation) depreciation on foreign currency translation		285,360			189,875
Interest and dividend income paid in kind		(2,393,853	)		(5,151,430	)
Net amortization of investment discounts and premiums		(1,555,798	)		(636,787	)
Amortization of deferred debt issuance costs		1,214,536			1,599,298
Amortization of original issue discount on debt		702,775			664,358
Changes in assets and liabilities:
Purchase of investments		(203,961,132	)		(78,784,396	)
Proceeds from disposition of investments		174,919,422			84,440,718
Decrease (increase) in interest, dividends and fees receivable		(1,316,910	)		2,125,328
Decrease (increase) in receivable for investments sold		5,406,568			985,467
Decrease (increase) in prepaid expenses and other assets		(521,014	)		(1,113,072	)
Increase (decrease) in payable for investments purchased		(826,450	)		(7,312,500	)
Increase (decrease) in interest and debt related payables		1,875,737			1,627,768
Increase (decrease) in management fees payable		(227,228	)		(769,357	)
Increase (decrease) in income incentive fees payable		(1,849,597	)		—
Increase (decrease) in accrued capital gains incentive fees		1,291,952			—
Increase (decrease) in accrued administrative expenses		(56,007	)		7,243
Increase (decrease) in accrued expenses and other liabilities		(860,400	)		998,803
Net cash provided by (used in) operating activities		(14,214,303	)		25,596,663

Financing activities
Draws on credit facility		106,000,000			106,000,000
Repayments of credit facility draws		(85,800,000	)		(115,900,000	)
Payments of debt issuance costs		(767,459	)	—
Distributions paid to common stockholders		(14,855,188	)		(21,308,873	)
Repurchase of common shares		(1,703,717	)		(3,627,604	)
Net cash provided by financing activities		2,873,636			(34,836,477	)

Net increase (decrease) in cash and cash equivalents		(11,340,667	)		(9,239,814	)
Cash and cash equivalents at beginning of period		23,332,831			14,678,878
Cash and cash equivalents at end of period	$	11,992,164		$	5,439,064

Supplemental cash flow information
Interest payments	$	4,125,228		$	7,842,233
Tax payments	$	80,050		$	88,050
Share issuance — stock distribution and reinvestment	$	—		$	11,702,579

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments

September 30, 2021

(Unaudited)

Issuer(P/R)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments
Aerospace & Defense
Unanet, Inc.	First Lien Term Loan	LIBOR(M)		—			6.25	%		6.38	%	5/31/2024	$	6,632,653	$	6,594,917		$	6,652,551
Unanet, Inc.	First Lien Delayed Draw Term Loan	LIBOR(M)		—			6.25	%		6.38	%	5/31/2024	$	1,709,183		1,700,807			1,716,837		T
Unanet, Inc.	Sr Secured Revolver	LIBOR(M)		—			6.25	%		6.38	%	5/31/2024	$	816,327		811,730			816,327
																9,107,454			9,185,715
Airlines
One Sky Flight, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		7.50	%		8.50	%	12/27/2024	$	6,384,912		6,275,245			6,384,912

Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	LIBOR(M)		1.00	%		6.75	%		7.75	%	2/25/2026	$	3,001,242		2,959,578			3,067,269
ALCV Purchaser, Inc. (AutoLenders)	First Lien Revolver	LIBOR(M)		1.00	%		6.75	%		7.75	%	2/25/2026	$	—		(3,184	)		—		N/T
																2,956,394			3,067,269
Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	4/30/2027	$	2,202,000		2,159,743			2,188,788
Porcelain Acquisition Corporation (Paramount)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	4/30/2027	$	—		(17,614	)		(5,676	)	N/T
																2,142,129			2,183,112
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	$	500,000		484,090			505,000

Commercial Services & Supplies
Kellermeyer Bergensons Services, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		5.75	%		6.75	%	11/7/2026	$	1,605,392		1,593,957			1,600,576
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan A	LIBOR(S)		1.00	%		5.75	%		6.75	%	11/7/2026	$	353,186		350,525			352,127
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan B	LIBOR(S)		1.00	%		5.75	%		6.75	%	11/7/2026	$	231,767		230,716			230,301		T
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	LIBOR(Q)		0.75	%		7.25	%		8.00	%	8/31/2029	$	2,615,252		2,576,380			2,581,254
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		7.25	%		8.00	%	8/31/2029	$	—		(3,321	)		(5,818	)	N/T
																4,748,257			4,758,440
Construction & Engineering
Sunland Asphalt & Construction, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	1/13/2026	$	2,506,394		2,462,832			2,481,330
Sunland Asphalt & Construction, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	1/13/2026	$	842,775		827,960			834,347
Sunland Asphalt & Construction, LLC	First Lien Revolver	LIBOR(Q)		1.00	%		6.00	%		7.00	%	1/13/2022	$	15,783		12,611			10,575		T
																3,303,403			3,326,252
Consumer Finance
Barri Financial Group, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		7.75	%		8.75	%	6/30/2026	$	6,938,004		6,806,555			7,007,384
Barri Financial Group, LLC	First Lien Incremental Term Loan	LIBOR(M)		1.00	%		7.75	%		8.75	%	6/30/2026	$	6,080,837		5,930,132			6,141,645
																12,736,687			13,149,029
Containers & Packaging
Paragon Films, Inc.	Second Lien Term Loan	LIBOR(M)		1.00	%		8.50	%		9.50	%	3/29/2026	$	21,000,000		20,706,847			21,000,000

Distributors
Colony Display LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.50	%		7.50	%	6/30/2026	$	2,322,945		2,279,028			2,297,392
Colony Display LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.50	%		7.50	%	6/30/2026	$	—		—			(13,105	)	N/T
																2,279,028			2,284,287
Diversified Consumer Services
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		9.00	%		10.00	%	9/30/2025	$	8,597,574		8,706,466			8,562,284		H/J/T
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		—		3.50% Cash + 3.50% PIK				7.00	%	10/2/2023	$	1,572,838		1,572,838			2,121,759		D/H/J
Thras.io, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	12/18/2026	$	4,672,941		4,566,241			4,719,670
Thras.io, LLC	First Lien Incremental Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	12/18/2026	$	2,722,064		2,708,454			2,749,285
Thras.io, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	12/18/2026	$	3,099,639		3,030,332			3,130,636
Thras.io, LLC	First Lien Incremental Delayed Draw Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	12/18/2026	$	—		(13,645	)		27,289		N/T
Whele LLC (Perch)	First Lien Incremental Term Loan	LIBOR(M)		1.00	%		7.50	%		8.50	%	10/15/2025	$	6,842,404		6,900,437			6,897,144
																27,471,123			28,208,067
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	LIBOR(Q)		0.75	%		6.00	%		6.75	%	3/26/2026	$	6,622,107		6,502,210			6,614,159
2-10 Holdco, Inc.	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.00	%		6.75	%	3/26/2026	$	—		(4,314	)		(288	)	N/T
Callodine Commercial Finance, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		9.00	%		10.00	%	11/3/2025	$	25,000,000		25,000,000			25,025,000

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2021

(Unaudited)

Issuer(P/R)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments (continued)
Callodine Commercial Finance, LLC	Delayed Draw Term Loan	LIBOR(Q)		1.00	%		9.00	%		10.00	%	11/3/2025	$	—	$	—		$	8,065		T
Callodine Commercial Finance, LLC	Subordinated Debt	LIBOR(Q)		0.25	%		8.50	%		8.75	%	11/30/2024	$	5,000,000		5,000,000			5,000,000		U
Gordon Brothers Finance Company	Unsecured Debt	LIBOR(M)		1.00	%		11.00	%		12.00	%	10/31/2021	$	41,861,533		41,861,533			21,363,000		G/S
Oasis Financial, LLC	Second Lien Term Loan	LIBOR(M)		1.00	%		8.50	%		9.50	%	7/5/2026	$	5,000,000		4,911,063			4,930,000
Worldremit Group Limited (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	LIBOR(Q)		1.00	%		9.25	%		10.25	%	2/11/2025	$	9,600,000		9,433,901			9,414,720		H/J
Worldremit Group Limited (United Kingdom)	First Lien Incremental Term Loan (3.0% Exit Fee)	LIBOR(M)		1.00	%		9.25	%		10.25	%	2/11/2025	$	1,700,000		1,667,011			1,667,190		H/J
																94,371,404			74,021,846
Diversified Telecommunication Services
MetroNet Systems Holdings, LLC	Second Lien Term Loan	LIBOR(M)		0.75	%		7.00	%		7.75	%	6/2/2029	$	1,414,105		1,393,532			1,410,286
MetroNet Systems Holdings, LLC	Second Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%		7.00	%		7.75	%	6/2/2029	$	2,911,392		2,855,153			2,903,531
																4,248,685			4,313,817
Electrical Equipment
Advanced Lighting Technologies, Inc.	Second Lien Sr Secured Notes	LIBOR(Q)		2.00	%	16.00% PIK + 6.00% Cash				24.00	%	3/16/2027	$	1,894,190		935,927			662,966		D/I/S

Health Care Equipment & Supplies
Zest Acquisition Corp.	Second Lien Term Loan	LIBOR(M)		1.00	%		7.00	%		8.00	%	3/14/2026	$	15,000,000		14,910,175			14,962,500

Health Care Providers & Services
INH Buyer, Inc. (IMS Health)	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		7.00	%	6/28/2028	$	2,700,000		2,647,563			2,686,500
Outcomes Group Holdings, Inc.	Second Lien Term Loan	LIBOR(Q)		—			7.50	%		7.63	%	10/26/2026	$	5,769,231		5,760,361			5,769,231
Team Services Group, LLC	Second Lien Term Loan	LIBOR(S)		1.00	%		9.00	%		10.00	%	11/13/2028	$	5,788,615		5,615,040			5,788,615
Team Services Group, LLC	Second Lien Incremental Term Loan	LIBOR(S)		1.00	%		9.00	%		10.00	%	11/13/2028	$	765,928		758,269			765,928
Tempus, LLC (Epic Staffing)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		7.00	%	2/5/2027	$	4,064,037		3,988,529			4,145,318
Tempus, LLC (Epic Staffing)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		6.25	%		7.25	%	2/5/2027	$	—		(14,408	)		15,811		N/T
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		N/T
																18,722,415			19,237,281
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	LIBOR(Q)		1.00	%		7.25	%		8.25	%	5/6/2027	$	2,875,899		2,826,235			2,844,264
Appriss Health, LLC (PatientPing)	First Lien Revolver	LIBOR(Q)		1.00	%		7.25	%		8.25	%	5/6/2027	$	—		(3,580	)		(2,109	)	N/T
CareATC, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.25	%		8.25	%	3/14/2024	$	4,644,292		4,596,256			4,690,735
CareATC, Inc.	Sr Secured Revolver	LIBOR(Q)		1.00	%		7.25	%		8.25	%	3/14/2024	$	—		(3,487	)		—		N/T
ESO Solutions, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	5/3/2027	$	5,176,619		5,077,322			5,161,088
ESO Solutions, Inc.	First Lien Incremental Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	5/3/2027	$	1,617,693		1,586,043			1,612,839
ESO Solutions, Inc.	First Lien Revolver	LIBOR(Q)		1.00	%		7.00	%		8.00	%	5/3/2027	$	—		(11,489	)		(1,850	)	N/T
Gainwell Acquisition Corp.	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		9.00	%	10/2/2028	$	2,016,737		2,006,654			2,042,955
Sandata Technologies, LLC	First Lien Term Loan	LIBOR(Q)		—			6.00	%		6.19	%	7/23/2024	$	4,500,000		4,459,855			4,545,000
Sandata Technologies, LLC	Sr Secured Revolver	LIBOR(Q)		—			6.00	%		6.19	%	7/23/2024	$	—		(4,353	)		—		N/T
																20,529,456			20,892,922
Insurance
AmeriLife Holdings, LLC	Second Lien Term Loan	LIBOR(S)		1.00	%		8.50	%		9.50	%	3/18/2028	$	6,697,322		6,581,969			6,764,295
AmeriLife Holdings, LLC	Second Lien Incremental Term Loan	LIBOR(S)		1.00	%		8.50	%		9.50	%	3/18/2028	$	2,337,744		2,300,249			2,361,122
IT Parent, LLC (Insurance Technologies)	First Lien Term Loan	LIBOR(M)		1.00	%		6.25	%		7.25	%	10/1/2026	$	1,736,875		1,707,523			1,754,244
IT Parent, LLC (Insurance Technologies)	First Lien Incremental Term Loan	LIBOR(M)		1.00	%		6.25	%		7.25	%	10/1/2026	$	221,440		217,343			223,654
IT Parent, LLC (Insurance Technologies)	Sr Secured Revolver	LIBOR(M)		1.00	%		6.25	%		7.25	%	10/1/2026	$	66,667		62,455			66,667		T
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	$	3,377,980		3,316,817			3,411,760
																14,186,356			14,581,742
Internet & Catalog Retail
Live Auctioneers, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.76	%		7.76	%	5/21/2025	$	2,982,572		2,932,106			3,012,398
Live Auctioneers, LLC	First Lien Last Out B-2 Term Loan	LIBOR(M)		1.00	%		6.76	%		7.76	%	5/21/2025	$	7,634,971		7,533,175			7,711,321
Syndigo, LLC	Second Lien Term Loan	LIBOR(S)		0.75	%		8.00	%		8.75	%	12/14/2028	$	4,673,472		4,607,696			4,661,788
																15,072,977			15,385,507

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2021

(Unaudited)

Issuer(P/R)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)		Notes
Debt Investments (continued)
Internet Software & Services
FinancialForce.com, Inc.	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	LIBOR(M)		2.75	%		6.75	%		9.50	%	2/1/2024	$	10,000,000	$	9,900,181		$	10,090,000
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	$	5,000,000		4,961,817			5,045,000
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	LIBOR(Q)		0.75	%		8.25	%		9.00	%	7/27/2029	$	7,000,000		6,899,750			6,991,250
MetricStream, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		9.00	%	9/28/2024	$	9,535,314		9,387,284			9,373,214
MetricStream, Inc.	First Lien Incremental Term Loan	LIBOR(Q)		1.00	%		8.00	%		9.00	%	9/28/2024	$	1,466,971		1,441,184			1,442,033
Persado, Inc.	First Lien Delayed Draw Term Loan (4.25% Exit Fee)	LIBOR(M)		1.80	%		7.00	%		8.80	%	2/1/2025	$	1,562,500		1,551,774			1,554,688
Pluralsight, Inc.	First Lien Term Loan	LIBOR(S)		1.00	%		8.00	%		9.00	%	4/6/2027	$	10,931,797		10,725,671			10,942,728
Pluralsight, Inc.	First Lien Incremental Term Loan	LIBOR(S)		1.00	%		8.00	%		9.00	%	4/6/2027	$	1,137,838		1,116,117			1,138,976
Pluralsight, Inc.	First Lien Revolver	LIBOR(S)		1.00	%		8.00	%		9.00	%	4/6/2027	$	—		(17,113	)		—	N/T
Quartz Holding Company (Quick Base)	Second Lien Term Loan	LIBOR(M)		—			8.00	%		8.09	%	4/2/2027	$	5,512,958		5,430,774			5,512,958
																51,397,439			52,090,847
IT Services
Ensono, Inc.	Second Lien Term Loan B	LIBOR(S)		—			8.00	%		8.17	%	5/28/2029	$	5,000,000		4,951,715			5,070,000
Idera, Inc.	Second Lien Term Loan	LIBOR(M)		0.75	%		6.75	%		7.50	%	2/4/2029	$	2,867,296		2,846,843			2,867,296	Q
Puppet, Inc.	First Lien Term Loan (3.0% Exit Fee)	LIBOR(Q)		1.00	%		8.50	%		9.50	%	6/19/2023	$	1,000,000		983,248			985,000
																8,781,806			8,922,296
Machinery
Sonny's Enterprises, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.75	%		7.75	%	8/5/2026	$	1,448,444		1,421,394			1,461,480
Sonny's Enterprises, LLC	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		6.75	%		7.75	%	8/5/2026	$	3,524,145		3,461,491			3,555,862
Sonny's Enterprises, LLC	First Lien Incremental Delayed Draw Term Loan	LIBOR(M)		1.00	%		6.75	%		7.75	%	8/5/2026	$	380,423		373,333			383,847
																5,256,218			5,401,189
Media
MBS Opco, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		9.00	%		10.00	%	12/29/2022	$	14,437,500		14,437,500			14,437,500
NEP II, Inc.	Second Lien Term Loan	LIBOR(M)		—			7.00	%		7.08	%	10/19/2026	$	3,131,760		2,871,018			2,990,831	Q
																17,308,518			17,428,331
Metals & Mining
Kemmerer Operations, LLC (WMLP)	First Lien Term Loan	Fixed		—		15.00% PIK				15.00	%	6/21/2023	$	2,977,481		2,977,481			2,977,481	D/F
Kemmerer Operations, LLC (WMLP)	First Lien Delayed Draw Term Loan	Fixed		—		15.00% PIK				15.00	%	6/21/2023	$	204,893		204,894			204,894	D/F/T
																3,182,375			3,182,375
Professional Services
Dude Solutions Holdings, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.25	%		8.25	%	6/13/2025	$	9,275,094		9,137,167			9,367,845
Dude Solutions Holdings, Inc.	Sr Secured Revolver	LIBOR(Q)		1.00	%		7.25	%		8.25	%	6/13/2025	$	—		(17,140	)		—	N/T
GI Consilio Parent, LLC	Second Lien Term Loan	LIBOR(M)		0.50	%		7.50	%		8.00	%	5/14/2029	$	5,000,000		4,952,005			5,010,000
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan	LIBOR(M)		1.00	%		8.75	%		9.75	%	2/17/2025	$	7,200,000		7,072,354			7,293,600	H/J
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		8.75	%		9.75	%	2/17/2025	$	2,400,000		2,356,754			2,431,200	H/J
JobandTalent USA, Inc. (United Kingdom)	First Lien Incremental Delayed Draw Term Loan	LIBOR(M)		1.00	%		8.75	%		9.75	%	2/17/2025	$	2,900,000		2,846,850			2,937,700	H/J
RigUp, Inc.	First Lien Delayed Draw Term Loan (3.5% Exit Fee)	LIBOR(M)		1.50	%		7.00	%		8.50	%	3/1/2024	$	500,000		493,544			509,000
VT TopCo, Inc. (Veritext)	Second Lien Term Loan	LIBOR(M)		0.75	%		6.75	%		7.50	%	8/17/2026	$	1,064,655		1,057,609			1,067,317
																27,899,143			28,616,662

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2021

(Unaudited)

Issuer(P/R)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments (continued)
Real Estate Management & Development
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.25	%		6.00	%		7.25	%	3/2/2026	$	1,866,667	$	1,866,667		$	1,862,933		J

Road & Rail
Keep Truckin, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.25	%		8.25	%	4/8/2025	$	9,600,000		9,467,821			9,600,000
Keep Truckin, Inc.	First Lien Incremental Term Loan	LIBOR(M)		1.00	%		7.25	%		8.25	%	4/8/2025	$	3,400,000		3,351,142			3,400,000
St. George Warehousing & Trucking Co. of California, Inc.	First Lien Last Out Term Loan	LIBOR(Q)		1.00	%		9.89	%		10.89	%	4/28/2023	$	37,544,921		37,544,921			36,981,747		D
St. George Warehousing & Trucking Co. of California, Inc.	First Lien Last Out Delayed Draw Term Loan	LIBOR(Q)		1.00	%		9.89	%		10.89	%	4/28/2023	$	7,696,249		7,696,249			7,580,805		D
																58,060,133			57,562,552
Software
Aras Corporation	First Lien Term Loan	LIBOR(Q)		1.00	%	3.25% Cash + 3.75% PIK				8.00	%	4/13/2027	$	3,100,555		3,042,665			3,075,751		D
Aras Corporation	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%	3.25% Cash + 3.75% PIK				8.00	%	4/13/2027	$	—		(3,463	)		(3,276	)	D/N/T
Aras Corporation	First Lien Revolver	LIBOR(Q)		1.00	%		6.50	%		7.50	%	4/13/2027	$	—		(5,669	)		(2,457	)	N/T
Backoffice Associates Holdings, LLC (Syniti)	First Lien Term Loan	LIBOR(S)		1.00	%		7.75	%		8.75	%	4/30/2026	$	4,915,593		4,777,844			4,832,028
Backoffice Associates Holdings, LLC (Syniti)	First Lien Incremental Term Loan	LIBOR(S)		1.00	%		7.75	%		8.75	%	4/30/2026	$	135,472		131,441			133,169
Backoffice Associates Holdings, LLC (Syniti)	First Lien Revolver	PRIME		—			6.75	%		10.00	%	4/30/2026	$	229,969		211,880			218,799		T
Bluefin Holding, LLC (BlackMountain)	Second Lien Term Loan	LIBOR(M)		—			7.75	%		7.83	%	9/6/2027	$	4,809,535		4,751,108			4,809,535
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
CyberGrants Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.50	%		7.25	%	9/8/2027	$	—		(2,039	)		(4,167	)	N/T
CyberGrants Holdings, LLC	First Lien Revolver	LIBOR(Q)		0.75	%		6.50	%		7.25	%	9/8/2027	$	—		(4,123	)		(4,167	)	N/T
Oversight Systems, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		6.75	%		7.75	%	9/24/2026	$	1,562,851		1,531,680			1,531,594
Rhode Holdings, Inc. (Kaseya)	First Lien Term Loan	LIBOR(Q)		1.00	%	4.00% Cash + 3.00% PIK				8.00	%	5/2/2025	$	4,298,588		4,248,820			4,320,081		D
Rhode Holdings, Inc. (Kaseya)	First Lien Incremental Term Loan	LIBOR(Q)		1.00	%	4.00% Cash + 3.00% PIK				8.00	%	5/2/2025	$	1,113,382		1,094,218			1,118,949		D
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	$	491,641		489,885			494,099		D
Rhode Holdings, Inc. (Kaseya)	First Lien Incremental Delayed Draw Term Loan	LIBOR(Q)		1.00	%	4.00% Cash + 3.00% PIK				8.00	%	5/2/2025	$	175,425		173,643			176,302		D
Rhode Holdings, Inc. (Kaseya)	First Lien Incremental Delayed Draw Term Loan	LIBOR(Q)		1.00	%	4.00% Cash + 3.00% PIK				8.00	%	5/2/2025	$	—		(9,031	)		2,626		D/N/T
Rhode Holdings, Inc. (Kaseya)	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.50	%		7.50	%	5/2/2025	$	—		(4,189	)		—		N/T
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	3/31/2027	$	3,686,254		3,617,044			3,700,999		H/J
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Revolver	LIBOR(Q)		1.00	%		7.00	%		8.00	%	3/31/2027	$	—		(7,512	)		—		H/J/N/T
SEP Vulcan Acquisition, Inc. (Tasktop) (Canada)	First Lien Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	3/16/2027	$	3,016,305		2,959,353			3,046,468		H/J
SEP Vulcan Acquisition, Inc. (Tasktop) (Canada)	Sr Secured Revolver	LIBOR(Q)		1.00	%		7.00	%		8.00	%	3/16/2027	$	—		(7,847	)		—		H/J/N/T
Superman Holdings, LLC (Foundation Software)	First Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		9.00	%	8/31/2027	$	2,296,137		2,246,314			2,342,060
Superman Holdings, LLC (Foundation Software)	First Lien Incremental Term Loan	LIBOR(Q)		1.00	%		8.00	%		9.00	%	8/31/2027	$	407,098		399,433			415,240
Superman Holdings, LLC (Foundation Software)	Sr Secured Revolver	LIBOR(Q)		1.00	%		8.00	%		9.00	%	8/31/2026	$	—		(6,761	)		—		N/T
Syntellis Performance Solutions, Inc. (Axiom Software)	First Lien Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	8/2/2027	$	849,655		827,470			866,648
																33,243,063			33,861,114

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2021

(Unaudited)

Issuer(P/R)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)		Fair Value(B)			Notes
Debt Investments (continued)
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan)	First Lien Term Loan B	LIBOR(Q)		—			5.50	%		5.62	%	2/12/2025	$	172,499	$	165,230	$	148,780		Q
Calceus Acquisition, Inc. (Cole Haan)	First Lien Sr Secured Notes	Fixed		—			9.75	%		9.75	%	2/19/2025	$	1,000,000		976,753		986,000		T
Hanna Andersson, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.25	%		7.25	%	7/2/2026	$	7,378,493		7,234,888		7,289,951
																8,376,871		8,424,731
Textile, Apparel & Luxury Goods
James Perse Enterprises, Inc.	First Lien Term Loan	LIBOR(S)		1.00	%		6.25	%		7.25	%	9/8/2027	$	6,666,667		6,566,822		6,566,667
James Perse Enterprises, Inc.	First Lien Revolver	LIBOR(S)		1.00	%		6.25	%		7.25	%	9/8/2027	$	—		132		(12,500	)	N/T
WH Buyer, LLC (Anne Klein)	First Lien FILO Term Loan	LIBOR(Q)		1.00	%		7.39	%		8.39	%	12/31/2025	$	15,273,116		15,164,501		15,425,847
WH Buyer, LLC (Anne Klein)	First Lien Incremental FILO Term Loan	LIBOR(Q)		1.00	%		7.39	%		8.39	%	12/31/2025	$	1,153,846		1,144,910		1,165,385
																22,876,365		23,145,399
Tobacco Related
Juul Labs, Inc.	First Lien Term Loan	LIBOR(Q)		1.50	%		8.00	%		9.50	%	8/2/2023	$	13,095,247		13,031,749		13,069,057

Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		7.00	%	9/17/2026	$	5,000,000		4,875,000		4,875,000		H/J

Total Debt Investments - 147.2% of Net Assets																531,343,399		516,553,150

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2021

(Unaudited)

Issuer(P/R)	Instrument	Expiration	Shares		Cost(A)		Fair Value(B)		Notes
Equity Securities
Capital Markets
Marsico Holdings, LLC	Limited Partnership/Limited Liability Company Interests			91,445	$	1,848,077	$	—	C/I
Pico Quantitative Trading, LLC	Warrants to Purchase Membership Units	2/7/2030		162		14,804		56,905	C/I
						1,862,881		56,905
Chemicals
AGY Equity, LLC	Class A Preferred Stock			4,195,600		1,139,597		446,536	C/F/I
AGY Equity, LLC	Class B Preferred Stock			2,936,920		—		—	C/F/I
AGY Equity, LLC	Class C Common Stock			2,307,580		—		—	C/F/I
						1,139,597		446,536
Diversified Consumer Services
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares	4/28/2028		182		—		1,292,301	C/H/I/J

Diversified Financial Services
BCIC Senior Loan Partners, LLC	Limited Partnership/Limited Liability Company Interests			54,030,590		54,030,591		32,029,393	G/I/J/O/Q/T
Gordon Brothers Finance Company	Common Stock			10,612		10,611,548		—	C/G
Gordon Brothers Finance Company	Preferred Stock			34,285		36,624,684		—	C/G/S
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock	2/11/2031		7,662		—		185,191	C/H/I/J
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock	8/27/2031		508		—		5,370	C/H/I/J
						101,266,823		32,219,954
Household Durables
Stitch Holdings, L.P.	Limited Partnership/Limited Liability Company Interests			5,910		5,909,910		5,910,000	C/I

Internet Software & Services
FinancialForce.com, Inc.	Warrants to Purchase Series C Preferred Stock	1/30/2029		450,000		100,544		247,765	C/I

Media
MBS Parent, LLC	Limited Partnership/Limited Liability Company Interests			546		500,000		744,771	C/M

Metals & Mining
Kemmerer Operations, LLC (WMLP)	Limited Partnership/Limited Liability Company Interests			8		753,850		638,216	C/F/K

Oil, Gas & Consumable Fuels
ETX Energy Management Company, LLC	Limited Partnership/Limited Liability Company Interests			53,815		—		—	C
ETX Energy, LLC	Limited Partnership/Limited Liability Company Interests			51,119		—		—	C/L
						—		—

Total Equity Securities - 11.9% of Net Assets						111,533,605		41,556,448

Total Investments - 159.1% of Net Assets					$	642,877,004	$	558,109,598

Cash and Cash Equivalents - 3.4% of Net Assets							$	11,992,164

Total Cash and Investments - 162.5% of Net Assets							$	570,101,762

Notes to Consolidated Schedules of Investments:

(A)	Represents amortized cost for fixed income securities and cost for preferred and common stock, limited partnership/limited liability company interests and equity warrants/options.

(B)	Fair value is determined by or under the direction of the Company’s Board of Directors. See Note 2 for further details.

(C)	Non-income producing equity securities at September 30, 2021.

(D)	Interest may be paid in cash or payment-in-kind (“PIK”), or a combination thereof which is generally at the option of the borrower. PIK earned is included in the cost basis of the security. In accordance with the Company’s policy, PIK is recorded on an effective yield basis.

(E)

Approximately 98.9% of the fair value of total senior secured loans in the Company’s portfolio bear interest at a floating rate that may be determined by reference to the London Interbank Offered Rate (LIBOR), “L”, or other base rate (commonly the Federal Funds Rate or the Prime Rate), “P”, at the borrower’s option. In addition, 92.1% of the fair value of such senior secured loans have floors of 0.25% to 2.75%. The borrower under a senior secured loan generally has the option to select from interest reset periods of one, two, three or six months and may alter that selection at the end of any reset period. The stated interest rate represents the weighted average interest rate at September 30, 2021 of all contracts within the specified loan facility.

(F)

Transaction and other information for “non-controlled, affiliated” investments under the Investment Company Act of 1940, whereby the Company owns 5% or more (but not more than 25%) of the portfolio company’s outstanding voting securities, is presented in a separate table in Consolidated Schedules of Investments.

(G)	Transaction and other information for “controlled” investments under the Investment Company Act of 1940, whereby the Company owns more than 25% of the portfolio company’s outstanding voting securities, is presented in a separate table in Consolidated Schedules of Investments.

(H)	Non-U.S company or principal place of business outside the U.S.

The accompanying notes are an integral part of these consolidated financial statements.

(I)

Security is either exempt from registration under Rule 144A of the Securities Act of 1933, or sale of the security is subject to certain contractual restrictions. Securities that are exempt from registration under 144A may be resold in transactions, normally to qualified institutional buyers. In aggregate, these securities represent 11.6% of the Company’s net assets at September 30, 2021. The acquisition dates for restricted securities of unaffiliated issuers were as follows as of September 30, 2021:

Investment		Initial Acquisition Date
Marsico Holdings, LLC, Limited Partnership/Limited Liability Company Interests		11/28/2007
FinancialForce.com, Warrants to Purchase Series C Preferred Stock		1/30/2019
Pico Quantitative Trading, LLC, Warrants to Purchase Membership Units		2/7/2020
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock		2/11/2021
Advanced Lighting Technologies, LLC, Senior Secured Notes		3/16/2021
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares		4/28/2021
Stitch Holdings, L.P., Limited Partnership Interests		7/30/2021
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock		8/27/2021

(J)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act may be subject to change. The Company monitors the status of these assets on an ongoing basis. As of September 30, 2021, approximately 14.2% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

(K)	The Company is the sole stockholder of BKC ASW Blocker, Inc., a consolidated subsidiary, which is the beneficiary of 5% or more (but not more than 25%) of the voting securities of Kemmerer Operations, LLC and thus non-controlled, affiliated investments.

(L)	The Company is the sole stockholder of BKC ASW Blocker, Inc., a consolidated subsidiary, which is the beneficiary of less than 5% of the voting securities of ETX Energy, LLC, and thus non-controlled, non-affiliated investments.

(M)	The Company is the sole stockholder of BCIC-MBS, LLC, a consolidated subsidiary, which is the beneficiary of less than 5% of the voting securities of MBS Parent, LLC and thus a non-controlled, non-affiliated investment.

(N)	Negative balances represent unfunded commitments that were acquired and/or valued at a discount.

(O)	BCIC Senior Loan Partners, LLC was formed on June 23, 2016. See Note 5 for summarized financial information of BCIC Senior Loan Partners, LLC.

(P)	Unless otherwise indicated, all investments are considered Level 3 in accordance with ASC Topic 820 (see Note 2).

(Q)	Investments are considered other than Level 3 in accordance with ASC Topic 820 (see Note 2).

(R)	As of September 30, 2021, the Company generally uses Global Industry Classification Standard (“GICS”) codes to identify the industry groupings. This information is unaudited.

(S)	The investment is on non-accrual status as of September 30, 2021 and therefore non-income producing. At September 30, 2021, the aggregate fair value and amortized cost of the Company’s debt and preferred stock investments on non-accrual status represents 4.26% and 13.96%, respectively.

(T)	Position or associated portfolio company thereof has an unfunded commitment as of September 30, 2021 (see Note 9). Note that there may be additional unfunded positions which do not have a funded component at period end, and therefore are not displayed herein.

(U)	This investment will have a first lien security interest after the senior tranches are repaid.

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

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2021

(Unaudited)

Non-Controlled Affiliate Security⁽¹⁾	Dividends or interest⁽²⁾		Fair Value at December 31, 2020		Net realized gain (loss)			Net increase or decrease in unrealized appreciation or depreciation			Acquisitions⁽³⁾		Dispositions⁽⁴⁾			Fair Value at September 30, 2021
Advanced Lighting Technologies, LLC.:
Senior Secured Note, Second Lien	$	—	$	—	$	(1,999,678	)	$	2,181,306		$	—	$	(181,628	)	$	—	†
Senior Secured Loan, First Lien		13,185		3,223,664		(3,017,339	)		1,774,757			—		(1,981,082	)		—	†
Limited Liability Co. Interest		—		—		—			—			—		—			—	†
Warrants		—		—		—			—			—		—			—	†
Advantage Insurance Inc.:
Preferred Stock		—		5,720,010		(2,972,574	)		2,972,574			—		(5,720,010	)		—	†
Preferred Stock Series B		71,500		—		—			—			3,575,000		(3,575,000	)		—	†
AGY Equity, LLC:
Class A Preferred Stock		—		1,557,200		—			(1,110,664	)		—		—			446,536
Class B Preferred Stock		—		—		—			—			—		—			—
Class C Common Stock		—		—		—			—			—		—			—
Kemmerer Operations, LLC (WMLP):
Delayed Draw Term Loan, First Lien		44,546		284,343		—			214,865			44,670		(338,984	)		204,894
Senior Secured Loan, First Lien		314,671		2,314,096		—			348,845			314,540		—			2,977,481
Limited Liability Co. Interest		—		—		—			638,216			—		—			638,216
Totals	$	443,902	$	13,099,313	$	(7,989,591	)	$	7,019,899		$	3,934,210	$	(11,796,704	)	$	4,267,127

⁽¹⁾	The issuers of the securities listed on this schedule are considered non-controlled, affiliated investments 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, and the movement of an existing portfolio company into this category from a different category.

⁽⁴⁾

Dispositions include decreases in the cost basis of investments, net of realized gain or loss, resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

†	Investment no longer held as of September 30, 2021.

The aggregate fair value of non-controlled, affiliated investments at September 30, 2021 represents 1.2% of the Company’s net assets.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2021

(Unaudited)

Controlled Affiliate Security⁽¹⁾	Dividends or interest⁽²⁾		Fair Value at December 31, 2020		Net realized gain (loss)			Net increase or decrease in unrealized appreciation or depreciation⁽⁵⁾			Acquisitions⁽³⁾		Dispositions⁽⁴⁾			Fair Value at September 30, 2021
BCIC Senior Loan Partners, LLC:
Limited Liability Co. Interest	$	1,531,013	$	36,150,259	$	—		$	3,756,855		$	—	$	(7,877,721	)	$	32,029,393
First Boston Construction Holdings, LLC:
Subordinated Debt		163,125		32,625,000		—			—			—		(32,625,000	)		—	†
Limited Liability Co. Interest		—		4,557,035		(2,290,144	)		3,599,215			—		(5,866,106	)		—	†
Gordon Brothers Finance Company:
Unsecured Debt		—		22,850,000		—			(59,748	)		—		(1,427,252	)		21,363,000
Preferred Stock		—		—		—			—			—		—			—
Common Stock		—		—		—			—			—		—			—
Red Apple Stores Inc.:
Senior Secured Loan, Second Lien		555,446		14,785,933		(1,474,033	)		2,016,263			—		(15,328,163	)		—	†
Preferred Stock		—		—		—			—			—		—			—	†
Common Stock		—		—		(6,751,452	)		6,751,452			—		—			—	†
Totals	$	2,249,584	$	110,968,227	$	(10,515,629	)	$	16,064,037		$	—	$	(63,124,242	)	$	53,392,393

⁽¹⁾	The issuers of 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.

⁽³⁾

Acquisitions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

⁽⁴⁾

⁽⁵⁾

Net unrealized gain (loss) before taxes includes the net change in unrealized appreciation (depreciation) on controlled investments and net change in unrealized appreciation (depreciation) on foreign currency translation associated with the controlled investments. For the nine months ended September 30, 2021, the net change in unrealized appreciation (depreciation) and foreign currency translation associated with the Red Apple Stores Inc.’s common stock was $285,360 and $(285,360), respectively.

†	Investment no longer held as of September 30, 2021.

The aggregate fair value of controlled investments at September 30, 2021 represents 15.2% of the Company’s net assets.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2020

Issuer(Q/S)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments
Aerospace & Defense
Unanet, Inc.	First Lien Term Loan	LIBOR(M)		—			6.25	%		6.44	%	5/31/2024	$	6,632,653	$	6,584,223		$	6,526,531
Unanet, Inc.	Sr Secured Revolver	LIBOR(M)		—			6.25	%		6.44	%	5/31/2024	$	816,327		810,431			803,265
Unanet, Inc.	First Lien Delayed Draw Term Loan	LIBOR(M)		—			6.25	%		6.44	%	5/31/2024	$	1,709,183		1,697,471			1,668,367		U
																9,092,125			8,998,163
Airlines
One Sky Flight, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		7.50	%		8.50	%	12/27/2024	$	7,125,000		6,974,333			7,196,250

Capital Markets
Pico Quantitative Trading, LLC	First Lien Term Loan (1.0% Exit Fee)	LIBOR(Q)		1.50	%		7.25	%		8.75	%	2/7/2025	$	500,000		481,114			495,500

Commercial Services & Supplies
Kellermeyer Bergensons Services, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.50	%		7.50	%	11/7/2026	$	1,617,647		1,604,958			1,633,824
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan A	LIBOR(Q)		1.00	%		6.50	%		7.50	%	11/7/2026	$	355,882		352,753			359,441
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan B	LIBOR(Q)		1.00	%		6.50	%		7.50	%	11/7/2026	$	92,778		92,620			97,676		U
																2,050,331			2,090,941
Consumer Finance
Barri Financial Group, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		7.75	%		8.75	%	10/23/2024	$	7,740,371		7,585,234			7,817,774
Open Lending, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.50	%		7.50	%	3/11/2027	$	490,625		474,859			488,172
																8,060,093			8,305,946
Containers & Packaging
Paragon Films, Inc.	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.50	%		9.50	%	3/29/2026	$	21,000,000		20,667,384			20,580,000

Diversified Consumer Services
Thras.io, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	12/18/2026	$	4,708,253		4,590,547			4,590,547
Thras.io, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		7.00	%		8.00	%	12/18/2026		—		(77,687	)		(77,687	)	O/U
																4,512,860			4,512,860
Diversified Financial Services
Aretec Group, Inc. (Cetera)	Second Lien Term Loan	LIBOR(M)		—			8.25	%		8.40	%	10/1/2026	$	3,563,440		3,525,253			3,313,999
Callodine Commercial Finance, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		9.00	%		10.00	%	11/3/2025	$	25,000,000		25,000,000			25,000,000		U
Callodine Commercial Finance, LLC	Subordinated Debt	LIBOR(Q)		—			8.50	%		8.75	%	11/30/2024	$	5,000,000		5,000,000			5,000,000		V
Gordon Brothers Finance Company	Unsecured Debt	LIBOR(M)		1.00	%		11.00	%		12.00	%	10/31/2021	$	43,288,785		43,288,785			22,850,000		G/T
																76,814,038			56,163,999
Electrical Equipment
Advanced Lighting Technologies LLC	Second Lien Sr Secured Notes	LIBOR(Q)		1.00	%	17.00% PIK				18.00	%	10/4/2023	$	9,762,878		2,181,306			—		D/F/J/T
Advanced Lighting Technologies LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		7.50	%		8.50	%	10/4/2022	$	5,036,975		4,998,421			3,223,664		F
																7,179,727			3,223,664
Energy Equipment & Services
Sphera Solutions, Inc. (Diamondback)	First Lien FILO Term Loan B	LIBOR(Q)		1.00	%		9.98	%		10.98	%	6/14/2023	$	13,546,524		13,379,697			13,370,419

Health Care Equipment & Supplies
PharmaLogic Holdings Corp.	Second Lien Term Loan	LIBOR(M)		—			8.00	%		8.15	%	12/11/2023	$	8,786,087		8,740,207			8,522,504
PharmaLogic Holdings Corp.	Second Lien Term Loan	LIBOR(M)		—			8.00	%		8.15	%	12/11/2023	$	3,323,478		3,309,838			3,223,774		H/K
PharmaLogic Holdings Corp.	Second Lien Delayed Draw Term Loan	LIBOR(M)		—			8.00	%		8.15	%	12/11/2023	$	2,690,435		2,681,775			2,609,722
Zest Acquisition Corp.	Second Lien Term Loan	LIBOR(M)		1.00	%		7.50	%		8.50	%	3/14/2026	$	15,000,000		14,895,219			13,650,000
																29,627,039			28,006,000
Health Care Providers & Services
Midwest Physician Administrative Services, LLC	Second Lien Term Loan	LIBOR(M)		0.75	%		7.00	%		7.75	%	8/15/2025	$	10,000,000		9,947,414			9,725,000		R
Outcomes Group Holdings, Inc.	Second Lien Term Loan	LIBOR(Q)		—			7.50	%		7.75	%	10/26/2026	$	11,538,462		11,515,750			11,538,462
Team Services Group, LLC	Second Lien Term Loan	LIBOR(Q)		1.00	%		9.00	%		10.00	%	11/13/2028	$	5,788,615		5,601,268			5,730,729
																27,064,432			26,994,191

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2020

Issuer(Q/S)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments (continued)
Health Care Technology
CareATC, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.25	%		8.25	%	3/14/2024	$	4,733,036	$	4,669,959		$	4,780,367
CareATC, Inc.	Sr Secured Revolver	LIBOR(Q)		1.00	%		7.25	%		8.25	%	3/14/2024	$	—		(4,515	)		—		O/U
Sandata Technologies, LLC	First Lien Term Loan	LIBOR(Q)		—			6.00	%		6.31	%	7/23/2024	$	4,500,000		4,449,231			4,383,000
Sandata Technologies, LLC	Sr Secured Revolver	LIBOR(Q)		—			6.00	%		6.31	%	7/23/2024	$	—		(5,506	)		(13,000	)	O/U
																9,109,169			9,150,367
Insurance
AmeriLife Holdings, LLC	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.50	%		9.50	%	3/18/2028	$	6,697,322		6,572,096			6,657,138
AmeriLife Holdings, LLC	Second Lien Incremental Term Loan	LIBOR(Q)		1.00	%		8.50	%		9.50	%	3/18/2028	$	2,337,744		2,297,151			2,323,718
IT Parent, LLC (Insurance Technologies)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.25	%		7.25	%	10/1/2026	$	1,750,000		1,716,183			1,741,250
IT Parent, LLC (Insurance Technologies)	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.25	%		7.25	%	10/1/2026	$	200,000		195,206			198,750		U
																10,780,636			10,920,856
Internet & Catalog Retail
Live Auctioneers, LLC	First Lien Last Out B-2 Term Loan	LIBOR(Q)		1.00	%		6.76	%		7.76	%	5/21/2025	$	7,693,552		7,572,688			7,555,068
Live Auctioneers, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.76	%		7.76	%	5/21/2025	$	3,005,110		2,945,191			2,951,018
Syndigo, LLC	Second Lien Term Loan	LIBOR(Q)		0.75	%		8.00	%		8.75	%	12/14/2028	$	4,673,472		4,603,370			4,603,370
																15,121,249			15,109,456
Internet Software & Services
FinancialForce.com, Inc.	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	LIBOR(M)		2.75	%		6.75	%		9.50	%	2/1/2024	$	10,000,000		9,868,861			10,120,000
MetricStream, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		9.00	%	9/28/2024	$	9,535,314		9,356,259			9,344,608
Persado, Inc.	First Lien Delayed Draw Term Loan (4.25% Exit Fee)	LIBOR(M)		1.80	%		7.00	%		8.80	%	2/1/2025	$	1,562,500		1,549,386			1,546,875
Quartz Holding Company (Quick Base)	Second Lien Term Loan	LIBOR(M)		—			8.00	%		8.15	%	4/2/2027	$	5,512,958		5,421,288			5,444,046
																26,195,794			26,455,529
IT Services
Puppet, Inc.	First Lien Term Loan (3.0% Exit Fee)	LIBOR(Q)		1.00	%		8.50	%		9.50	%	6/19/2023	$	1,000,000		976,937			982,000

Machinery
Sonny's Enterprises, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		7.00	%		8.00	%	8/5/2026	$	1,459,390		1,430,241			1,430,202
Sonny's Enterprises, LLC	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		7.00	%		8.00	%	8/5/2026	$	—		(70,750	)		(70,885	)	O/U
																1,359,491			1,359,317
Media
MBS Opco, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		9.00	%		10.00	%	12/29/2022	$	14,550,000		14,550,000			14,222,625
NEP II, Inc.	Second Lien Term Loan	LIBOR(M)		—			7.00	%		7.15	%	10/19/2026	$	6,631,760		6,324,455			5,623,733		R
																20,874,455			19,846,358
Metals & Mining
Kemmerer Operations, LLC (WMLP)	First Lien Term Loan	Fixed		—		15.00% PIK				15.00	%	6/21/2023	$	2,662,942		2,662,942			2,314,096		D/F
Kemmerer Operations, LLC (WMLP)	First Lien Delayed Draw Term Loan	Fixed		—		15.00% PIK				15.00	%	6/21/2023	$	499,207		499,207			284,343		D/F/U
																3,162,149			2,598,439
Multiline Retail
Red Apple Stores Inc.	Second Lien Term Loan	Fixed		—			10.00	%		10.00	%	8/1/2024	$	16,802,196		16,802,197			14,785,933		G/H/K

Personal Products
Paula's Choice Holdings, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		6.25	%		7.25	%	11/17/2025	$	7,750,000		7,537,774			7,556,250

Professional Services
Dude Solutions Holdings, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.50	%		8.50	%	6/13/2025	$	9,321,820		9,158,283			9,508,256
Dude Solutions Holdings, Inc.	Sr Secured Revolver	LIBOR(Q)		1.00	%		7.50	%		8.50	%	6/13/2025	$	—		(20,601	)		—		O/U
RigUp, Inc.	First Lien Delayed Draw Term Loan (3.5% Exit Fee)	LIBOR(M)		1.50	%		7.00	%		8.50	%	3/1/2024	$	333,333		325,097			324,333		U
																9,462,779			9,832,589
Road & Rail
GlobalTranz Enterprises LLC	Second Lien Term Loan	LIBOR(M)		—			8.25	%		8.40	%	5/15/2027	$	10,808,429		10,627,175			9,262,824
St. George Warehousing & Trucking Co. of California, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%	9.25% PIK + 1.00% Cash				11.25	%	4/28/2023	$	35,796,853		35,796,853			32,038,183		D
St. George Warehousing & Trucking Co. of California, Inc.	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%	9.25% PIK + 1.00% Cash				11.25	%	4/28/2023	$	7,337,916		7,337,916			6,567,435		D
																53,761,944			47,868,442

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2020

Issuer(Q/S)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)		Notes
Debt Investments (continued)
Software
Bluefin Holding, LLC (BlackMountain)	Second Lien Term Loan	LIBOR(M)		—			7.75	%		7.90	%	9/6/2027	$	4,809,535	$	4,745,288		$	4,857,631
Rhode Holdings, Inc. (Kaseya)	First Lien Term Loan	LIBOR(Q)		1.00	%	4.00% Cash + 3.00% PIK				8.09	%	5/2/2025	$	4,106,632		4,045,856			4,135,378	D
Rhode Holdings, Inc. (Kaseya)	First Lien Incremental Term Loan	LIBOR(Q)		1.00	%	4.00% Cash + 3.00% PIK				8.00	%	5/2/2025	$	96,058		94,164			96,730	D
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	$	482,361		479,191			485,737	D
Rhode Holdings, Inc. (Kaseya)	First Lien Incremental Delayed Draw Term Loan	LIBOR(Q)		1.00	%	4.00% Cash + 3.00% PIK				8.00	%	5/2/2025	$	—		(2,133	)		1,223	D/O/U
Rhode Holdings, Inc. (Kaseya)	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.50	%		7.50	%	5/2/2025	$	164,770		159,711			164,770	U
Superman Holdings, LLC (Foundation Software)	First Lien Term Loan	PRIME		—			7.00	%		10.25	%	8/31/2027	$	2,313,532		2,258,098			2,322,786
Superman Holdings, LLC (Foundation Software)	Sr Secured Revolver	PRIME		—			7.00	%		10.25	%	8/31/2026	$	—		(7,780	)		—	O/U
Syntellis Performance Solutions, Inc. (Axiom Software)	First Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		9.00	%	8/2/2027	$	856,092		831,337			860,372
WinShuttle, LLC	First Lien FILO Term Loan	LIBOR(M)		1.00	%		8.42	%		9.42	%	8/9/2024	$	7,655,992		7,496,633			7,770,832
																20,100,365			20,695,459
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan)	First Lien Term Loan B	LIBOR(Q)		—			5.50	%		5.73	%	2/12/2025	$	234,650		222,915			222,918
Calceus Acquisition, Inc. (Cole Haan)	First Lien Sr Secured Notes	Fixed		—			9.75	%		9.75	%	2/19/2025	$	1,000,000		972,795			1,098,500
																1,195,710			1,321,418
Textile, Apparel & Luxury Goods
WH Buyer, LLC (Anne Klein)	First Lien FILO Term Loan	LIBOR(Q)		1.50	%		7.76	%		9.26	%	7/16/2025	$	15,273,116		15,146,958			15,181,476
WH Buyer, LLC (Anne Klein)	First Lien Incremental FILO Term Loan	LIBOR(Q)		1.50	%		7.76	%		9.26	%	7/16/2025	$	1,153,846		1,143,530			1,146,922
																16,290,488			16,328,398
Thrifts & Mortgage Finance
First Boston Construction Holdings, LLC	Subordinated Debt	Fixed		—			12.00	%		12.00	%	2/23/2023	$	32,625,000		32,625,000			32,625,000	D/G/K

Tobacco Related
Juul Labs, Inc.	First Lien Term Loan	LIBOR(Q)		1.50	%		8.00	%		9.50	%	8/2/2023	$	13,226,497		13,134,287			13,200,044

Total Debt Investments - 136.7% of Net Assets																464,393,597			430,573,788

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2020

Issuer(Q/S)	Instrument	Expiration	Shares		Cost(A)		Fair Value(B)		Notes
Equity Securities
Capital Markets
Marsico Holdings, LLC	Limited Partnership/Limited Liability Company Interests			91,445	$	1,848,077	$	—	C/J
Pico Quantitative Trading, LLC	Warrants to Purchase Membership Units (144A)	2/7/2030		162		14,804		16,046	C/J
						1,862,881		16,046
Chemicals
AGY Equity, LLC	Class A Preferred Stock			4,195,600		1,139,597		1,557,200	C/F/J
AGY Equity, LLC	Class B Preferred Stock			2,936,920		—		—	C/F/J
AGY Equity, LLC	Class C Common Stock			2,307,580		—		—	C/F/J
						1,139,597		1,557,200
Diversified Financial Services
BCIC Senior Loan Partners, LLC	Limited Partnership/Limited Liability Company Interests			61,908,311		61,908,311		36,150,259	G/J/K/P/R/U
Gordon Brothers Finance Company	Common Stock			10,612		10,611,548		—	C/G
Gordon Brothers Finance Company	Preferred Stock			34,285		36,624,684		—	C/G/T
						109,144,543		36,150,259
Electrical Equipment
Advanced Lighting Technologies LLC	Equity Warrants/Options	10/4/2027		2,360		—		—	C/F/J
Advanced Lighting Technologies LLC	Limited Partnership/Limited Liability Company Interests			149,717		—		—	C/F
						—		—
Health Care Equipment & Supplies
Facet Investment, Inc.	Equity Warrants/Options	1/18/2021		1,978		250,000		—	C

Household Durables
SVP - Singer Holdings, LP	Limited Partnership/Limited Liability Company Interests			1,416,279		5,030,156		—	C/J

Insurance
Advantage Insurance Inc.	Preferred Stock			572,001		8,692,584		5,720,010	C/D/F/J/T

Internet Software & Services
FinancialForce.com, Inc.	Warrants to Purchase Series C Preferred Stock	1/30/2029		62,840		100,544		137,714	C/J

Media
MBS Parent, LLC	Limited Partnership/Limited Liability Company Interests			546		500,000		313,424	C/N

Metals & Mining
Kemmerer Operations, LLC (WMLP)	Limited Partnership/Limited Liability Company Interests			8		753,850		—	C/F/L

Multiline Retail
Red Apple Stores Inc.	Common Stock			8,756,859		6,751,452		—	C/G/H/I/K
Red Apple Stores Inc.	Preferred Stock			6,806,383		—		—	C/G/H/K
						6,751,452		—
Oil, Gas & Consumable Fuels
ETX Energy Management Company, LLC	Limited Partnership/Limited Liability Company Interests			53,815		—		—	C
ETX Energy, LLC	Limited Partnership/Limited Liability Company Interests			51,119		—		—	C/M
						—		—
Thrifts & Mortgage Finance
First Boston Construction Holdings, LLC	Limited Partnership/Limited Liability Company Interests			8,156,250		8,156,250		4,557,035	C/G/K

Total Equity Securities - 15.4% of Net Assets						142,381,857		48,451,688

Total Investments - 152.1% of Net Assets					$	606,775,454	$	479,025,476

Cash and Cash Equivalents - 7.4% of Net Assets							$	23,332,831

Total Cash and Investments - 159.5% of Net Assets							$	502,358,307

Notes to Consolidated Schedules of Investments:

(A)	Represents amortized cost for fixed income securities and cost for preferred and common stock, limited partnership/limited liability company interests and equity warrants/options.

(B)	Fair value is determined by or under the direction of the Company’s Board of Directors. See Note 2 for further details.

(C)	Non-income producing equity securities at December 31, 2020.

(D)	Interest may be paid in cash or payment-in-kind (“PIK”), or a combination thereof which is generally at the option of the borrower. PIK earned is included in the cost basis of the security. In accordance with the Company’s policy, PIK may be recorded on an effective yield basis.

(E)

Approximately 95.3% of the fair value of total senior secured loans in the Company’s portfolio bear interest at a floating rate that may be determined by reference to the London Interbank Offered Rate (LIBOR), “L”, or other base rate (commonly the Federal Funds Rate or the Prime Rate), “P”, at the borrower’s option. In addition, 80.7% of the fair value of such senior secured loans have floors of 0.75% to 2.75%. The borrower under a senior secured loan generally has the option to select from interest reset periods of one, two, three or six months and may alter that selection at the end of any reset period. The stated interest rate represents the weighted average interest rate at December 31, 2020 of all contracts within the specified loan facility.

The accompanying notes are an integral part of these consolidated financial statements.

(F)

(G)	Transaction and other information for “controlled” investments under the Investment Company Act of 1940, whereby the Company owns more than 25% of the portfolio company’s outstanding voting securities, is presented in a separate table in Consolidated Schedules of Investments.

(H)	Non-U.S company or principal place of business outside the U.S.

(I)	Original purchase denominated in Canadian dollars.

(J)

Security is either exempt from registration under Rule 144A of the Securities Act of 1933, or sale of the security is subject to certain contractual restrictions. Securities exempt under 144A may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. In aggregate, these securities represent 13.8% of the Company’s net assets at December 31, 2020. The acquisition dates for restricted securities of unaffiliated issuers were as follows as of December 31, 2020.

Investment		Acquisition Date
Marsico Holdings, LLC, Limited Partnership/Limited Liability Company Interests		11/28/2007
SVP-Singer Holdings LP, Limited Partnership/Limited Liability Company Interests		3/16/2018
FinancialForce.com, Warrants to Purchase Series C Preferred Stock		1/30/2019
Pico Quantitative Trading, LLC, Warrants to Purchase Membership Units		2/7/2020

(K)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act may be subject to change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2020, approximately 17.9% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

(L)	The Company is the sole stockholder of BKC ASW Blocker, Inc., a consolidated subsidiary, which is the beneficiary of 5% or more (but not more than 25%) of the voting securities of Kemmerer Operations, LLC and thus non-controlled, affiliated investments.

(M)	The Company is the sole stockholder of BKC ASW Blocker, Inc., a consolidated subsidiary, which is the beneficiary of less than 5% of the voting securities of ETX Energy, LLC, and thus a non-controlled, non-affiliated investment.

(N)	The Company is the sole stockholder of BCIC-MBS, LLC, a consolidated subsidiary, which is the beneficiary of less than 5% of the voting securities of MBS Parent, LLC and thus a non-controlled, non-affiliated investment.

(O)	Negative balances represent unfunded commitments that were acquired and/or valued at a discount.

(P)	This investment is deemed significant under Regulation S-X Rule 4-08(g). BCIC Senior Loan Partners, LLC was formed on June 23, 2016. See Note 5 for summarized financial information of BCIC Senior Loan Partners, LLC.

(Q)	Unless otherwise indicated, all investments are considered Level 3 in accordance with ASC Topic 820 (see Note 2).

(R)	Investments are considered other than Level 3 in accordance with ASC Topic 820 (see Note 2).

(S)	As of December 31, 2020, the Company generally uses Global Industry Classification Standard (“GICS”) codes to identify the industry groupings. This information is unaudited.

(T)	The investment is on non-accrual status as of December 31, 2020 and therefore non-income producing. At December 31, 2020, the aggregate fair value and amortized cost of the Company’s debt and preferred stock investments on non-accrual status represents 6.53% and 17.77%, respectively.

(U)	Position or portion thereof has an unfunded commitment as of December 31, 2020 (see Note 9). Note that there may be additional unfunded positions which do not have a funded component at period end, and therefore are not displayed herein.

(V)	This investment will have a first lien security interest after the senior tranches are repaid.

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

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2020

Non-Controlled Affiliate Security⁽¹⁾	Dividends or interest⁽²⁾		Fair Value at December 31, 2019		Net realized gain (loss)			Net increase or decrease in unrealized appreciation or depreciation			Acquisitions⁽³⁾		Dispositions⁽⁴⁾			Fair Value at December 31, 2020
Advanced Lighting Technologies, LLC.:
Senior Secured Note, Second Lien	$	—	$	—	$	—		$	—		$	—	$	—		$	—
Senior Secured Loan, First Lien		473,544		4,885,476		—			(1,628,467	)		18,717		(52,062	)		3,223,664
Limited Liability Co. Interest		—		—		—			—			—		—			—
Warrants		—		—		—			—			—		—			—
Advantage Insurance Inc.:
Preferred Stock		—		5,752,610		(77,952	)		195,352			—		(150,000	)		5,720,010
AGY Equity, LLC:
Class A Preferred Stock		—		—		—			417,602			1,139,598		—			1,557,200
Class B Preferred Stock		—		—		—			—			—		—			—
Class C Common Stock		—		—		—			—			—		—			—
Kemmerer Operations, LLC (WMLP):
Delayed Draw Term Loan, First Lien		89,317		576,294		—			(214,865	)		92,405		(169,491	)		284,343
Senior Secured Loan, First Lien		370,313		2,292,783		—			(348,845	)		370,158		—			2,314,096
Limited Liability Co. Interest		—		508,730		—			(508,730	)		—		—			—
U.S. Well Services, Inc.:
Common Stock, Class A		—		8,457,631		(43,774,013	)		37,611,309			—		(2,294,927	)		—	†
Totals	$	933,174	$	22,473,524	$	(43,851,965	)	$	35,523,356		$	1,620,878	$	(2,666,480	)	$	13,099,313

⁽¹⁾	The issuers of the securities listed on this schedule are considered non-controlled, affiliated investments 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⁾

⁽⁴⁾

†	Investment no longer held as of December 31, 2020.

The aggregate fair value of non-controlled, affiliated investments at December 31, 2020 represents 4.2% of the Company’s net assets.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2020

Controlled Affiliate Security⁽¹⁾	Dividends or interest⁽²⁾		Fair Value at December 31, 2019		Net realized gain (loss)			Net increase or decrease in unrealized appreciation or depreciation⁽⁵⁾			Acquisitions⁽³⁾		Dispositions⁽⁴⁾			Fair Value at December 31, 2020
AGY Holding Corp.:
Senior Secured Note, Second Lien	$	—	$	9,186,817	$	(24,503,088	)	$	15,316,271		$	—	$	—		$	—	†
Senior Secured Loan, First Lien		765,271		25,509,040		(24,116,266	)		—			773,773		(2,166,547	)		—	†
Senior Secured Loan, First Lien		106,269		—		288,157			—			2,639,252		(2,927,409	)		—	†
Delayed Draw Term Loan, First Lien		192,019		—		189,577			—			4,792,093		(4,981,670	)		—	†
KAGY Holding Company, Inc. (AGY Holding Corp.):
Preferred Stock		—		—		(11,053,124	)		11,053,124			—		—			—	†
Common Stock		—		—		—			—			—		—			—	†
BCIC Senior Loan Partners, LLC:
Limited Liability Co. Interest		5,850,565		88,272,340		—			(17,697,061	)		143,053		(34,568,073	)		36,150,259
First Boston Construction Holdings, LLC:
Subordinated Debt		4,297,856		40,237,500		—			—			—		(7,612,500	)		32,625,000
Limited Liability Co. Interest		—		5,999,814		—			460,346			—		(1,903,125	)		4,557,035
Gordon Brothers Finance Company:
Unsecured Debt		13,104,111		118,168,342		—			(20,438,785	)		31,925,097		(106,804,654	)		22,850,000
Subordinated Debt		111,639		—		—			—			5,000,000		(5,000,000	)		—	††
Preferred Stock		2,339,934		34,284,760		—			(36,624,694	)		2,339,934		—			—
Common Stock		—		10,611,550		—			(10,611,550	)		—		—			—
Red Apple Stores Inc.:
Senior Secured Loan, Second Lien		2,341,681		17,979,000		—			3,054,736			—		(6,247,803	)		14,785,933
Preferred Stock		—		—		—			—			—		—			—
Common Stock		—		—		—			—			—		—			—
Totals	$	29,109,345	$	350,249,163	$	(59,194,744	)	$	(55,487,613	)	$	47,613,202	$	(172,211,781	)	$	110,968,227

⁽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.

⁽³⁾

⁽⁴⁾

⁽⁵⁾

Net unrealized gain (loss) before taxes includes the net change in unrealized appreciation (depreciation) on controlled investments and net change in unrealized appreciation (depreciation) on foreign currency translation associated with the controlled investments. For the year ended December 31, 2020, the net change in unrealized appreciation (depreciation) and foreign currency translation associated with the Red Apple Stores Inc.’s common stock was $(135,427) and $135,427, respectively.

†	Investment no longer held as of December 31, 2020.

††	Investment moved from the controlled category into the non-controlled, non-affiliated category.

The aggregate fair value of controlled investments at December 31, 2020 represents 35.2% of the Company’s net assets.

The accompanying notes are an integral part of these consolidated financial statements.

BlackRock Capital Investment Corporation

Notes to Consolidated Financial Statements

(Unaudited)

1. Organization

BlackRock Capital Investment Corporation (together with its subsidiaries, the “Company”) was organized as a Delaware corporation on April 13, 2005 and was initially funded on July 25, 2005. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). In addition, for tax purposes the Company has qualified and has elected to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986 (the “Code”).

The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in middle-market companies in the form of senior debt securities and loans, and our investment portfolio may include junior secured and unsecured debt securities and loans, each of which may include an equity component.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company is an investment company following the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services-Investment Company (“ASC 946”).

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, which were established to hold certain investments of the Company. The Company owns 100% of each subsidiary and, as such, the subsidiaries are consolidated into the Company’s consolidated financial statements. The subsidiaries hold investments which are treated as pass through entities for tax purposes. By investing through these 100% owned subsidiaries, the Company is able to benefit from corporate tax treatment for these entities and thereby create a tax structure that is more advantageous with respect to the RIC status of the Company. Intercompany balances and transactions are eliminated in consolidation.

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.

Expenses are recorded on an accrual basis.

Unaudited Interim Consolidated Financial Statements

Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission (“SEC”) on March 3, 2021.

The interim financial information at September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 is unaudited. However, in the opinion of management, the interim information includes all normal recurring adjustments necessary for the fair presentation of the Company’s results for the periods presented. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

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

Investments are recorded at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in policies adopted by the Company’s Board of Directors. Securities traded on a recognized securities exchange are valued using the close price on the exchange on valuation date. Investments for which market prices from an exchange are not readily available are valued using the last available bid price or quote provided by an independent pricing service or one or more broker-dealers or market makers, unless they are deemed not to represent fair value. Debt and equity securities for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued at fair value as determined in good faith by or under the direction of the Company’s Board of Directors.

Because the Company expects that there will not be a readily available market for all of the investments in its portfolio, the Company expects to value a significant portion of its portfolio investments at fair value as determined in good faith by or under the direction of the Board of Directors using a consistently applied valuation process in accordance with a documented valuation policy that has been reviewed and approved by the Board of Directors. 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 the Company’s 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 the Company may ultimately realize, 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 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.

In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of the Company’s investments than on the fair values of the Company’s investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where BlackRock Capital Investment Advisors, LLC (“BCIA” or the “Advisor”), believes that facts and circumstances applicable to an issuer, a seller, a 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.

With respect to the Company’s investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value, the Board of Directors has approved a multi-step valuation process applied each quarter, as described below:

(i)

The quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of the Advisor responsible for the portfolio investment;

(ii)

The investment professionals provide recent portfolio company financial statements and other reporting materials to independent valuation firms engaged by the Board of Directors (with the exception of statements and materials related to investments priced directly by the Advisor as described in (iv) below), such firms conduct independent appraisals each quarter and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor;

(iii)

The Audit Committee of the Board of Directors reviews the preliminary valuations prepared by the independent valuation firm and the Advisor, as applicable;

(iv)

The fair value of certain investments, comprising in the aggregate, less than 5% of the Company’s net asset value and no more than 15% of total positions held, respectively, may be determined by the Advisor in good faith without the engagement of an independent valuation firm in accordance with the Company’s valuation policy; provided that if only the threshold with respect to the number of all positions valued at zero or immaterial amounts is exceeded, the Advisor may request Board approval to not request a fair valuation from an independent valuation firm for all such positions; and

(v)

The Board of Directors discuss valuations and determines the fair value of each investment in the portfolio in good faith based on the input of the Advisor, the respective independent valuation firms (to the extent applicable) and the Audit Committee.

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 a market approach, an income approach, or both approaches, 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 the Company may take into account in determining the fair value of its 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, (e.g. non-performance risk), 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, M&A comparables, the Company’s principal market (as the reporting entity), any bid for a Company asset (irrespective of the perceived validity of such bid), and enterprise values. For positions acquired during the current quarter, the Advisor generally believes that cost will approximate fair value. As such, an independent valuation, in certain cases, will not be obtained until the quarter-end after the quarter the investment is acquired in.

ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), issued by the FASB, defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. ASC 820-10 defines fair value as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. ASC 820-10 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, 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 the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 – Valuations based on unadjusted quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The inputs into the determination of fair value may require significant management judgment or estimation.

Transfers between levels, if any, represent the value as of the beginning of the period of any investment where a change in the pricing level occurred from the beginning to the end of the period.

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

Level	Basis for Determining Fair Value	Bank Debt⁽¹⁾		Other Corporate Debt⁽²⁾		Equity Securities		Total
1	Quoted prices in active markets for identical assets	$	—	$	—	$	—	$	—
2	Other direct and indirect observable market inputs⁽³⁾		6,006,907		—		—		6,006,907
3	Valuation sources that employ significant unobservable inputs		482,534,277		28,011,966		9,527,055		520,073,298
		$	488,541,184	$	28,011,966	$	9,527,055	$	526,080,205
NA	Investment measured at net asset value⁽⁴⁾		—		—		32,029,393		32,029,393
Total		$	488,541,184	$	28,011,966	$	41,556,448	$	558,109,598

⁽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.

⁽⁴⁾

In accordance with ASC 820-10, BCIC Senior Loan Partners, LLC is measured at fair value using the net asset value practical expedient and has not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. See Note 5 for further details on BCIC Senior Loan Partners, LLC.

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	Weighted Average Range⁽¹⁾ (Concluded Value)⁽²⁾
Bank Debt	$	424,562,985	Income approach	Discount rate	8.7% - 9.4% (9.1%)
		52,667,158	Market quotations	Indicative quotes	1 (1)
		3,182,375	Market comparable companies	EBITDA multiples	1.1x - 1.7x (1.4x)
		2,121,759	Option Pricing Model	Revenue multiple	4.0x - 4.5x (4.3x)
				Implied volatility	55.0% - 65.0% (60.0%)
				Term	3.0 years - 4.0 years (3.5 years)
Other Corporate Debt		27,349,000	Income approach	Discount rate	11.2% - 12.8% (12.0%)
		662,966	Market comparable companies	Revenue multiples	0.2x - 0.2x (0.2x)
Equity		1,787,532	Option Pricing Model	EBITDA/Revenue multiples	4.4x - 4.9x (4.7x)
				Implied volatility	54.5% - 64.1% (59.3%)
				Term	2.7 years - 3.7 years (3.2 years)
		5,910,000	Transaction approach⁽³⁾	N/A	N/A
		1,382,987	Market comparable companies	EBITDA multiples	3.5x - 4.0x (3.8x)
		446,536	Market comparable companies	Revenue multiples	0.6x - 0.8x (0.7x)
	$	520,073,298

⁽¹⁾

Representing the weighted average of each significant unobservable input range at the investment level by fair value.

⁽²⁾

Representing the weighted average of each significant unobservable input for concluded value at the investment level by fair value.

⁽³⁾

Transaction price consists of the Company’s investment in Stitch Holdings, L.P. acquired during the quarter. There was no change to the valuation based on the underlying assumptions used at the closing of such transaction.

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 Input Increases	Impact to Value if 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:

	Bank Debt			Other Corporate Debt		Equity Securities			Total
Beginning balance	$	444,966,060		$	27,875,754	$	28,229,276		$	501,071,090
Net realized and unrealized gains (losses)		3,837,109			134,791		944,230			4,916,130
Acquisitions⁽¹⁾		63,678,286			1,421		5,909,910			69,589,617
Dispositions		(41,380,811	)		—		(25,556,361	)		(66,937,172	)
Transfers into Level 3⁽²⁾		14,662,500			—		—			14,662,500
Transfers out of Level 3⁽³⁾		(3,228,867	)		—		—			(3,228,867	)
Ending balance	$	482,534,277		$	28,011,966	$	9,527,055		$	520,073,298

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	4,527,544		$	134,791	$	1,305,774		$	5,968,109

⁽¹⁾

Includes payments received in kind and accretion of original issue and market discounts, and cost basis impact of non-cash restructures.

⁽²⁾

Comprised of one investment that was transferred from Level 2 to Level 3 due to decreased observable market activity.

⁽³⁾

Comprised of two investments that were transferred from Level 3 to Level 2 due to increased observable market activity.

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

	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	353,651,555		$	61,573,500		$	12,301,429		$	427,526,484
Net realized and unrealized gains (losses)		11,771,293			(267,539	)		29,974,639			41,478,393
Acquisitions⁽¹⁾		205,237,033			939,885			9,484,910			215,661,828
Dispositions⁽¹⁾		(87,902,686	)		(34,233,880	)		(42,233,923	)		(164,370,489	)
Transfers into Level 3		—			—			—			—
Transfers out of Level 3⁽²⁾		(222,918	)		—			—			(222,918	)
Ending balance	$	482,534,277		$	28,011,966		$	9,527,055		$	520,073,298

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	10,804,733		$	(449,167	)	$	1,592,761		$	11,948,327

⁽¹⁾

Includes payments received in kind, accretion of original issue and market discounts, and cost basis impact of non-cash restructures.

⁽²⁾

Comprised of one investment that was transferred from Level 3 to Level 2 due to increased observable market activity.

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

Level	Basis for Determining Fair Value	Bank Debt⁽¹⁾		Other Corporate Debt⁽²⁾		Equity Securities		Total
1	Quoted prices in active markets for identical assets	$	—	$	—	$	—	$	—
2	Other direct and indirect observable market inputs⁽³⁾		15,348,733		—		—		15,348,733
3	Valuation sources that employ significant unobservable inputs		353,651,555		61,573,500		12,301,429		427,526,484
		$	369,000,288	$	61,573,500	$	12,301,429	$	442,875,217
NA	Investment measured at net asset value⁽⁴⁾		—		—		36,150,259		36,150,259
Total		$	369,000,288	$	61,573,500	$	48,451,688	$	479,025,476

⁽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.

⁽⁴⁾

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	Weighted Average Range⁽¹⁾ (Concluded Value)⁽²⁾
Bank Debt	$	299,811,858	Income approach	Discount rate	9.9% - 10.8% (10.4%)
		33,231,661	Market quotations	Indicative quotes	1 (1)
		3,223,664	Market comparable companies	Revenue multiples	0.3x - 0.3x (0.3x)
		2,598,439	Market comparable companies	EBITDA multiples	1.8x - 2.8x (2.3x)
		14,785,933	Market comparable companies	Expected transaction proceeds	1.0x (1.0x)
Other Corporate Debt		28,948,500	Income approach	Discount rate	11.3% - 12.9% (12.1%)
		32,625,000	Market comparable companies	Book value multiples	0.9x - 1.0x (1.0x)
Equity		153,760	Option Pricing Model	EBITDA/Revenue multiples	3.9x - 4.4x (4.2x)
				Implied volatility	51.0% - 60.0% (55.5%)
				Term	1.6 years - 2.5 years (2.1 years)
		1,557,200	Market comparable companies	Revenue multiples	0.6x - 0.8x (0.7x)
		313,424	Market comparable companies	EBITDA multiples	5.8x - 6.3x (6.0x)
		10,277,045	Market comparable companies	Book value multiples	0.8x - 1.0x (1.0x)
	$	427,526,484

⁽¹⁾

Representing the weighted average of each significant unobservable input range at the investment level by fair value; reclassified to conform to the current period presentation.

⁽²⁾

Representing the weighted average of each significant unobservable input for concluded value at the investment level by fair value.

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

	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	363,778,468		$	173,583,795		$	26,341,174		$	563,703,437
Net realized and unrealized gains (losses)		(5,523,115	)		(13,308,129	)		(22,387,890	)		(41,219,134	)
Acquisitions⁽¹⁾		17,506,040			5,001,280			3,479,531			25,986,851
Dispositions		(22,977,907	)		(2,174,664	)		(543,750	)		(25,696,321	)
Transfers into Level 3		—			—			—			—
Transfers out of Level 3⁽²⁾		(8,417,334	)		—			—			(8,417,334	)
Ending balance	$	344,366,152		$	163,102,282		$	6,889,065		$	514,357,499

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	3,735,988		$	(13,308,129	)	$	(22,387,891	)	$	(31,960,032	)

⁽¹⁾

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

⁽²⁾

Comprised of one investment that was transferred out of Level 3 into Level 2 due to increased observable market activity.

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

	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	390,746,388		$	176,713,298		$	57,825,747		$	625,285,433
Net realized and unrealized gains (losses)		(44,555,946	)		(24,296,186	)		(52,527,892	)		(121,380,024	)
Acquisitions⁽¹⁾		43,257,337			38,433,299			3,494,335			85,184,971
Dispositions		(41,665,759	)		(27,748,129	)		(1,903,125	)		(71,317,013	)
Transfers into Level 3⁽²⁾		5,043,871			—			—			5,043,871
Transfers out of Level 3⁽³⁾		(8,459,739	)		—			—			(8,459,739	)
Ending balance	$	344,366,152		$	163,102,282		$	6,889,065		$	514,357,499

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(9,355,197	)	$	(15,109,369	)	$	(52,527,999	)	$	(76,992,565	)

⁽¹⁾

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

⁽²⁾

Comprised of one investment that was transferred into Level 3 from Level 2 due to decreased observable market activity.

⁽³⁾

Comprised of one investment that was transferred out of Level 3 into Level 2 due to increased observable market activity.

Investment Transactions

Security transactions are accounted for on the trade date unless there are substantial conditions to the transaction. Realized gains or losses are measured by the difference between the net proceeds from the disposition and the amortized cost of the investment. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized. Realized gains or losses on the disposition of investments are calculated using the specific identification method.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with the custodian bank. Cash equivalents include short-term liquid overnight investments with original maturities of 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.

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. See footnotes to 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 amounts are translated into United States dollars on the following basis:

(i)

market value of investment securities, other assets and liabilities—at the spot exchange rate on the last business day of the period; and

(ii)

purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such transactions, income or expenses.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company may not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Derivatives

The Company may enter into forward foreign currency contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies or to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date (usually the security transaction settlement date) at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when contracts are settled. The Company’s forward foreign currency contracts generally have terms of approximately three months. The volume of open contracts at the end of each reporting period is reflective of the typical volume of transactions during each calendar quarter. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit this risk by dealing with only creditworthy counterparties. There were no open forward foreign currency contracts at September 30, 2021 and December 31, 2020.

The Company holds warrants and options in certain portfolio companies in an effort to achieve additional investment return. In purchasing warrants and options, the Company bears the risk of an unfavorable change in the value of the underlying equity interest. The aggregate fair value of warrants and options as of September 30, 2021 and December 31, 2020 represents 0.51% and 0.05% of the Company’s net assets, respectively.

The Company may enter into other derivative instruments and incur other exposures with other counterparties in the future. The derivative instruments held as of September 30, 2021 and December 31, 2020 reflect the volume of derivative activity throughout the periods presented.

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.

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.

For loans and securities with payment-in-kind (“PIK”) income, which represents contractual interest or dividends accrued and added to the principal balance and generally due at maturity, such income is accrued only to the extent that the Advisor believes that the PIK income is likely to be collected. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of distributions, even though the Company has not yet collected the cash.

Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to continue to qualify for the tax treatment applicable to RICs.

In order to qualify for favorable tax treatment as a RIC, the Company is required to distribute annually to its stockholders at least 90% of its investment company taxable income, as defined by the Code. To avoid federal excise taxes, the Company must distribute annually at least 98% of our ordinary income and 98.2% of net capital gains from the current year and any undistributed ordinary income and net capital gains from the preceding years. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay regular federal income taxes or a 4% excise tax on this income. If the Company chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required.

Distributions from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return.

Book and tax basis differences relating to stockholder distributions and other permanent book and tax differences are reclassified among the Company’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP.

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. To the extent that distributions exceed the Company’s current and accumulated earnings and profits, the excess may be treated as a non-taxable return of capital.

ASC 740-10, Income Taxes (“ASC 740-10”) clarifies the accounting for income taxes by prescribing the minimum recognition threshold an uncertain tax position is required to meet before tax benefits associated with such uncertain tax position are recognized in the consolidated financial statements. Based on its analysis of its tax position, the Company has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10.

The Company files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Company’s U.S. federal income tax returns remains open for each of the three years ended December 31, 2020. The statute of limitations on the Company’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

As of December 31, 2020, the Company had a net capital loss carryforward of $372,373,557, which can be used to offset future capital gains and is not subject to expiration.

The Company holds certain portfolio investments through taxable subsidiaries. Income earned and gains realized on the investment held by the taxable subsidiary are taxable to such subsidiary. A tax provision for income, if any, is shown as income tax in the Consolidated Statements of Operations for the Company. A tax provision for realized and unrealized gains is included as a reduction of realized and/or unrealized gain (loss) in the Consolidated Statements of Operations for the Company.

Non-Accrual Loans

Loans or debt securities are placed on non-accrual status, as a general matter, when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

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 Final Rules became effective on January 1, 2021, but voluntary compliance was permitted in advance of the effective date. The Company has early adopted the amendments as of December 31, 2020. The adoption resulted in fewer portfolio companies meeting the significant subsidiary definition under the Final Rules, thus resulting in reduced disclosures.

In March 2020 and January 2021, 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.

3. Management Fees, Incentive Fees and Other Expenses

Investment Management Agreement

At the annual meeting of the Company’s stockholders, held on May 1, 2020, the Company’s stockholders approved, among other matters, a proposal to allow the Company to increase leverage by approving the application to the Company of a minimum asset coverage ratio of 150%, pursuant to Section 61(a)(2) of the Investment Company Act of 1940, to become effective on May 2, 2020. Effective at the same time, the Company and BCIA, the Advisor, amended and restated its previous investment management agreement to reduce the base management fee (“Management Fee”) and incentive management fees (“Incentive Fees”) as follows: (i) the Management Fee was reduced from 1.75% of total assets to 1.50% on total assets up to 200% of net asset value and 1.0% on total assets that exceed 200% of net asset value; (ii) the Incentive Fee based on net investment income was reduced from 20% over a 7% hurdle to 17.5% over a 7% hurdle; and (iii) the Incentive Fee based on net capital gains was reduced from 20% to 17.5% (the “Current Management Agreement”).

The investment management agreement will be in effect from year-to-year if approved annually by the Board of Directors or by the affirmative vote of the holders of a majority of outstanding voting securities, including, in either case, approval by a majority of the directors who are not interested persons. The Company’s Board of Directors approved the continuation of the Current Management Agreement on November 2, 2021.

Management Fee

Under the Current Management Agreement, the Advisor, subject to the overall supervision of the Board, manages the day-to-day operations and provides the Company with investment advisory services. For providing these services, effective May 2, 2020, the Advisor receives a Management Fee at an annual rate of 1.50% of total assets (excluding cash and cash equivalents), including any assets acquired with the proceeds of leverage, payable quarterly in arrears based on the asset valuation as of the end of the prior quarter. Additionally, the Management Fee is calculated at 1.00% on assets that exceed 200% of net asset value of the Company. Prior to May 2, 2020, the Management

Fee was calculated at an annual rate of 1.75% of total assets (excluding cash and cash equivalents). The Management Fee for any partial quarter is prorated.

For the three and nine months ended September 30, 2021, the Company incurred $2,086,219 and $5,661,669 respectively, in management fees under the Current Management Agreement. For the three and nine months ended September 30, 2020, the Company incurred $2,481,836 and $8,486,385, respectively, in management fees under the Current Management Agreement.

Incentive Fees

(i)

Quarterly Incentive Fee Based on Income

The current investment management agreement provides that the Advisor or its affiliates may be entitled to an Incentive Fee under certain circumstances. The Incentive Fee has two parts. The first portion is based on income other than capital gains and is calculated separately for each calendar quarter and will be paid on a quarterly basis. Effective May 2, 2020, the Incentive Fee based on income is calculated as follows:

•

No Incentive Fee based on income other than capital gains for any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed 1.75% (7.00% annualized) of net assets attributable to common stock at the beginning of such quarter.

•

100% of the Pre-Incentive Fee Net Investment Income in any calendar quarter with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, for such calendar quarter, that exceeds 1.75% (7.00% annualized) of net assets attributable to common stock at the beginning of such quarter but is less than approximately 2.12% (8.48% annualized).

•

17.5% of the Pre-Incentive Fee Net Investment Income, if any, for any calendar quarter that exceeds approximately 2.12% (8.48% annualized) of net assets attributable to common stock at the beginning of such quarter.

Prior to May 2, 2020 (and since March 6, 2017), the Incentive Fee based on income was calculated as follows:

•

20% of the Pre-Incentive Fee Net Investment Income, if any, for any calendar quarter that exceeds approximately 2.19% (8.75% annualized) of net assets attributable to common stock at the beginning of such quarter.

The calculations described above will be appropriately prorated for any period of less than a quarter and adjusted for the net proceeds from any common stock issuances and the cost of any common stock repurchases during such quarter.

The payment of any such Incentive Fee based on income otherwise earned by our Advisor will be deferred if, for the most recent four full calendar quarter period ending on or prior to the date such payment is to be made, the Annualized Rate of Return is less than 7.0% of net assets attributable to common stock at the beginning of such four quarter period as adjusted for the net proceeds from any common stock issuances and the cost of any common stock repurchases during such four full calendar quarter period, with any deferred Incentive Fees to be carried over for payment in subsequent quarterly calculation periods to the extent such payment can then be made in accordance with the investment management agreement.

For purposes of calculating the Incentive Fee, (i) “Annualized Rate of Return” is computed by reference to the sum of (i) the aggregate distributions to common stockholders for the period in question and (ii) the change in net assets attributable to common stock (before taking into account any Incentive Fees otherwise payable during such period); (ii) “net assets attributable to common stock” means total assets less indebtedness and preferred stock; and (iii) “Pre-Incentive Fee Net Investment Income” means net investment income (as determined in accordance with United States generally accepted accounting principles) accrued by the Company during the calendar quarter excluding any accruals for or payments in respect of the Incentive Fee.

For the three and nine months ended September 30, 2021, the Company incurred $79,383 in Incentive Fees on income for both periods. For the three and nine months ended September 30, 2020, the Company incurred $1,492,248 and $5,025,386, respectively, in Incentive Fees on income. For the three and nine months ended September 30, 2021, the Advisor has voluntarily waived Incentive Fees on income of $79,383, resulting in no net Incentive Fees on income for both periods. For the three and nine months ended September 30, 2020, the Advisor has voluntarily waived Incentive Fees on income of $1,492,248 and $5,025,386, respectively, resulting in no net Incentive Fees on income for both periods.

As of September 30, 2021 and December 31, 2020, there was zero and $1,849,597 of Incentive Fees payable based on income, respectively. During the three months ended September 30, 2021, $1,849,597 of Incentive Fees on income were paid as a result of the payment

hurdle of the Annualized Rate of Return being met for the trailing four quarter period ended June 30, 2021. Such amount was earned and accrued for in 2019, for which the payment was deferred and carried over in accordance with the payment deferral clause described above.

(ii)

Annual Incentive Fee Based on Capital Gains

The second portion of the Incentive Fee is based on capital gains and is calculated separately for each Annual Period. Effective May 2, 2020, our Advisor is entitled to receive an Incentive Fee based on capital gains for each Annual Period in an amount equal to 17.5% of the amount by which (1) net realized capital gains during the period, if any, exceeds (2) gross unrealized capital depreciation, if any, during the period. In calculating the portion of the Incentive Fee based on capital gains payable for any period, investments are accounted for on a security-by-security basis. In addition, the portion of the Incentive Fee based on capital gains is determined using the “period-to-period” method pursuant to which the portion of the Incentive Fee based on capital gains for any period will be based on realized capital gains for the period reduced by realized capital losses for the period and unrealized capital depreciation for the period. Prior to May 2, 2020 (and since March 6, 2017), the Incentive Fee on capital gains was calculated at an annual rate of 20%.

The Company is required under GAAP to accrue an Incentive Fee on capital gains on a hypothetical liquidation basis, based upon net realized capital gains and unrealized capital appreciation and depreciation on investments held at the end of each period. The accrued Incentive Fee on capital gains assumes all unrealized capital appreciation and depreciation is realized in order to reflect an Incentive Fee on capital gains (if any) that would be payable at each measurement date, even though unrealized capital appreciation is not permitted to be considered in determining the Incentive Fee on capital gains actually payable on an annual basis under the Current Management Agreement. If such amount is positive at the end of the period, an Incentive Fee on capital gains is accrued equal to 17.5% of such amount, for periods ended after May 2, 2020 (or 20%, for periods ended prior to May 2, 2020), less the amount of any Incentive Fees on capital gains already accrued in prior periods. If the resulting calculation amount is negative, the accrual for GAAP in a given period may result in the reduction or reversal of Incentive Fee expense on capital gains accrued in a prior period.

Incentive Fees on capital gains accrued on a liquidation basis (but not payable) under GAAP for the three and nine months ended September 30, 2021 were $1,291,952. For the three and nine months ended September 30, 2020, no Incentive Fees on capital gains were accrued or payable. There can be no assurance that unrealized capital appreciation and depreciation will be realized in the future, or that any accrued capital gains Incentive Fee will become payable under the Current Management Agreement. Incentive Fee amounts on capital gains actually paid by the Company will specifically exclude consideration of unrealized capital appreciation, consistent with requirements under the Advisers Act and the Current Management Agreement.

For purposes of calculating the Incentive Fee based on capital gains, “Annual Period” means the period beginning on July 1 of each calendar year, including the calendar year prior to the year in which the investment management agreement became effective, and ending on June 30 of the next calendar year. Capital gains and losses are calculated using the proceeds received and either (i) fair market value at the beginning of the Annual Period or (ii) cost for investments acquired during the Annual Period. In calculating whether the portion of the Incentive Fee based on capital gains is payable with respect to any period, the Company accounts for assets on a security-by-security basis. In addition, the Company uses the “period-to-period” method pursuant to which the portion of the Incentive Fee based on capital gains for any period is based on realized capital gains for the period reduced by realized capital losses and gross unrealized capital depreciation for the period. Based on current interpretations of Section 205(b)(3) of the Investment Advisers Act of 1940 by the SEC and its staff, the calculation of unrealized depreciation for each portfolio security over a period is based on the fair value of the security at the end of the period compared to the fair value at the beginning of the period. Incentive Fees earned in any of the periods described above are not subject to modification or repayment based upon performance in a subsequent period.

Other Expenses

The Company bears all expenses incurred in connection with its business, including fees and expenses out 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.

4. Debt

Debt is comprised of a senior secured revolving credit facility dated as of February 19, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, including as amended and restated by the sixth amendment thereto, dated as of April 23, 2021, the “Credit Facility”) and unsecured convertible senior notes due June 2022 issued by the Company (the “2022 Convertible Notes”). Effective on May 2, 2020, after obtaining stockholder approval at the annual meeting of the Company’s stockholders held on May 1, 2020, the Company’s asset coverage requirement was reduced from 200% to 150%, as set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act (the “SBCAA”). As of September 30, 2021 and December 31, 2020, the Company’s asset coverage was 270% and 271%, respectively.

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

	Maturity	Rate		Carrying Value ⁽¹⁾		Available			Total Capacity
Credit Facility	2025	L+2.00%	⁽²⁾	$	59,000,000	$	206,000,000	⁽³⁾	$	265,000,000	⁽⁴⁾
2022 Convertible Notes ⁽¹⁾	2022	5.00%			142,400,204		—			142,400,204
Debt, net of unamortized issuance costs				$	201,400,204	$	206,000,000		$	407,400,204

⁽¹⁾

The carrying value of 2022 Convertible notes was comprised of the following:

		September 30, 2021
Principal amount of debt		$143,750,000
Original issue discount, net of accretion		(688,832)
Unamortized issuance costs		(660,964)
Carrying value		$142,400,204

⁽²⁾

The applicable margin for LIBOR-based borrowings could be either 2.00% or 2.25% depending on a ratio of the borrowing base to certain indebtedness. If the Company elects to borrow based on the alternate base rate, the applicable margin could be either 1.00% or 1.25% depending on a ratio of the borrowing base to certain indebtedness.

⁽³⁾

Subject to borrowing base and leverage restrictions.

⁽⁴⁾

Provides for a feature that allows the Company, under certain circumstances, to increase the size of the Credit Facility up to $325 million effective April 23, 2021.

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

	Maturity	Rate		Carrying Value ⁽¹⁾		Available			Total Capacity
Credit Facility	2023	L+2.00%	⁽²⁾	$	38,800,000	$	261,200,000	⁽³⁾	$	300,000,000	⁽⁴⁾
2022 Convertible Notes ⁽¹⁾	2022	5.00%			140,998,037		—			140,998,037
Debt, net of unamortized issuance costs				$	179,798,037	$	261,200,000		$	440,998,037

⁽¹⁾

The carrying value of 2022 Convertible notes was comprised of the following:

		December 31, 2020
Principal amount of debt		$143,750,000
Original issue discount, net of accretion		(1,391,607)
Unamortized issuance costs		(1,360,356)
Carrying value		$140,998,037

⁽²⁾

As of December 31, 2020, the applicable margin for LIBOR-based borrowings was either 2.00% or 2.25% depending on a ratio of the borrowing base to certain indebtedness. If the Company elects to borrow based on the alternate base rate, the applicable margin could be either 1.00% or 1.25% depending on a ratio of the borrowing base to certain indebtedness.

⁽³⁾

Subject to borrowing base and leverage restrictions.

⁽⁴⁾

As of December 31, 2020, provided for a feature that allowed the Company, under certain circumstances, to increase the size of the Credit Facility up to $375 million.

The Company’s weighted average outstanding debt balance during the three months ended September 30, 2021 and 2020 was $207,709,265 and $319,290,639, respectively. The maximum amounts borrowed during the three months ended September 30, 2021 and 2020 were $219,075,626 and $323,585,692, respectively. The Company’s weighted average outstanding debt balance during the nine months ended September 30, 2021 and 2020 was $176,776,414 and $328,129,066, respectively. The maximum amounts borrowed during the nine months ended September 30, 2021 and 2020 were $219,076,627 and $356,302,715, respectively.

The weighted average annual interest cost, including the amortization of debt issuance cost, for the three and nine months ended September 30, 2021 was 5.25% and 5.97% respectively, exclusive of commitment fees. The weighted average annual interest cost, including the amortization of debt issuance cost, for the three and nine months ended September 30, 2020 was 4.39% and 4.80%, respectively, exclusive of commitment fees. With respect to any unused portion of the commitments under the Credit Facility, the Company incurs an annual commitment fee of 0.40% (0.375% prior to May 22, 2020).

Total expenses related to debt for the three and nine months ended September 30, 2021 and 2020 included the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Stated interest expense	$	2,161,768	$	2,922,140	$	5,981,202	$	9,531,346
Amortization of original issue discount		238,295		225,269		702,775		664,358
Amortization of deferred debt issuance costs		350,706		378,377		1,214,536		1,599,298
Total interest expense		2,750,769		3,525,786		7,898,513		11,795,002
Commitment and credit facility fees		222,639		142,456		797,168		444,955
Total	$	2,973,408	$	3,668,242	$	8,695,681	$	12,239,957

Outstanding debt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s Credit Facility and 2022 Convertible Notes is derived by taking the average of the high and low quotes as obtained from a broker. The fair value of the Credit Facility and 2022 Convertible Notes would be classified as Level 2 with respect to the fair value hierarchy.

The carrying and fair values of the Company’s outstanding debt as of September 30, 2021 and December 31, 2020 were as follows:

	September 30, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Facility	$	59,000,000	$	56,050,000	$	38,800,000	$	35,696,000
2022 Convertible Notes		142,400,204		145,546,875		140,998,037		143,210,938
Total	$	201,400,204	$	201,596,875	$	179,798,037	$	178,906,938

At September 30, 2021, the Company was in compliance with all covenants required under the Credit Facility and 2022 Convertible Notes.

Senior Secured Revolving Credit Facility

On February 19, 2016, the Company entered into the Credit Facility, which has an initial aggregate principal amount of up to $440,000,000, a stated commitment termination date of February 19, 2020, and a stated maturity date of February 19, 2021. The interest rate applicable to Eurocurrency borrowings thereunder is generally LIBOR plus an applicable margin of either 1.75% or 2.00% based on a pricing grid using the borrowing base as a multiple of the combined debt amount. The interest rate applicable to alternate base rate borrowings thereunder is generally the prime rate in effect plus an applicable margin of either 0.75% or 1.00% based on a pricing grid using the borrowing base as a multiple of the combined debt amount. The Credit Facility’s commitment may increase in size, under certain circumstances, up to a total of $750,000,000. From the commitment termination date to the stated maturity date, the Company is required to repay outstanding principal amounts under the Credit Facility on a monthly basis in an amount equal to 1/12th of the outstanding amount at the commitment termination date. On June 5, 2017, the Company entered into a Second Amendment to the Credit Facility which extended the commitment termination date on the Credit Facility to June 5, 2021 and the maturity date to June 5, 2022. On March 15, 2018, the Company entered into a Third Amendment to the Credit Facility which (i) permanently reduced the aggregate amount of multicurrency commitments under the Credit Facility from $440,000,000 to $400,000,000 and (ii) reduced the amount of shareholders’ equity required under the Credit Facility from $500,000,000 plus 25% of net proceeds from the sale of equity interests to $450,000,000 plus 25% of net proceeds from the sale of equity interests. On August 30, 2019, the Company entered into a Fourth Amendment to the Credit Facility which (i) permanently reduced the aggregate amount of multicurrency commitments under the Credit Facility from $400,000,000 to $340,000,000 and (ii) reduced the amount of shareholders’ equity required under the Credit Facility from $450,000,000 plus 25% of net proceeds from the sale of equity interests to $375,000,000 plus 25% of net proceeds from the sale of equity interests after August 30, 2019. On March 31, 2020, the Company had entered into a Waiver and Agreement to the Credit Facility to waive certain requirements under the Credit Facility from March 31, 2020 through May 10, 2020, which was extended to August 10, 2020 with a Second Waiver and Agreement that the Company entered into on May 1, 2020. As a result of the Fifth Amendment of the Credit Facility, the waivers are no longer required or applicable. On May 22, 2020, the Company entered into a Fifth Amendment to the Credit Facility which (i) extended the maturity date on loans made under the Credit Facility from June 5, 2022 to June 5, 2023, (ii) changed the interest rate applicable to borrowings to, at the Company’s option, either (x) LIBOR plus an applicable margin equal to either 2.00% or 2.25% or (y) an alternate base rate, plus an applicable margin equal to either 1.00% or 1.25%, in each case, depending on a ratio of the borrowing base to certain indebtedness, (iii) reduced the aggregate commitment under the Credit Facility from $340,000,000 to $300,000,000, (iv) made certain changes to the calculation of the borrowing base, and (v) reduced the amount that the Company’s commitment may increase in size, under certain circumstances, from $750,000,000 to $375,000,000. The Fifth Amendment also modified the financial covenants under the Credit Facility to (i) reduce the amount of shareholders’ equity required under the Credit Facility from $375,000,000 to $275,000,000 plus 25% of the net proceeds of the sale of Equity interests by the Company and its subsidiaries, (ii) reduce the minimum asset coverage ratio from 200% to 150% and (iii) incorporate a new senior coverage ratio to be maintained by the Company.

On April 23, 2021, the Company entered into a Sixth Amendment to the Credit Facility which, among other items, (i) extended the maturity date on loans made under the Credit Facility from June 5, 2023 to April 23, 2025, (ii) reduced the aggregate principal amount of the commitments under the Credit Facility from $300,000,000 to $265,000,000, (iii) reduced the amount by which the Company may seek an increase in the commitments under the Credit Facility (subject to satisfaction of certain conditions, including obtaining commitments) from $375,000,000 to $325,000,000, and (iv) revised to require a minimum shareholders’ equity under the Credit Facility to the greater of (i) 33% of the total assets of the Company and its subsidiaries and (ii) $240,000,000 plus 25% of net proceeds from the sale of equity interests by the Company its subsidiaries. Additionally, the Sixth Amendment (i) eliminated the springing maturity date that would have occurred if the 2022 Convertible Notes were not refinanced by March 16, 2022 and (ii) removed certain restrictions on repurchase or prepayment of the 2022 Convertible Notes.

Under the Credit Facility, the Company is required to comply with various customary affirmative and restrictive covenants, including reporting requirements and financial covenants, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments and fundamental changes, (c) limitations on distributions and certain other restricted payments, (d) certain restrictions on subsidiaries, (e) maintaining a certain minimum shareholders’ equity, (f) maintaining an asset coverage ratio of not less than 1.5:1.0, (g) maintaining a senior coverage ratio of not less than 2.0:1:0, (h) limitations on certain transactions with affiliates, (i) limitations on pledging certain unencumbered assets, and (j) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and certain of its subsidiaries. These covenants are subject to important limitations and exceptions that are described in the Credit Facility and other loan documents. Further, amounts available to borrow under the Credit Facility (and the incurrence of certain other permitted debt) are also subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio that are pledged as collateral. The Credit Facility is secured by a lien on substantially all of the assets of the Company and its wholly owned domestic subsidiaries, subject to certain customary exceptions.

Unsecured Convertible Senior Notes Due 2022

On June 13, 2017, the Company issued $143,750,000 in aggregate principal amount ($125,000,000 of the initial offering and $18,750,000 of the underwriters’ exercise of the overallotment option) of 5.00% Convertible Notes due 2022 under an indenture, dated as of June 13, 2017. Net proceeds to the Company from the offering, including the exercise of the overallotment option, were approximately $139,800,000. The 2022 Convertible Notes will mature on June 15, 2022, unless previously converted, repurchased or redeemed in accordance with their terms. The interest rate on the notes is 5.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2017. Holders may convert their notes at their option prior to the close of business on the business day immediately preceding December 15, 2021, in integral multiples of $1,000 principal amount, only under certain circumstances. Upon conversion of a note, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election at an initial conversion rate of 118.2173 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $8.46 per share of the Company’s common stock. On or after December 23, 2021, the Company may redeem the 2022 Convertible Notes for cash, in whole or from time to time in part, at its option in accordance with their terms.

The 2022 Convertible Notes are accounted for in accordance with ASC 470-20, Debt – Debt with Conversion and Other Options. The Company has determined that the embedded conversion options in the 2022 Convertible Notes are not required to be separately accounted for as a derivative under U.S. GAAP. In accounting for the 2022 Convertible Notes, at the time of issuance the Company estimated separate debt and equity components, and an original issue discount equal to the equity component was recorded in additional paid-in-capital in the accompanying Consolidated Statements of Assets and Liabilities.

The 2022 Convertible Notes contain certain covenants, including covenants requiring the Company to reserve shares of common stock for the purpose of satisfying all obligations to issue the underlying securities upon conversion of the securities and to furnish to holders of the securities upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

5. Investments

Purchases of investments, including PIK, for the three and nine months ended September 30, 2021 totaled $62,822,454 and $206,561,818, respectively. Purchases of investments, including PIK, for the three and nine months ended September 30, 2020 totaled $24,773,652 and $83,602,851, respectively. Proceeds from sales, repayments and other exits of investments for the three and nine months ended September 30, 2021 totaled $61,552,860 and $174,919,422, respectively. Proceeds from sales, repayments and other exits of investments for the three and nine months ended September 30, 2020 totaled $24,610,600 and $84,440,718, respectively.

At September 30, 2021, investments consisted of the following:

	Cost		Fair Value
Senior secured notes	$	1,912,680	$	1,648,966
Unsecured debt		41,861,533		21,363,000
Subordinated debt		5,000,000		5,000,000
Senior secured loans:
First lien		373,828,297		378,286,310
Second/other priority lien		108,740,889		110,254,874
Total senior secured loans		482,569,186		488,541,184
Preferred stock		37,764,281		446,536
Common stock		10,611,548		—
Limited partnership/limited liability company interests		63,042,428		39,322,380
Equity warrants/options		115,348		1,787,532
Total investments	$	642,877,004	$	558,109,598

At December 31, 2020, investments consisted of the following:

	Cost		Fair Value
Senior secured notes	$	3,154,101	$	1,098,500
Unsecured debt		43,288,785		22,850,000
Subordinated debt		37,625,000		37,625,000
Senior secured loans:
First lien		242,048,582		236,547,705
Second/other priority lien		138,277,129		132,452,583
Total senior secured loans		380,325,711		369,000,288
Preferred stock		46,456,865		7,277,210
Common stock		17,363,000		—
Limited partnership/limited liability company interests		78,196,644		41,020,718
Equity warrants/options		365,348		153,760
Total investments	$	606,775,454	$	479,025,476

Industry Composition

As of September 30, 2021, the Company generally uses Global Industry Classification Standard (“GICS”) to classify the industries of its portfolio companies. The following table shows the industry composition of the portfolio, at fair value, at September 30, 2021 and December 31, 2020 by GICS.

Industry	September 30, 2021			December 31, 2020
Diversified Financial Services		19.0	%		19.3	%
Road & Rail		10.3			10.0
Internet Software & Services		9.4			5.6
Software		6.1			4.3
Diversified Consumer Services		5.3			0.9
Professional Services		5.1			2.1
Textile, Apparel & Luxury Goods		4.1			3.4
Containers & Packaging		3.8			4.3
Health Care Technology		3.7			1.9
Health Care Providers & Services		3.4			5.6
Media		3.3			4.2
Internet & Catalog Retail		2.8			3.2
Health Care Equipment & Supplies		2.7			5.8
Insurance		2.6			3.5
Consumer Finance		2.4			1.7
Tobacco Related		2.3			2.8
Aerospace & Defense		1.6			1.9
IT Services		1.6			0.2
Specialty Retail		1.5			0.3
Airlines		1.1			1.5
Household Durables		1.1			—
Machinery		1.0			0.3
Wireless Telecommunication Services		0.9			—
Commercial Services & Supplies		0.9			0.3
Diversified Telecommunication Services		0.8			—
Metals & Mining		0.7			0.5
Construction & Engineering		0.6			—
Automobiles		0.5			—
Distributors		0.4			—
Building Products		0.4			—
Real Estate Management & Development		0.3			—
Electrical Equipment		0.1			0.7
Capital Markets		0.1			0.1
Chemicals		0.1			0.3
Thrifts & Mortgage Finance		—			7.8
Multiline Retail		—			3.1
Energy Equipment & Services		—			2.8
Personal Products		—			1.6
Oil, Gas & Consumable Fuels		—			—
Totals		100.0	%		100.0	%

The geographic composition of the portfolio at fair value at September 30, 2021 was United States 91.5%, United Kingdom 5.2%, Germany 2.1%, and Canada 1.2% and at December 31, 2020 was United States 96.2%, and Canada 3.8%. The geographic composition is determined by several factors including the location of the corporate headquarters of the portfolio company.

Market and Credit Risk

In the normal course of business, the Company invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all its obligations (issuer credit risk). The value of securities held by the Company may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Company; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. An outbreak of infectious respiratory illness caused by a novel coronavirus known as “COVID-19” has been detected globally. This coronavirus has resulted in authorities implementing numerous measures attempting to contain the spread and impact of COVID-19, such as travel bans and restrictions, quarantines, shelter in place orders, and limitations on business activity, including closures. The impact of epidemics and pandemics such as the coronavirus, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. Similar to issuer credit risk, the Company may be exposed to counterparty credit risk, or the risk that an entity with which the Company has unsettled or open transactions may fail to or be unable to perform on its commitments. The Company manages counterparty risk by entering into transactions only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Company to market, issuer and counterparty credit risks, consist principally of investments in portfolio companies. The extent of the Company’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their value recorded in the consolidated statements of assets and liabilities. The Company is also exposed to credit risk related to maintaining all of its cash at a major financial institution.

The Company has investments in lower rated and comparable quality unrated senior and junior secured, unsecured and subordinated debt securities and loans, which are subject to a greater degree of credit risk than more highly rated investments. The risk of loss due to default by the issuer is significantly greater for holders of such securities and loans, particularly in cases where the investment is unsecured or subordinated to other creditors of the issuer.

BCIC Senior Loan Partners, LLC

On June 23, 2016, the Company and Windward Investments LLC (“Windward”) entered into an agreement to create BCIC Senior Loan Partners, LLC (“Senior Loan Partners”), a joint venture. Senior Loan Partners is structured as an unconsolidated Delaware limited liability company, and makes loans to and other investments in portfolio companies. All portfolio and other material decisions regarding Senior Loan Partners must be submitted to its board of directors, which is comprised of four members, two of whom were selected by the Company and two of whom were selected by Windward, and must be approved by at least one member appointed by the Company and one appointed by Windward. In addition, certain matters may be approved by Senior Loan Partners’ investment committee, which is comprised of one member appointed by the Company and one member appointed by Windward.

The Company does not consolidate its non-controlling interests in Senior Loan Partners because the entity is not considered a substantially wholly owned investment company subsidiary, as provided under ASC 946. Senior Loan Partners is a joint venture for which shared power exists relating to the decisions that most significantly impact the economic performance of the entity.

As of September 30, 2021, the Company and Windward are committed to provide an aggregate of approximately $68.6 million of equity to Senior Loan Partners, with the Company committing to provide $58.3 million and Windward committing to provide $10.3 million (of which the Company and Windward had funded $54.0 million and $9.5 million, respectively, and remaining commitments from the Company and Windward as of September 30, 2021 were $4.2 million and $0.8 million, respectively). Capital redemptions generally are received associated with the sales or dispositions of the underlying investments in portfolio companies of Senior Loan Partners. During the three and nine months ended September 30, 2021, Senior Loan Partners returned zero and $9.3 million, respectively, of capital pro-rata to its members, which is not recallable. Capital contributions have primarily been used to make investments and fund ongoing administrative expenses of Senior Loan Partners. During October 2021, Senior Loan Partners returned $21.5 million of capital pro-rata to its members, which is not recallable.

As previously disclosed, in December 2020, Senior Loan Partners sold a majority of its loan portfolio and part of the proceeds were used to fully prepay and terminate its credit facility. Therefore, there was no debt balance outstanding as of September 30, 2021.

As of September 30, 2021, Senior Loan Partners had total investments at fair value of $13.3 million after selling its investments in Crown Paper Group, Inc., for total proceeds of $17.8 million during the quarter, which is included in Receivable for investments sold on Senior Loan Partners’ Balance Sheet as of September 30, 2021. Below is a summary of Senior Loan Partners’ portfolio as of September 30, 2021:

Portfolio Company	Industry⁽¹⁾	Interest Rate⁽²⁾	Maturity	Principal Amount		Cost		Fair Value⁽³⁾
Senior Secured Loans
PVHC Holding Corp., First Lien Term Loan	Containers & Packaging	5.75% (L + 475,1.00% Floor)	8/2/24	$	10,311,100	$	10,282,952	$	8,919,101
TLE Holdings, LLC, First Lien Term Loan	Professional Services	6.50% (L + 550,1.00% Floor)	6/28/24		3,880,374		3,859,886		3,492,337
TLE Holdings, LLC, Delayed Draw Term Loan	Professional Services	6.50% (L + 550,1.00% Floor)	6/28/24		993,075		977,892		893,767
Total						$	15,120,730	$	13,305,205

⁽¹⁾

Unaudited. As of September 30, 2021, Senior Loan Partners uses Global Industry Classification Standard (“GICS”) codes to identify the industry groupings.

⁽²⁾

100% of the senior secured loans in BCIC Senior Loan Partners’ portfolio bear interest at a floating rate that may be determined by reference to the London Interbank Offered Rate (LIBOR), “L”, or other base rate (commonly the Federal Funds Rate or the Prime Rate), “P”, at the borrower’s option. In addition, each of such senior secured loans has a floor of 1.00%. The borrower under a senior secured loan generally has the option to select from interest reset periods of one, two, three or six months and may alter that selection at the end of any reset period. The stated interest rate represents the weighted average interest rate at September 30, 2021 of all contracts within the specified loan facility.

⁽³⁾

Represents fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Company’s Board of Directors’ valuation process described elsewhere herein.

Below is certain summarized financial information for Senior Loan Partners as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020:

Selected Balance Sheet Information

	September 30, 2021		December 31, 2020
Investments, at fair value (cost $15,120,730 and $43,959,430)	$	13,305,205	$	35,521,942
Cash and cash equivalents		6,495,919		7,862,709
Receivable for investments sold		17,824,235		—
Other assets		185,764		233,626
Total assets	$	37,811,123	$	43,618,277

Total liabilities	$	129,485	$	1,088,561
Members’ equity		37,681,638		42,529,716
Total liabilities and members’ equity	$	37,811,123	$	43,618,277

Selected Statement of Operations Information

	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Total investment income	$	599,478	$	3,142,758	$	1,975,725	$	10,911,863
Interest and credit facility fees		—		1,200,984		—		4,880,329
Other fees and expenses		31,196		180,812		174,523		583,846
Total expenses	$	31,196	$	1,381,796	$	174,523	$	5,464,175
Net realized and unrealized appreciation (depreciation)		1,563,004		4,939,320		4,419,819		(13,019,056	)
Net increase (decrease) in members' capital	$	2,131,286	$	6,700,282	$	6,221,021	$	(7,571,368	)

For the three and nine months ended September 30, 2021, the Company’s share of net investment income from Senior Loan Partners was $0.5 million and $1.5 million, respectively, which are included in dividend income from controlled investments on the Company’s

Consolidated Statements of Operations. For the three and nine months ended September 30, 2020, the Company’s share of net investment income from Senior Loan Partners was $1.5 million and $4.6 million, respectively.

6. Other Related Party Transactions

Advisor Reimbursements

The investment management agreement provides that the Company will reimburse the Advisor for costs and expenses incurred by the Advisor for administrative or operating services, office space rental, office equipment and utilities allocable to the Advisor under the investment management agreement, as well as any costs and expenses incurred by the Advisor relating to any non-investment advisory, administrative or operating services provided by the Advisor to the Company. For the three and nine months ended September 30, 2021, the Company incurred $87,500 and $262,500, for such investment advisor expenses. For the three and nine months ended September 30, 2020, the Company incurred $87,500 and $262,500 respectively, for such investment advisor expenses.

From time to time, the Advisor and its affiliates may pay third party providers for goods or services utilized by the Company. The Company will subsequently reimburse the Advisor and its affiliates for such amounts. Reimbursements to the Advisor and their affiliates for such purposes during the three and nine months ended September 30, 2021 were $160,958 and $298,592, respectively. Reimbursements to the Advisor, BlackRock Advisors and their affiliates for such purposes during the three and nine months ended September 30, 2020 were $114,695 and $333,444, respectively.

No person who is an officer, director or employee of the Advisor and who serves as a director of the Company receives any compensation from the Company for such services. Directors who are not affiliated with the Advisor receive compensation for their services and reimbursement of expenses incurred to attend meetings.

Administration

The Company also has entered into an administration agreement with BlackRock Financial Management, Inc. (the “Administrator”) under which the Administrator provides certain administrative services to the Company. For providing these services, facilities and personnel, the Company reimburses the Administrator for the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including rent and the Company’s allocable portion of the cost of certain of the Company’s officers and their respective staffs. For the three and nine months ended September 30, 2021, the Company incurred $333,057 and $970,058 respectively, for such administrative services expenses. For the three and nine months ended September 30, 2020, the Company incurred $379,650 and $1,068,915, respectively, for such administrative services expenses.

Advisor Stock Transactions

At September 30, 2021 and December 31, 2020, BCIA did not own any shares of the Company. At both September 30, 2021 and December 31, 2020, other entities affiliated with the Administrator and Advisor beneficially owned less than 1% of the Company’s total shares of common stock outstanding.

7. Stockholders’ Equity and Distributions

Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors. Net realized capital gains, if any, generally are distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan (the “Plan”) that provides for reinvestment of distributions on behalf of stockholders, unless a stockholder elects to receive cash. As a result, if the Board of Directors authorizes, and the Company declares, a cash distribution, then stockholders who have not “opted out” of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of Common Stock, rather than receiving the cash distributions. Additionally, if the Company makes a distribution to be paid in cash or in stock at the election of stockholders as of the applicable dividend record date (a “Cash/Stock Distribution”), the terms are subject to the amended Plan dated May 13, 2020 described below.

For the three and nine months ended September 30, 2021 and 2020, declared distributions to common stockholders were as follows:

For the quarter ended	Distribution in Cash		Distribution in newly issued common shares			Total Declared Distribution		Reinvested distributions paid during quarter ^{(1) (2)}
March 31, 2021	$	7,441,594	$	—		$	7,441,594	$	—
June 30, 2021		7,413,594		—			7,413,594		541,771
September 30, 2021		7,405,845		—			7,405,845		593,078
Total	$	22,261,033	$	—		$	22,261,033	$	1,134,849

For the quarter ended	Distribution in Cash		Distribution in newly issued common shares			Total Declared Distribution		Reinvested distributions paid during quarter ⁽¹⁾
March 31, 2020	$	9,543,152	$	—		$	9,543,152	$	719,692	⁽²⁾
June 30, 2020		1,363,314		5,450,680	⁽³⁾		6,813,994		638,560	⁽⁴⁾
September 30, 2020		1,403,889		5,613,339	⁽⁵⁾		7,017,228		—	⁽³⁾⁽⁵⁾
Total	$	12,310,355	$	11,064,019		$	23,374,374	$	1,358,252

⁽¹⁾

The Company has adopted a dividend reinvestment plan that provides for reinvestment of distributions on behalf of stockholders, unless a stockholder elects to receive cash.

⁽²⁾

Distributions reinvested through purchase of shares in the open market.

⁽³⁾

Declared distribution in newly issued common shares includes $858,364 of distribution reinvested through 100% stock election for the dividend paid on 7/7/2020.

⁽⁴⁾

Distributions reinvested through issuance of new shares.

⁽⁵⁾

Declared distribution in newly issued common shares includes $817,130 of distribution reinvested through 100% stock election for the dividend paid on 9/29/2020.

On March 6, 2018, the Board of Directors of the Company adopted amendments to the Plan. Under the terms of the amended Plan, if the Company declares a dividend or determines to make a capital gain or other distribution, the reinvestment plan agent will acquire shares for the participants’ accounts, depending upon the following circumstances, (i) through receipt of additional unissued but authorized shares from the Company (“newly issued shares”) and/or (ii) by purchase of outstanding 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 shares on behalf of the participants. The number of newly issued 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 from the Company, either (a) invest the distribution amount in newly issued shares on behalf of the participants or (b) invest the distribution amount in shares acquired on behalf of the participants in open-market purchases.

On May 13, 2020, the Board of Directors of the Company adopted further amendments to the Plan. Under the terms of the amended Plan, if the Company makes a Cash/Stock Distribution, each stockholder will be required to elect whether to receive the distribution in cash or in shares of the Company's common stock (“Common Shares”), pursuant to such notices, forms or other documentation as may be provided to the stockholder by the Company (the “Election Forms”). If the stockholder is a Plan participant and elects to receive the Cash/Stock Distribution in cash, the stockholder will be deemed to have elected not to participate in the Plan solely with respect to such Cash/Stock Distribution and will receive the distribution in cash subject to any rules applicable to the distribution that may limit the portion of the distribution the Company is required to pay in cash. If the stockholder is a Plan participant and elects to receive the Cash/Stock Distribution in stock, the stockholder will receive the distribution in newly issued Common Shares. The number of newly issued Common Shares credited to the stockholders' 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 Plan.

On November 3, 2020, the Company’s Board of Directors authorized the Company to purchase up to a total of 7,500,000 shares, effective until the earlier of November 2, 2021 or such time that all of the authorized shares have been repurchased, 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”). As of September 30, 2021, 7,029,955 shares remained available for repurchase. On November 2, 2021, the Company’s Repurchase Plan expired with 7,003,428 shares remaining unpurchased and no longer authorized for purchase. On November 2, 2021, the Company’s Board of Directors adopted a new repurchase plan and authorized the Company to purchase up to a total of 8,000,000 shares, effective until the earlier of November 2, 2022 or such time that all of the authorized shares have been repurchased (see Note 11).

The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the three and nine months ended September 30, 2021:

September 30, 2021

Repurchased

Price Per

Total Cost

Three Months Ended

133,039

4.00

532,288

Nine Months Ended

470,045

3.62

1,703,717

September 30, 2020

Repurchased

Price Per

Total Cost

Three Months Ended

—

Nine Months Ended

986,554

3.68

3,627,604

Since inception of the original repurchase plan through September 30, 2021, the Company has purchased 10,481,631 shares of its common stock on the open market for $68,000,576, including brokerage commissions through the repurchase plan. The Company currently holds the shares it repurchased in treasury.

8. Earnings (Loss) per share

The following information sets forth the computation of basic and diluted net increase (decrease) in net assets from operations per share (earnings (loss) per share) for the three and nine months ended September 30, 2021 and 2020.

	Three Months Ended					Nine Months Ended
	September 30, 2021		September 30, 2020			September 30, 2021		September 30, 2020
Earnings (Loss) per share – basic:
Net increase (decrease) in net assets resulting from operations	$	11,602,299	$	(27,163,667	)	$	59,829,024	$	(113,752,410	)
Weighted average shares outstanding – basic		74,081,693		70,086,236			74,221,550		68,943,459
Earnings (Loss) per share – basic	$	0.16	$	(0.39	)	$	0.81	$	(1.65	)
Earnings (Loss) per share – diluted:
Net increase (decrease) in net assets resulting from operations, before adjustments	$	11,602,299	$	(27,163,667	)	$	59,829,024	$	(113,752,410	)
Adjustments for interest on unsecured convertible senior notes⁽¹⁾		2,270,862		—			6,792,792		—
Net increase (decrease) in net assets resulting from operations, as adjusted	$	13,873,161	$	(27,163,667	)	$	66,621,816	$	(113,752,410	)
Weighted average shares outstanding – diluted⁽¹⁾		91,075,430		70,086,236			91,215,287		68,943,459
Earnings (Loss) per share – diluted	$	0.15	$	(0.39	)	$	0.73	$	(1.65	)

⁽¹⁾	No adjustments for interest or incremental shares were included for periods ended September 30, 2020 because the effect would be antidilutive.

9. Commitments and contingencies

In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under these arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. There were no such guarantees outstanding at September 30, 2021 and December 31, 2020. In addition, from time to time, the Company may provide for a commitment to a portfolio company for investment in an existing or new security. At September 30, 2021 and December 31, 2020, the Company had unfunded commitments of $37.6 million across 30 portfolio companies and $24.3 million across 14 portfolio companies, respectively. Of these total unfunded commitment amounts, $4.2 million was related to our equity commitment to BCIC Senior Loan Partners, LLC, at September 30, 2021 and December 31, 2020, respectively (see Note 5). The aggregate fair value of unfunded commitments at September 30, 2021 and December 31, 2020 was $35.9 million and $22.2 million, respectively. We maintain sufficient cash on hand and available borrowings to fund such unfunded commitments should the need arise.

In the normal course of business, the Company enters into contractual agreements that provide general indemnifications against losses, costs, claims and liabilities arising from the performance of individual obligations under such agreements. The Company’s individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on management’s experience, the Company expects the risk of loss to be remote.

From time to time, the Company and the Advisor may be a party to certain legal proceedings incidental to the normal course of its business, including the enforcement of its rights under contracts with our portfolio companies. Further, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies. While the Company cannot predict the outcome of these legal proceedings with certainty, we do not expect that these proceedings will have a material effect on its consolidated financial statements.

10. Financial highlights

The following per share data and ratios have been derived from information provided in the consolidated financial statements. The following is a schedule of financial highlights for a common share outstanding for the nine months ended September 30, 2021 and 2020:

	Nine Months Ended
	September 30, 2021			September 30, 2020
Per Share Data:
Net asset value, beginning of period	$	4.23		$	6.33

Investment Operations:
Net investment income, before accrued incentive fees		0.21			0.39
Accrued incentive fees		(0.02	)		—
Net investment income⁽¹⁾		0.19			0.39
Net realized and unrealized gain (loss)		0.62			(2.04	)
Total from investment operations		0.81			(1.65	)

Repurchase of common stock		—			0.04
Distributions to stockholders⁽²⁾		(0.30	)		(0.34	)
Issuance/reinvestment of stock at prices (below) net asset value		—			(0.14	)
Net asset value, end of period	$	4.74		$	4.24

Market price at end of period	$	3.85		$	2.44
Total return based on market price⁽³⁾		54.47	%		(43.77	)%
Total return based on net asset value⁽⁴⁾		20.94	%		(23.29	)%
Shares outstanding at end of period		73,996,620			72,311,504

Ratios to average net assets⁽⁵⁾:
Operating expenses, before accrued incentive fees⁽⁶⁾		3.93	%		4.80	%
Interest and other debt related expenses		3.51	%		4.40	%
Total expenses, before accrued incentive fees		7.44	%		9.20	%
Accrued incentive fees⁽¹⁾		0.39	%		—
Total expenses, after accrued incentive fees⁽⁶⁾		7.83	%		9.20	%
Net investment income		5.77	%		9.68	%

Net assets at end of period	$	350,874,551		$	306,557,170
Portfolio turnover rate		35	%		11	%
Weighted average interest rate on debt⁽⁷⁾		5.97	%		4.80	%
Weighted average debt outstanding	$	176,776,414		$	328,129,066
Weighted average shares outstanding		74,221,550			68,943,459
Weighted average debt per share⁽⁸⁾	$	2.38		$	4.76

⁽¹⁾

Net investment income per share amount displayed above is net of a hypothetical liquidation basis GAAP accrual for incentive fees of $0.02 per share for the nine months ended September 30, 2021. Refer to Supplemental Non-GAAP Financial information (Management’s Discussion and Analysis of Financial Condition and Results of Operations) for further details.

⁽²⁾

For the nine months ended September 30, 2021, $13.9 million out of the total $22.3 million declared distributions were from net investment income based on book income. The amount of distribution related to a return of capital will be adjusted on an annual basis if necessary, and calculated in accordance with federal income tax regulations (see Note 2).

⁽³⁾	Total return based on market value is calculated by determining the percentage change in market value per share during the period and assuming that the dividend distributions are reinvested in accordance with the Company’s dividend reinvestment plan. Not annualized.

⁽⁴⁾	Total return based on net asset value is calculated by determining the percentage change in net asset value per share during the period and assuming that the dividend distributions are reinvested in accordance with the Company’s dividend reinvestment plan. Not annualized.

⁽⁵⁾	Annualized, except for incentive fees.

⁽⁶⁾

Ratio including incentive fee based on income waived for the nine months ended September 30, 2021 and 2020 (see Note 3 for more detail). Excluding incentive fee waiver, the ratio of operating expenses to average net assets would be 4.35% and 6.61% and the ratio of total expenses to average net assets would be 7.86% and 11.01% for the same respective periods.

⁽⁷⁾	Weighted average interest rate on debt includes contractual interest, amortization of original issue discount and amortization of debt issuance costs (see Note 4).

⁽⁸⁾	Weighted average debt per share is calculated as weighted average debt outstanding divided by the weighted average shares outstanding during the applicable period.

11. Subsequent events

On November 2, 2021, the Company’s Board of Directors declared a distribution of $0.10 per share, payable on January 6, 2022 to stockholders of record at the close of business on December 16, 2021.

On November 2, 2021, the Company’s Repurchase Plan expired with 7,003,428 shares remaining unpurchased and no longer authorized for purchase. On November 2, 2021, the Company’s Board of Directors adopted a new repurchase plan and authorized the Company to purchase up to a total of 8,000,000 shares, effective until the earlier of November 2, 2022 or such time that all of the authorized shares have been repurchased.

The Company has reviewed subsequent events occurring through the date that these consolidated financial statements were available to be issued, and determined that no subsequent events occurred requiring accrual or disclosure, except as disclosed above and elsewhere in these notes to consolidated financial statements.

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 the consolidated financial statements and notes thereto appearing elsewhere in this report.

This report, and other statements that we may make, may contain forward-looking statements with respect to future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously identified elsewhere in the reports BlackRock Capital Investment Corporation has filed with the Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;

•

our expected financings and investments;

•

the adequacy of our cash resources and working capital, including our ability to obtain continued financing on favorable terms;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the impact of increased competition;

•

the impact of COVID-19 on our portfolio companies and the markets in which they operate, interest rates and the economy in general;

•

the ability of the Advisor to locate suitable investments for us and to monitor and administer our investments;

•

changes in law and policy accompanying the new administration and uncertainty pending any such changes;

•

increased geopolitical unrest, terrorist attacks or acts of war, which may adversely affect the general economy, domestic and local financial and capital markets, or the specific industries of our portfolio companies;

•

changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets;

•

the unfavorable resolution of legal proceedings; and

•

the impact of changes to tax legislation and, generally, our tax position.

Overview

We were incorporated in Delaware on April 13, 2005 and commenced operations with private funding on July 25, 2005, and completed our initial public offering on July 2, 2007. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in middle-market companies in the form of senior debt securities and loans, and our investment portfolio may include junior secured and unsecured debt securities and loans, each of which may include an equity component.

We are externally managed and have elected to be regulated as a BDC under the 1940 Act. 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 of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. Government securities and high-quality debt investments that mature in one year or less.

Certain items previously reported may have been reclassified to conform to the current year presentation.

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 generally do not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes most private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. These rules also permit us to include as qualifying assets 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, approximately 14.2% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

Revenues

We generate revenues primarily in the form of interest on the debt we hold, dividends on our equity interests and capital gains on the sale of warrants and other debt or equity interests that we acquire in portfolio companies. Our investments in fixed income instruments generally have an expected maturity of three to ten years, although we have no lower or upper constraint on maturity, and typically bear interest at a fixed or floating rate. Interest on our debt securities is generally payable quarterly or semi-annually. In some cases, our debt instruments and preferred stock investments may defer payments of cash interest or dividends or pay interest or dividends in-kind. Any outstanding principal amount of our debt securities 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, capital structuring fees, and fees for providing significant managerial assistance.

Expenses

Our primary operating expenses include the payment of a Management Fee and, depending on our operating results, an Incentive Fee, interest and credit facility fees, expenses reimbursable under the management agreement, professional fees, administration fees and the allocable portion of overhead under the administration agreement. The Management Fee and Incentive Fee compensate the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our investments. Our Current Management Agreement with the Advisor provides that we will reimburse the Advisor for costs and expenses incurred by the Advisor for office space rental, office equipment and utilities allocable to the Advisor under the Current Management Agreement, as well as any costs and expenses incurred by the Advisor relating to any non-investment advisory, administrative or operating services provided by the Advisor to us. We bear all other costs and expenses of our operations and transactions.

Critical accounting policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated 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 significant accounting policies important to understanding the consolidated financial statements. In addition to the discussion below, our significant accounting policies are further described in the notes to the consolidated financial statements. See Note 2 to the consolidated financial statements for a description of significant accounting policies and of recently issued accounting pronouncements. Management considers Investments to be an area deemed a critical accounting policy as a result of the judgments necessary for management to select valuation methodologies and to select significant unobservable inputs to estimate fair value (see Note 2 to the consolidated financial statements).

Financial and operating highlights

At September 30, 2021:

Investment portfolio, at fair value: $558.1 million

Net assets: $350.9 million

Indebtedness, excluding deferred issuance costs: $202.1 million

Net asset value per share: $4.74

Portfolio Activity for the Three Months Ended September 30, 2021:

Cost of investments during period, including PIK: $62.8 million

Sales, repayments and other exits during period: $61.6 million

Number of portfolio companies at end of period: 78

Operating Results for the Three Months Ended September 30, 2021:

Net investment income per share: $0.07

Distributions declared per share: $0.10

Basic earnings (loss) per share: $0.16

Net investment income: $4.9 million

Net realized and unrealized gain (loss): $6.7 million

Net increase (decrease) in net assets from operations: $11.6 million

Net investment income per share, as adjusted¹: $0.08

Basic earnings (loss) per share, as adjusted¹: $0.17

Net investment income, as adjusted¹: $6.2 million

Net increase (decrease) in net assets from operations, as adjusted¹: $12.9 million

As Adjusted¹: Amounts are adjusted to remove the accrued hypothetical liquidation basis incentive fee expense based on capital gains that was recorded, as required by GAAP, and to include only the incremental incentive fee based on income. Under the Current Management Agreement, incentive fee expense based on income is calculated for each calendar quarter and may be paid on a quarterly basis if certain thresholds are met. Adjusted amounts reflect the fact that no Incentive Fee on capital gains was realized and payable to the Advisor during the three months ended September 30, 2021. Amounts reflected the Company’s ongoing operating results and reflect the Company’s financial performance over time.

Portfolio and investment activity

We invested approximately $62.8 million during the three months ended September 30, 2021. The new investments consisted of senior secured loans secured by first lien ($55.5 million, or 88.4%) or second lien ($7.3 million, or 11.6%). Additionally, we received proceeds from sales, repayments and other exits of approximately $61.6 million during the three months ended September 30, 2021.

Concentration of our assets in an issuer, industry or sector may present certain risks. To the extent that we assume large positions in the securities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. At September 30, 2021, our portfolio of $558.1 million (at fair value) consisted of 78 portfolio companies and was invested approximately 88% in senior secured loans, 5% in unsecured or subordinated debt securities, 7% in equity investments, and less than 1% in senior secured notes. Our average investment by portfolio company at amortized cost was approximately $8.2 million at September 30, 2021. Our largest portfolio company investment at fair value was approximately $37.0 million and our five largest portfolio company investments at fair value comprised approximately 24% of our portfolio at September 30, 2021. At December 31, 2020, our portfolio of $479.0 million (at fair value) consisted of 55 portfolio companies and was invested 77% in senior secured loans, 13% in unsecured or subordinated debt securities, 10% in equity investments and 1% in senior secured notes. Our average investment by portfolio company at amortized cost was approximately $11.0 million at December 31, 2020. Our largest portfolio company investment by value was approximately $36.2 million and our five largest portfolio company investments by value comprised approximately 31% of our portfolio at December 31, 2020.

In addition, we may, from time to time, invest a substantial portion of our assets in the securities of issuers in any single industry or sector of the economy or in only a few issuers. A downturn in an industry or sector in which we are concentrated could have a larger impact on us than on a company that does not concentrate in that particular industry or sector. Our Advisor monitors industry and sector uncertainties on an ongoing basis, including substantial regulatory challenges in the healthcare sector, volatility and extensive government regulation in the financial services sector, cyclical risks associated with the overall economy and events outside of our control, including public health crises such as COVID-19 which may have resulted in a negative impact to certain industries, including significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States (see Note 5 to the consolidated financial statements), among various other industry and sector uncertainties due to certain exposures. At September 30, 2021, our top three industry concentrations at fair value consisted of Diversified Financial Services (19.0%), Road & Rail (10.3%), and Internet Software & Services (9.4%). At December 31, 2020, our top three industry concentrations at fair value consisted of Diversified Financial Services (19.3%), Road & Rail (10.0%) and Thrifts & Mortgage Finance (7.8%) (see Note 5 to the consolidated financial statements).

The weighted average portfolio yields at fair value and cost as of September 30, 2021 and December 31, 2020 were as follows:

	September 30, 2021						December 31, 2020
	Fair Value			Cost			Fair Value			Cost
Weighted Average Yield⁽¹⁾
Total portfolio		8.3	%		7.2	%		8.7	%		7.4	%
Senior secured loans		9.1	%		9.1	%		9.5	%		9.5	%
Other debt securities⁽²⁾		1.9	%		1.1	%		7.3	%		5.3	%
Debt and income producing equity securities		8.4	%		8.0	%		8.9	%		8.5	%

⁽¹⁾

Computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount, divided by (b) the amortized cost or at fair value of each category, as applicable. The calculation excludes exit fees that are receivable upon repayment of certain loan investments.

⁽²⁾

The decrease from December 31, 2020 to September 30, 2021 is primarily attributable to a majority of the securities in this category being on non-accrual, after the intended exit in First Boston Construction Holdings, LLC during 2021.

For the three and nine months ended September 30, 2021, the total return based on net asset value was 3.9% and 20.9%, respectively. For the three and nine months ended September 30, 2021, the total return based on market price was 0.5% and 54.5%, respectively. For the three and nine months ended September 30, 2020, the total return based on net asset value was (9.1)% and (23.3)%, respectively. For the three and nine months ended September 30, 2020, the total return based on market price was (5.1)% and (43.8)%, respectively. Total returns are historical and are calculated by determining the percentage change in the net asset value or market price with all distributions reinvested, if any. Distributions are assumed to be reinvested in accordance with the Company’s dividend reinvestment plan and do not reflect brokerage commissions.

The Advisor generally employs a grading system for our entire portfolio. The Advisor grades all loans on a scale of 1 to 4. This system is intended to reflect the performance of the borrower’s business, the collateral coverage of the loans and other factors considered relevant. Generally, the Advisor assigns only one loan grade to each portfolio company for all loan investments in that portfolio company; however, the Advisor will assign multiple ratings when appropriate for different investments in one portfolio company. The following is a description of the conditions associated with each investment rating:

Grade 1: Investments in portfolio companies whose performance is substantially within or above the Advisor’s original base case expectations and whose risk factors are neutral to favorable to those at the time of the original investment or subsequent restructuring.

Grade 2: Investments in portfolio companies whose performance is materially below the Advisor’s original base case expectations or risk factors have increased since the time of original investment or subsequent restructuring; no loss of investment return or principal (or invested capital) is expected.

Grade 3: Investments in portfolio companies whose performance is materially below the Advisor’s original base case expectations or risk factors have increased materially since the time of original investment or subsequent restructuring. Some loss of investment return is expected, but no loss of principal (or invested capital) is expected.

Grade 4: Investments in portfolio companies whose performance is materially below the Advisor’s original base case expectations or risk factors have increased substantially since the time of original investment or subsequent restructuring. Some loss of principal (or invested capital) is expected.

The Advisor monitors and, when appropriate, changes the investment ratings assigned to each investment in our portfolio. In connection with our valuation process, the Advisor and Board of Directors review these investment ratings on a quarterly basis. Our weighted average investment rating was 1.33 at September 30, 2021 and 1.90 at December 31, 2020. The following is a distribution of the investment ratings of our portfolio companies, at fair value, at September 30, 2021 and December 31, 2020:

	September 30, 2021		December 31, 2020
Grade 1	$	415,825,195	$	189,012,640
Grade 2		113,901,901		198,713,376
Grade 3		—		38,605,618
Grade 4		22,025,966		51,136,642
Not Rated⁽¹⁾		6,356,536		1,557,200
Total investments	$	558,109,598	$	479,025,476

⁽¹⁾

Not Rated category at September 30, 2021 consists primarily of the Company’s residual equity investments in Stitch Holdings, L.P. and AGY Equity, LLC. Not Rated category at December 31, 2020 consists primarily of the Company’s residual equity investment in AGY Equity, LLC. For purposes of calculating our weighted average investment rating, the Not Rated category is excluded.

Results of operations

Results comparisons for the three months ended September 30, 2021 and 2020.

Investment income

	Three Months Ended
	September 30, 2021		September 30, 2020
Investment income
Interest and fees on senior secured loans	$	11,893,531	$	9,397,320
Interest and fees on other debt securities		137,601		5,407,371
Interest earned on short-term investments, cash equivalents		156		585
Dividends and fees on equity securities		483,038		1,496,818
Total investment income	$	12,514,326	$	16,302,094

Total investment income for the three months ended September 30, 2021 decreased $3.8 million, or 23.2%, as compared to the three months ended September 30, 2020. Excluding fee income and other income, total investment income decreased by approximately 24.5%, primarily due to a 19.6% decrease in the average investment portfolio at amortized cost for the comparative periods, our unsecured debt investment in Gordon Brothers Finance Company (“GBFC”) going on non-accrual status during the second half of 2020, and a decrease in dividend income period over period. The decrease in portfolio size is primarily due to desirable exits during late 2020 and the first half of 2021, primarily in non-core and junior capital exposure. The decrease in dividend income of $1.0 million is attributable to BCIC Senior Loan Partners, LLC (“Senior Loan Partners”) period over period, primarily due to the disposal of underlying portfolio company investments in Senior Loan Partners during late 2020 and the first half of 2021 (see Note 5 to the consolidated financial statements).

Expenses

	Three Months Ended
	September 30, 2021			September 30, 2020
Operating expenses
Interest and other debt expenses	$	2,973,408		$	3,668,242
Management fees		2,086,219			2,481,836
Incentive fees on income		79,383			1,492,248
Incentive fees on capital gains		1,291,952			—
Administrative expenses		333,057			379,650
Professional fees		301,976			461,851
Insurance expense		204,197			203,794
Director fees		158,125			157,500
Investment advisor expenses		87,500			87,500
Other operating expenses		167,737			334,586
Total expenses, before incentive fee waiver		7,683,554			9,267,207
Incentive fee waiver		(79,383	)		(1,492,248	)
Expenses, net of incentive fee waiver	$	7,604,171		$	7,774,959

Total expenses, net of incentive fee waiver, decreased $0.2 million, or 2.2%, for the three months ended September 30, 2021 from the comparable period in 2020, primarily due to decreases in interest and other debt expenses and management fees period over period, which were partially offset by an accrual of incentive fees on capital gains in the current period.

Interest and other debt expenses decreased approximately $0.7 million, or 18.9%, for the three months ended September 30, 2021 from the comparable period in 2020, primarily due to a significant decrease in the average debt outstanding period over period, and a lower rate environment (see Note 4 to the consolidated financial statements).

Management fees decreased approximately $0.4 million, or 15.9%, for the three months ended September 30, 2021 from the comparable period in 2020, due to a decrease in the total assets on which management fees are calculated (in arrears). The decrease in total assets was primarily due to net sales and repayments during 2020 and during the first quarter of 2021.

For the three months ended September 30, 2021 and September 30, 2020, the Advisor voluntarily waived incentive fees on income of $0.1 million and $1.5 million, resulting in no net incentive fees for both periods.

financial statements). The accrued incentive fee on capital gains was approximately $1.3 million at September 30, 2021. However, no incentive fee on capital gains was realized and payable to the Advisor during the three months ended September 30, 2021.

Net investment income

Net investment income was $4.9 million and $8.5 million for the three months ended September 30, 2021 and 2020, respectively. The decrease of approximately $3.6 million, or 42.4%, was due to a $3.8 million decline in total investment income, partially offset by a $0.2 million decrease in expenses described above.

Net realized gain or loss

Net realized gain (loss) for the three months ended September 30, 2021 was approximately $22.6 million, primarily due to the sale of SVP – Singer Holdings, LP. Substantially all of the net realized gains were reflected in unrealized depreciation in prior periods. Net realized gain (loss) for the three months ended September 30, 2020 was approximately $(59.2) million, primarily due to the restructure of AGY Holding Corp during that quarter.

Net unrealized appreciation or depreciation

For the three months ended September 30, 2021 and 2020, the change in net unrealized appreciation or depreciation on investments and foreign currency translation was a decrease in net unrealized appreciation of ($15.9) million and a decrease in net unrealized depreciation of $23.5 million, respectively. The decrease in net unrealized appreciation for the three months ended September 30, 2021 was primarily due to the reversal of previously recognized appreciation of $(22.4) million related to the sale of SVP – Singer Holdings, LP, and partially offset by an overall net increase in valuation appreciation across our portfolio. The decrease in net unrealized depreciation for the three months ended September 30, 2020 was primarily due to i) the reversal of previously recognized depreciation of $49.8 million related to the restructure of AGY Holding Corp.; ii) a $4.2 million decrease in depreciation in our equity investment in Senior Loan Partners; partially offset by iii) a $(38.1) million increase in depreciation in our investment in GBFC.

Net increase or (decrease) in net assets resulting from operations

The net increase or (decrease) in net assets resulting from operations for the three months ended September 30, 2021 and 2020 was $11.6 million and $(27.2) million, respectively. As compared to the prior period, the increase is reflective of net realized and unrealized gain (loss) of $6.7 million for the current period, as compared to $(35.7) million of net realized and unrealized gain (loss) for the three months ended September 30, 2020, the impact of which was partially offset by a decrease in net investment income of approximately $3.6 million period-over-period.

Results comparisons for the nine months ended September 30, 2021 and 2020.

Investment income

	Nine Months Ended
	September 30, 2021		September 30, 2020
Investment income
Interest and fees on senior secured loans	$	31,469,105	$	29,763,328
Interest and fees on other debt securities		571,504		15,745,104
Interest earned on short-term investments, cash equivalents		1,587		25,355
Dividends and fees on equity securities		1,602,513		6,970,469
Total investment income	$	33,644,709	$	52,504,256

Total investment income for the nine months ended September 30, 2021 decreased $18.9 million, or 35.9%, as compared to the nine months ended September 30, 2020. Excluding fee income and other income, total investment income decreased by approximately 36.5%, primarily due to a 27.0% decrease in the average investment portfolio at amortized cost for the comparative periods, our unsecured debt investment in GBFC going on non-accrual status during the second half of 2020, and a decrease in dividend income period over period. The decrease in portfolio size is primarily due to desirable exits during 2020 and the first half of 2021, primarily in non-core and junior capital exposure. The decrease in dividend income is comprised of i) a $3.1 million decrease from Senior Loan Partners, primarily due to the disposal of underlying portfolio company investments in Senior Loan Partners during late 2020 and the first half of 2021 (see Note 5 to the consolidated financial statements); and ii) a $2.3 million decrease associated with GBFC preferred stock going on non-accrual status during the second half of 2020.

Expenses

	Nine Months Ended
	September 30, 2021			September 30, 2020
Operating expenses
Interest and other debt expenses	$	8,695,681		$	12,239,957
Management fees		5,661,669			8,486,385
Incentive fees on income		79,383			5,025,386
Incentive fees on capital gains		1,291,952			—
Administrative expenses		970,058			1,068,915
Professional fees		968,969			1,531,708
Insurance expense		605,158			446,637
Director fees		464,375			494,750
Investment advisor expenses		262,500			262,500
Other operating expenses		781,251			1,058,182
Total expenses, before incentive fee waiver		19,780,996			30,614,420
Incentive fee waiver		(79,383	)		(5,025,386	)
Expenses, net of incentive fee waiver	$	19,701,613		$	25,589,034

Total expenses, net of incentive fee waiver, decreased $5.9 million, or 23.0%, for the nine months ended September 30, 2021 from the comparable period in 2020, primarily due to decreases in interest and other debt expenses and management fees, which were partially offset by an increase in incentive fees on capital gains period over period.

Interest and other debt expenses decreased $3.5 million, or 29.0% for the nine months ended September 30, 2021 from the comparable period primarily due to a significant decrease in average debt outstanding period over period, and a lower rate environment (see Note 4 to the consolidated financial statements).

Management fees decreased approximately $2.8 million, or 33.3%, for the nine months ended September 30, 2021 from the comparable period in 2020 due to a decrease in the total assets on which management fees are calculated (in arrears), and a decrease in the management fee rate effective May 2, 2020 (see Note 3 to the consolidated financial statements). The decrease in total assets was primarily due to net sales and repayments during 2020 and during the first half of 2021.

For the nine months ended September 30, 2021 and September 30, 2020, the Advisor voluntarily waived incentive fees on income of $0.1 million and $5.0 million, resulting in no net incentive fees for both periods.

The Company is required under GAAP to accrue a hypothetical liquidation basis incentive fee on capital gains, based upon net realized capital gains and unrealized capital appreciation and depreciation on investments held at the end of each period (See Note 3 to the consolidated financial statements). The accrued incentive fee on capital gains was approximately $1.3 million at September 30, 2021. However, no incentive fee on capital gains was realized and payable to the Advisor during the nine months ended September 30, 2021.

Net investment income

Net investment income was $13.9 million and $26.9 million for the nine months ended September 30, 2021 and 2020, respectively. The decrease of approximately $13.0 million over the comparable period was due to the $18.9 million decline in investment income, partially offset by a $5.9 million decrease in expenses.

Net realized gain or loss

Net realized gain (loss) for the nine months ended September 30, 2021 was $2.9 million, primarily due to a $22.0 million realized gain on the sale of SVP – Singer Holdings, LP; partially offset by a realized loss of $(18.5) million on the restructure of Advanced Lighting Technologies, LLC, and exits of our investments in Red Apple Stores Inc., First Boston Construction Holdings, LLC, and Advantage Insurance Inc. Substantially all of the net realized gains were reflected in unrealized depreciation in prior periods. Net realized gain (loss) for the nine months ended September 30, 2020 was $(115.3) million, primarily due to the restructure of AGY Holding Corp., and the sale of our equity investment in U.S. Well Services, Inc. and debt investment in Sur La Table, Inc.

Net unrealized appreciation or depreciation

For the nine months ended September 30, 2021 and 2020, the change in net unrealized appreciation or depreciation on investments and foreign currency translation was a decrease in net unrealized depreciation of $43.0 million and an increase in net unrealized depreciation of $(25.4) million, respectively. The decrease in net unrealized depreciation for the nine months ended September 30, 2021 was primarily due to i) the reversal of previously recognized depreciation of $24.3 million, including foreign currency translation, related to the exits of our

investments in Red Apple Stores Inc., SVP – Singer Holdings, LP, First Boston Construction Holdings, LLC and Advantage Insurance Inc., and the restructure of Advanced Lighting Technologies, LLC; ii) decrease in valuation depreciation of $7.6 million in our investments in Senior Loan Partners and St. George Warehousing & Trucking Co. of California, Inc., as well as an overall increase in valuation across our portfolio. The increase in net unrealized depreciation for the nine months ended September 30, 2020 was primarily due to i) a $(77.6) million increase in valuation depreciation in our investments in GBFC, Senior Loan Partners and First Boston Construction Holdings, LLC; ii) an overall decrease in valuation across our portfolio as a result of macro-economic conditions impacted by the COVID-19 outbreak (see Note 5 to the consolidated financial statements), partially offset by iii) a $64.0 million reversal of previously recognized depreciation related to the sale of our equity investment in U.S. Well Services, Inc. and the restructure of AGY Holding Corp.

Net increase or (decrease) in net assets resulting from operations

The net increase or (decrease) in net assets resulting from operations for the nine months ended September 30, 2021 and 2020 was $59.8 million and $(113.8) million, respectively. As compared to the prior period, the increase is reflective of a net realized and unrealized gain (loss) of $45.9 million for the current period, as compared to $(140.7) million of net realized and unrealized gain (loss) for the nine months ended September 30, 2020, the impact of which was partially offset by a decrease in net investment income of $13.0 million period-over-period.

Supplemental Non-GAAP information

We report our financial results on a GAAP basis; however, management believes that evaluating our ongoing operating results may be enhanced if investors have additional non-GAAP basis financial measures. Management reviews non-GAAP financial measures to assess ongoing operations and, for the reasons described below, considers them to be effective indicators, for both management and investors, of our financial performance over time. Management does not advocate that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

After March 6, 2017, Incentive Fees based on income are calculated for each calendar quarter and may be paid on a quarterly basis if certain thresholds are met. In addition, as previously disclosed, the Advisor, in consultation with the Company’s Board of Directors, had agreed to waive Incentive Fees based on income from March 7, 2017 to June 30, 2019. BCIA had agreed to honor such waiver. The Advisor had voluntarily waived a portion of its Incentive Fees based on income from July 1, 2019 through September 30, 2021.

We record our liability for Incentive Fee based on capital gains by performing a hypothetical liquidation basis calculation at the end of each reporting period, as required by GAAP, which assumes that all unrealized capital appreciation and depreciation is realized as of the reporting date. It should be noted that Incentive Fees based on capital gains (if any) are not due and payable until the end of the annual measurement period, or every June 30. The incremental Incentive Fee disclosed for a given period is not necessarily indicative of actual full year results. Changes in the economic environment, financial markets and other parameters used in determining such estimates could cause actual results to differ and such differences could be material. There can be no assurance that unrealized capital appreciation and depreciation will be realized in the future, or that any accrued capital gains Incentive Fee will become payable. Incentive Fee amounts on capital gains actually paid by the Company will specifically exclude consideration of unrealized capital appreciation, consistent with requirements under the Advisers Act and the Current Management Agreement. See Note 3 to the consolidated financial statements for a more detailed description of the Company’s Incentive Fee.

Computations for all periods are derived from our consolidated financial statements as follows:

	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
GAAP Basis:
Net Investment Income	$	4,910,155	$	8,527,135	$	13,943,096	$	26,915,222
Net Investment Income per share		0.07		0.12		0.19		0.39
Addback: GAAP incentive fee based on capital gains		1,291,952		—		1,291,952		—
Addback: GAAP incentive fee based on Income net of incentive fee waiver		—		—		—		—
Pre-Incentive Fee¹:
Net Investment Income	$	6,202,107	$	8,527,135	$	15,235,048	$	26,915,222
Net Investment Income per share		0.08		0.12		0.21		0.39
Less: Incremental incentive fee based on Income net of incentive fee waiver		—		—		—		—
As Adjusted²:
Net Investment Income	$	6,202,107	$	8,527,135	$	15,235,048	$	26,915,222
Net Investment Income per share		0.08		0.12		0.21		0.39

Pre-Incentive Fee¹: Amounts are adjusted to remove all incentive fees. Such fees have been accrued but are not due and payable at the reporting date.

As Adjusted²: Amounts are adjusted to remove the GAAP accrual for incentive fee based on capital gains, and to include only the incremental incentive fee based on income. Adjusted amounts reflect the fact that no Incentive Fee on capital gains was realized and payable to the Advisor during the three and nine month periods ended September 30, 2021 and 2020, respectively. Under the Current Management Agreement, incentive fee based on income is calculated for each calendar quarter and may be paid on a quarterly basis if certain thresholds are met. Amounts reflected the Company’s ongoing operating results and reflect the Company’s financial performance over time.

Financial condition, liquidity and capital resources

During the nine months ended September 30, 2021, we generated operating cash flows primarily from interest and fees received on senior secured loans and other debt securities, as well as from sales of selected portfolio company investments or repayments of principal. Net cash used in operating activities for the nine months ended September 30, 2021 was $(14.2) million. Our primary use of cash from operating activities during the period primarily consisted of $(29.0) million in net purchases of investments, excluding PIK capitalization.

Net cash provided by financing activities during the nine months ended September 30, 2021 was $2.9 million. Our source of cash from financing activities consisted of $20.2 million in net debt borrowings under the Credit Facility. Our uses of cash consisted of cash distributions paid of $(14.9) million, purchases of treasury stock of $(1.7) million and payment of debt issuance costs of approximately $(0.8) million.

Contractual obligations

A summary of our significant contractual payment obligations for the repayment of outstanding borrowings at September 30, 2021 is as follows:

	Payments Due By Period (dollars in millions)
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Credit Facility⁽¹⁾	$	59.0	$	—	$	—	$	59.0	$	—
2022 Convertible Notes		143.8		143.8		—		—		—
Interest and Debt Related Payables		2.4		2.4		—		—		—

⁽¹⁾	At September 30, 2021, $206.0 million remained undrawn under our Credit Facility. See Note 4 to the consolidated financial statements.

Off-balance sheet arrangements

In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under these arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. There were no such guarantees outstanding at September 30, 2021 and December 31, 2020. In addition, from time to time, the Company may provide for a commitment to a portfolio company for investment in an existing or new security. At September 30, 2021 and December 31, 2020, the Company was obligated to existing portfolio companies for unfunded commitments of $37.6 million across 30 portfolio companies and $24.3 million across 14 portfolio companies, respectively. Of these total unfunded commitments at September 30, 2021 and December 31, 2020, $4.2 million was related to our equity commitment to BCIC Senior Loan Partners, LLC (see Note 5 to the consolidated financial statements). We maintain sufficient cash on hand and available borrowings to fund such unfunded commitments should the need arise.

Distributions

Our quarterly distributions, if any, are determined by our Board of Directors. 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 cannot assure stockholders that they will receive any distributions at all or distributions at a particular level. The following table lists the quarterly distributions per share from our common stock since September 2019:

Distribution Amount Per Share Outstanding		Record Date	Payment Date
$	0.14	September 16, 2019	October 7, 2019
$	0.14	December 18, 2019	January 8, 2020
$	0.14	March 17, 2020	April 7, 2020
$	0.10	June 1, 2020	July 7, 2020
$	0.10	August 18, 2020	September 29, 2020
$	0.10	November 18, 2020	December 30, 2020
$	0.10	March 17, 2021	April 7, 2021
$	0.10	June 16, 2021	July 7, 2021
$	0.10	September 15, 2021	October 6, 2021
$	0.10	December 16, 2021	January 6, 2022

Tax characteristics of all distributions are reported to stockholders on Form 1099 after the end of the calendar year.

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. Under the Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Company after December 31, 2010 will not be subject to expiration. In addition, such losses must be utilized prior to the losses incurred in the years preceding enactment. 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 for the calendar year;

•

98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31st; and

•

any ordinary income and net capital gains for preceding years that were not distributed during such years.

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. There was no provision for federal excise taxes recorded for the years ended December 31, 2020 and 2019.

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 stockholders. Distributions can be characterized as ordinary income, capital gains and/or return of capital. To the extent that distributions exceed the Company’s current and accumulated earnings and profits, the excess may be treated as a non-taxable return of capital. Distributions that exceed a Company’s taxable income but do not exceed the Company’s current and accumulated earnings and profits, may be classified as ordinary income which is taxable to stockholders.

The Company estimates the source of its distributions as required by Section 19(a) of the 1940 Act. On a quarterly basis, for any payment of dividends estimated to be paid from any other source other than net investment income accrued for current period or certain cumulative periods based on the Section 19(a) requirement, the Company posts a Section 19(a) notice through the Depository Trust Company’s Legal Notice System and its website, as well as sends its registered stockholders a printed copy of such notice along with the dividend payment. The estimates of the source of the distribution are interim estimates based on GAAP that are subject to revision, and the exact character of the distributions for tax purposes cannot be determined until the final books and records are finalized for the calendar year. Therefore, these estimates are made solely in order to comply with the requirements of Section 19(a) of the 1940 Act and should not be relied upon for tax reporting or any other purposes and could differ significantly from the actual character of distributions for tax purposes. For the $0.10 dividend paid on October 6, 2021, the Company posted a Section 19(a) notice with an estimate that approximately $0.08 was from net investment income and approximately $0.02 was estimated to be a return of capital. Based on GAAP results, including the hypothetical liquidation basis gain incentive accrual (see Note 3 to the consolidated financial statements), for the three months ended September 30, 2021, approximately $0.07 was from net investment income and approximately $0.03 was estimated to be a return of capital. For Consolidated Statements of Changes in Net Assets, sources of distribution to stockholders will be adjusted on an annual basis, if necessary, and calculated in accordance with federal income tax regulations.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, except as discussed below, if we declare a distribution, stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan as to receive cash distributions. Additionally, if the Company makes a distribution to be paid in cash or in stock at the election of stockholders as of the applicable dividend record date (a “Cash/Stock Distribution”), the terms are subject to the amended Plan dated May 13, 2020 described below (see Note 7 to the consolidated financial statements).

On March 6, 2018, the Board of Directors of the Company adopted amendments to the Company’s dividend reinvestment plan (the “Plan”). Under the terms of the amended Plan, if the Company declares a dividend or determines to make a capital gain or other distribution, the reinvestment plan agent will acquire shares for the participants’ accounts, depending upon the following circumstances, (i) through receipt of additional unissued but authorized shares from the Company (“newly issued shares”) and/or (ii) by purchase of outstanding 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 shares on behalf of the participants. The number of newly issued 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 from the Company, either (a) invest the distribution amount in newly issued shares on behalf of the participants or (b) invest the distribution amount in shares acquired on behalf of the participants in open-market purchases.

will receive the distribution in cash subject to any rules applicable to the distribution that may limit the portion of the distribution the Company is required to pay in cash. If the stockholder is a Plan participant and elects to receive the Cash/Stock Distribution in stock, the stockholder will receive the distribution in newly issued Common Shares. The number of newly issued Common Shares credited to the stockholders' 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 Plan. This feature of the Plan means that, under certain circumstances, we may issue shares of our common stock at a price below net asset value per share, which could cause our stockholders to experience dilution. We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. Also, we may be limited in our ability to make 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 debt arrangements.

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 payment-in-kind interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accretion 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 income or excise taxes. In order to satisfy the annual distribution requirement applicable to RICs, we may 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 sufficient portion of such dividend is paid in cash and certain requirements are met, the entire distribution would generally be treated as a dividend for U.S. federal income tax purposes.

Recent developments

On November 2, 2021, the Company’s Board of Directors declared a distribution of $0.10 per share, payable on January 6, 2022 to stockholders of record at the close of business on December 16, 2021.

Notice is hereby given in accordance with Section 23(c) of the 1940 Act that from time to time the Company may purchase shares of its common stock in the open market at prevailing market prices.

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, 99% of our yielding debt investments, at fair value, bore interest based on floating rates, such as LIBOR, 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. Of those yielding floating rate debt investments, 92% contained an interest rate floor. 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 our earnings that may result from changes in the level of interest rates. Since 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. The Company’s Credit Facility bears interest at variable rates with a reference rate floor of 0.00%, while our 2022 Convertible Notes bear interest at a fixed rate. 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.

The following table shows the approximate annual impact on net investment income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) to our debt portfolio and outstanding borrowings as of September 30, 2021, assuming no changes to our investment and borrowing structure:

	Net Investment Income⁽¹⁾		Net Investment Income Per Share⁽¹⁾
Basis Point Change ($ in millions, except per share data)
Up 400 basis points	$	13.2	$	0.18
Up 300 basis points	$	8.9	$	0.12
Up 200 basis points	$	4.6	$	0.06
Up 100 basis points	$	0.5	$	0.01
Down 100 basis points	$	0.0	$	0.00

⁽¹⁾

Excludes the impact of incentive management fees based on income

While hedging activities may help to insulate us against adverse changes in interest rates, they also may limit our ability to participate in the beneficial interest rates with respect to our portfolio of investments. There can be no assurance that we will be able to effectively hedge our interest rate risk. During the three and nine months ended September 30, 2021 and 2020, we did not engage in any interest rate hedging activity.

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934). Based on that evaluation, our Interim Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. In addition, there was no material impact to our internal controls over financial reporting while the majority of the Advisor’s employees were working remotely due to COVID-19. 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 controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we and the Advisor may be a party to certain legal proceedings incidental to the normal course of our business, including the enforcement of our rights under contracts with our portfolio companies. Further, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we cannot predict the outcome of these legal proceedings with certainty, we do not expect that these proceedings will have a material effect on our consolidated financial statements.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factor discussed below and the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”), which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report and discussed below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

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

Sales of unregistered securities

None.

Issuer purchases of equity securities

The following table provides information regarding our purchases of our common stock for each month in the nine months period ended September 30, 2021:

Period	Average Price Paid per Share⁽¹⁾		Total Number of Shares Purchased		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 2021	$	—		—		—		7,500,000
February 2021		—		—		—		7,500,000
March 2021		3.40		256,062		256,062		7,243,938
April 2021		3.65		58,743		58,743		7,185,195
May 2021		3.92		15,916		15,916		7,169,279
June 2021		3.94		6,285		6,285		7,162,994
July 2021		3.93		20,419		20,419		7,142,575
August 2021		4.10		50,791		50,791		7,091,784
September 2021		3.94		61,829		61,829		7,029,955
	$	3.62		470,045		470,045

⁽¹⁾	The average price paid per share includes $0.03 commission fee per share.

The repurchase plan does not obligate us to acquire any specific number of shares and may be discontinued at any time. We intend to fund any repurchases with available cash and borrowings under the Credit Facility.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None.

Item 6. Exhibits.

(a)

Exhibits.


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 By-laws of the Registrant (3)

4.1		Form of Stock Certificate of the Registrant (4)

31.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*		Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith

(1)	Previously filed with the Registrant’s Registration Statement on Form 10 (Commission File No. 000-51327), as amended, originally filed on May 24, 2005.

(2)	Previously filed with the Registrant’s Form 8-K dated as of March 9, 2015.

(3)	Previously filed with the Registrant’s Form 8-K dated as of April 30, 2018.

(4)	Previously filed with the Registrant’s pre-effective Amendment No. 2 to the Registration Statement on Form N-2 (Commission File No. 333-141090), filed on June 14, 2007.

SIGNATURES

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

	BLACKROCK CAPITAL INVESTMENT CORPORATION

Date: November 3, 2021	By:	/s/ James E. Keenan
		James E. Keenan
		Interim Chief Executive Officer

Date: November 3, 2021	By:	/s/ Abby Miller
		Abby Miller
		Chief Financial Officer and Treasurer

bkcc-ex311_6.htm

EXHIBIT 31.1

CEO CERTIFICATION

I, James E. Keenan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BlackRock Capital Investment Corporation;

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 consolidated financial statements, and other financial information included in this report, fairly present in all material respects the consolidated financial condition, consolidated results of operations and consolidated cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer 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 consolidated 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 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 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/ James E. Keenan
		James E. Keenan
		Interim Chief Executive Officer

bkcc-ex312_7.htm

EXHIBIT 31.2

CFO CERTIFICATION

I, Abby Miller, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BlackRock Capital Investment Corporation;

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/ Abby Miller
		Abby Miller
		Chief Financial Officer and Treasurer

bkcc-ex32_8.htm

EXHIBIT 32

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of BlackRock Capital Investment Corporation (the “Company”) for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), James E. Keenan, as Interim Chief Executive Officer of the Company, and Abby Miller, as Chief Financial Officer and Treasurer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(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 consolidated financial condition and consolidated results of operations of the Company.



/s/ James E. Keenan
Name:	James E. Keenan
Title:	Interim Chief Executive Officer
Date:	November 3, 2021

/s/ Abby Miller
Name:	Abby Miller
Title:	Chief Financial Officer and Treasurer
Date:	November 3, 2021