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Investor PresentationNovember 2023 BLACKROCK CAPITAL INVESTMENT
CORPORATION FILED BY BLACKROCK CAPITAL INVESTMENT CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: BLACKROCK CAPITAL
INVESTMENT CORPORATION.FILE NO. OF RELATED REGISTRATION STATEMENT: 814-00712
Important Notice 2 Prospective investors considering an investment in BlackRock
Capital Investment Corporation (“BKCC,” the “Company”, “we”, “us” or “our”) should consider the investment objectives, risks and expenses of the Company carefully before investing. This information and other information about the Company are
available in the Company’s filings with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website at www.sec.gov and the Company’s website at www.blackrockbkcc.com. Prospective investors should read these
materials carefully before investing. This presentation (the “Presentation”) is solely for information and discussion purposes and must not be relied upon for any other purpose. This Presentation includes the slides that follow, copies of this
Presentation and any materials distributed in connection with this Presentation. By reading the Presentation slides, you will be deemed to have (i) agreed to the following limitations and notifications and made the following undertakings and
(ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of this Presentation. Forward-Looking Statements Some of the statements in this Presentation constitute
forward-looking statements because they relate to future events, future performance or financial condition or the merger of BKCC with and into a subsidiary of TCPC (the “Merger”). The forward-looking statements may include statements as to:
future operating results of TCPC, BKCC or, following the Merger, the combined company and distribution projections; business prospects of TCPC, BKCC or, following the Merger, the combined company and the prospects of each of their respective
portfolio companies; and the impact of the investments that TCPC, BKCC or, following the Merger, the combined company expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project”
and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this Presentation involve risks and uncertainties. Certain factors could cause actual
results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the Merger closing; (ii) the expected synergies and savings associated with the Merger; (iii) the
ability to realize the anticipated benefits of the Merger, including the expected accretion to net investment income and the elimination or reduction of certain expenses and costs due to the Merger; (iv) the percentage of BKCC and TCPC
stockholders voting in favor of the proposals submitted for their approval; (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of
the Merger may not be satisfied or waived; (vii) risks related to diverting management’s attention from ongoing business operations; (viii) the risk that stockholder litigation in connection with the Merger may result in significant costs of
defense and liability; (ix) changes in the economy, financial markets and political environment, including the impacts of inflation and rising interest rates; (x) risks associated with possible disruption in the operations of BKCC and TCPC or
the economy generally due to terrorism, war or other geopolitical conflict (including the current conflict between Russia and Ukraine), natural disasters or public health crises and epidemics; (xi) future changes in laws or regulations
(including the interpretation of these laws and regulations by regulatory authorities); (xii) conditions in BKCC’s and TCPC’s operating areas, particularly with respect to business development companies or regulated investment companies; and
(xiii) other considerations that may be disclosed from time to time in BKCC’s and TCPC’s publicly disseminated documents and filings. BKCC has based the forward-looking statements included in this Presentation on information available to it on
the date of this Presentation, and BKCC assumes no obligation to update any such forward-looking statements. Although BKCC undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information,
future events or otherwise, you are advised to consult any additional disclosures that it may make directly to you or through reports that BKCC in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on
Form 10-Q and current reports on Form 8-K.
Important Notice 3 No Offer or Solicitation This Presentation is not, and under
no circumstances is it to be construed as, a prospectus or an advertisement and this Presentation is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in BKCC,
TCPC or in any fund or other investment vehicle managed by BlackRock or any of its affiliates. Additional Information and Where to Find It This Presentation includes statements related to the Merger, along with related proposals for which
stockholder approval is being sought (collectively, the “Proposals”). In connection with the Merger, each of BKCC and TCPC have filed with the SEC a registration statement on Form N-14 (the “Registration Statement”), which includes a joint
proxy statement of BKCC and TCPC and prospectus of TCPC (the “Joint Proxy Statement”). The Joint Proxy Statement and Registration Statement contain important information about BKCC, TCPC, the Merger and related matters. This Presentation does
not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. STOCKHOLDERS OF BKCC AND TCPC ARE URGED TO READ THE JOINT PROXY STATEMENT AND REGISTRATION STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BCIC, TCPC, THE MERGER AND RELATED MATTERS. Investors and security holders are able to obtain the documents filed with the SEC free of
charge at the SEC’s website, http://www.sec.gov and, for documents filed by BKCC, from BKCC’s website at http://www.blackrockbkcc.com, and, for documents filed by TCPC, from TCPC’s website at http://www.tcpcapital.com. Participants in the
Solicitation BKCC and TCPC and their respective directors, certain of their respective executive officers and certain other members of management and employees and officers of BlackRock Capital Investment Advisors, LLC and Tennenbaum Capital
Partners, LLC, as applicable, and their respective affiliates may be deemed to be participants in the solicitation of proxies from the stockholders of BKCC and TCPC in connection with the Proposals and the Merger. Information about the
directors and executive officers of BKCC and TCPC is set forth in the Joint Proxy Statement. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the BKCC and TCPC stockholders
in connection with the Merger is contained in the Joint Proxy Statement and other relevant materials filed with the SEC. These documents may be obtained free of charge from the sources indicated above.
BlackRock Capital Investment Corporation Overview 4 BlackRock Capital
Investment Corporation (NASDAQ: BKCC) is a publicly traded and externally-managed BDC (business development company). Provides middle-market companies with flexible financing solutions across the capital structure, but with a focus on senior
secured debt with an emphasis on first lien loans. Seeks and invests in opportunities which offer an attractive risk-adjusted return, while creating long-term partnerships with growing middle-market companies. Managed by a wholly owned
indirect subsidiary13 of BlackRock, Inc. (“BlackRock”) since March 6, 2015. BlackRock is the largest asset manager globally with approximately $9.1 trillion under management, as of September 30, 2023. Positioned for long-term strength and
stable earnings; the below milestones represent significant progress towards the Company’s portfolio targets (page 11): First lien debt increased to 85% at September 30, 2023, an increase from 79% at December 31, 2022 and 74% at December 31,
2021; and Number of portfolio companies increased to 120 at September 30, 2023, from 116 at December 31, 2022 and 86 at December 31, 2021. Modest leverage of 0.84x at September 30, 2023 provides flexibility to grow the portfolio and continue
to increase Net Investment Income. BlackRock’s scope and scale enhances sourcing channels and provides informational advantage via company, sector and macro level insights and integration of Tennenbaum Capital Partners, LLC into BlackRock in
2018 helped add value for stockholders through increased deal flow. Under BlackRock’s management, from March 6, 2015 to September 30, 2023, we have deployed capital of approximately $2.0 billion, of which approximately $1.1 billion has been
exited with a gross IRR of 10.0%. Evaluated over 7,100 investment opportunities and completed investments in 338 portfolio companies since inception. Has provided in excess of $5.8 billion in capital to middle-market companies since
inception. Key Metrics as of September 30, 2023 Investment Portfolio6: $595.3 million Dividend Yield9: 10.8% Net Assets: $317.6 million or $4.38 per share4 Share Price: $3.71 Market Capitalization: $269.2 million Quarterly Dividend
Coverage10: 131% Please see Notes to the Investor Presentation on page 16.
Proposed Merger with BlackRock TCP Capital Corp. 5 On September 6, we announced
that the Company and its affiliated BDC, BlackRock TCP Capital Corp. (“TCPC”), have entered into a definitive agreement pursuant to which the Company will merge with and into a wholly owned, indirect subsidiary of TCPC, subject to shareholder
approval, customary regulatory approvals and other closing conditions. The proposed merger is expected to result in a combined company that benefits from: More efficient access to capital Potential for improved trading dynamics Combined
operating efficiencies Enhanced scale; and A base management fee reduction in conjunction with a successful closing of the transaction. Combines two very similar portfolios, with a substantially similar investment team continuing to manage
the combined portfolio. The transaction is expected to close in the first calendar quarter of 2024, with the combined company continuing to trade on the Nasdaq Global Select Market under the ticker symbol “TCPC”. Please see Notes to the
Investor Presentation on page 16.
Select Historical Financial Information 6 Items above may not foot or cross-foot
due to rounding. Please see Notes to the Investor Presentation on page 16.
Portfolio Activity 7 Note: Items above may differ from public filings due to
rounding. Please see Notes to the Investor Presentation on page 16.
Portfolio Status 8 Note: Items above may differ from public filings due to
rounding. Please see Notes to the Investor Presentation on page 16. Portfolio by Internal Investment Rating (by FMV) Portfolio by Non-Accrual Status (by FMV)
Portfolio Composition by Fair Value at 9/30/2023 9 Portfolio Composition by
Issuer Portfolio Composition by Industry15 Portfolio Composition by Asset Class Note: Items above may differ from public filings due to rounding
Portfolio Evolution 10 Please see Notes to the Investor Presentation on page
16. Investment Cost / FMV
11 Portfolio Construction Targets Non-core Asset % First Lien % Number of
Portfolio Companies Equity / Unsecured Asset % 0% Pursuit of a deliberate strategy to increase % of first lien investments in the portfolio Create a well diversified portfolio and reduce idiosyncratic risk by increasing the number of
portfolio companies Reduce above average volatility associated with non-core assets Very Limited Equity and Unsecured exposure in the portfolio, with such exposure targeted at less than 5% Note: These targets are forward-looking statements
based on current market conditions and certain assumptions with respect to our future performance that, in turn, are subject to numerous risks and uncertainties. No assurance can be given that we will achieve our targets and actual results may
differ materially.
Leverage Profile 12 Please see Notes to the Investor Presentation on page
16. Quarterly Leverage Metrics Asset coverage ratio7 of 214% represents a $81.0 million cushion to the minimum required ratio of 150% per BDC regulations7 and under the terms of our revolving credit facility, subject to leverage
restrictions8. Undrawn credit facility8 amount of $81.0 million as of 9/30/23.
Debt Summary 13 Please see Notes to the Investor Presentation on page
16. Summary of Borrowings Debt Maturity Profile Comparison of Debt Investments and Borrowings
Reconciliation of Net Investment Income/(Loss) 14 Items above may not foot or
may differ from public filings due to rounding. Please see Notes to the Investor Presentation on page 16.
Internal Investment Rating System Overview 15 BlackRock Capital Investment
Advisors, LLC (the “Advisor”)13 employs a grading system for its entire portfolio in which all loans are rated 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. 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.
Notes to the Investor Presentation 16 Income statement data per share excludes
the impact of diluted weighted average shares outstanding. Includes PIK interest and dividends earned during the period presented. As adjusted: The Company reports its financial results in accordance with GAAP; however, management believes
evaluating the Company’s ongoing operating results may be enhanced if investors have additional non-GAAP financial measures. Amounts are adjusted to remove the GAAP accrual (reversal) for incentive fees based on capital gains, and to include
only the incremental incentive fee based on income. Adjusted amounts reflect the fact that no incentive fees on capital gains were realized and payable to the Advisor for Q3 2023. 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. The Company’s investment advisor had agreed to waive the incentive fee based on income through June 30, 2019. The Advisor voluntarily
waived a portion of its incentive fees based on income from July 1, 2019 through September 30, 2021. Pre-Incentive Fee: Amounts are adjusted to remove all incentive fees. Balance sheet per share data utilizes total shares outstanding at end
of period. Net leverage is calculated as the ratio between (A) and (B) at the end of respective periods: (A) debt, excluding unamortized debt issuance costs, less available cash and receivable for investments sold, plus payable for investments
purchased, and (B) net asset value. Total investment portfolio excludes cash and cash equivalents. Asset coverage ratio represents the ratio of total assets less non-debt liabilities to total indebtedness. On May 1, 2020, the Company’s
stockholders approved a reduction in the minimum asset coverage ratio requirement from 200% to 150%, which went into effect on May 2, 2020. On September 6, 2023, the Company entered into the eighth amendment under the Credit Facility which (i)
extended the maturity date of the loans made under the Credit Facility from April 23, 2025 to September 6, 2028, (ii) extended the termination date of the commitments available under the Credit Facility from April 23, 2024 to September 6, 2027,
(iii) reduced the applicable margin to be applied to interest on the loans by 25 basis points per annum to either 1.75% or 2.00% for Benchmark-based borrowings and to 0.75% or 1.00% for ABR-based borrowings depending on the ratio of the
borrowing base to certain committed indebtedness, (iv) reduced the commitment fee on unused commitments from 40 basis points per annum to 37.5 basis points per annum, and (v) subject to certain closing conditions being met, permits the Company
to merge with and into an indirect wholly-owned subsidiary of TCPC (“Merger Sub”), with Merger Sub continuing as the surviving company and as a wholly-owned indirect subsidiary of TCPC. The Credit Facility (a) provides for amounts to be drawn
up to $265,000,000, by which the Company may seek an increase in the commitments to $325,000,000 (subject to satisfaction of certain conditions, including obtaining commitments), (b) has a maturity date of September 6, 2028 and (c) requires 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 and its
subsidiaries. Dividend yield is calculated by annualizing the most recent quarterly dividend announced on this release date as a percentage of the closing stock price as of the end of the quarter. Dividend Coverage for any period represents
the ratio of GAAP net investment income for that period to dividend declared during the same period. Exclusive of amounts due to restructurings, if applicable. On April 21, 2022, the Company entered into a Master Note Purchase Agreement
governing the issuance on June 9, 2022, of $92.0 million in aggregate principal amount of senior unsecured notes in two tranches to qualified institutional investors in a private placement (the “2025 Private Placement Notes”). The Company
issued $35.0 million with a fixed interest rate of 5.82%, with interest to be paid semi-annually, beginning on December 9, 2022, and the Company issued $57.0 million with a rate equal to SOFR plus 3.14% with interest to be paid quarterly,
beginning on September 9, 2022. For more information, please refer to the Form 8-K as filed with the SEC on April 22, 2022. As compared to the outstanding par amount of $92.0 million, approximately $91.3 million is recognized as the carrying
value of debt balance (net of unamortized debt issuance cost of approximately $0.7 million) for accounting purposes. On January 16, 2018, we announced that BlackRock Advisors, LLC assigned the Management Agreement, dated March 6, 2015, to a
wholly-owned subsidiary, BlackRock Capital Investment Advisors, LLC (“BCIA”) pursuant to Rule 2a-6 of the 1940 Act. There was no change to fees, nor to the personnel overseeing the provision of investment management services to us. The
weighted average yield for debt investments is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount, divided by (b) the fair value. The calculation excludes exit fees that
are receivable upon repayment of certain loan investments. The weighted average yield for borrowings is calculated based on the contractual rate. The Company uses Global Industry Classification Standard (“GICS”) codes to identify industry
groupings. In connection with the 2025 Private Placement Notes, the Company entered into an interest rate swap to offset interest payable on the fixed rate tranche of the 2025 Private Placement Notes. The notional amount of the interest rate
swap is $35.0 million and matures on June 9, 2025. Under the swap agreement, the Company receives a fixed rate of 2.633% and pays a floating interest rate of SOFR. Note: Schedules may differ from public filings due to rounding.
Corporate Information
Corporate Information 18 Board of Directors* Corporate Officers Other
Information Independent Registered Public Accounting Firm Deloitte & Touche LLP Los Angeles, CA Exchange NASDAQ Global Select Market Listed Security BKCC Common Stock Transfer Agent Computershare P.O. BOX 505000 Louisville, KY,
40233-5000 UNITED STATES Corporate Headquarters 50 Hudson Yards New York, NY 10001 Website www.blackrockbkcc.com James E. Keenan Chairman of the Board Chief Investment Officer and Global Head of Private Debt, BlackRock John R.
Baron** Former Managing Partner of Crystal Ridge Partners, LP Jerrold B. Harris Former President and Chief Executive Officer of VWR Scientific Products Corporation Meridee A. Moore Senior Managing Member of Watershed Asset Management, LLC
William E. Mayer*** Co-founder & Partner at Park Avenue Equity Partners, L.P. Maureen K. Usifer **** Former Chief Financial Officer of Seventh Generation Inc. James E. Keenan Interim Chief Executive Officer Nik
Singhal President Chip Holladay Interim Chief Financial Officer and Interim Treasurer Laurence D. Paredes Corporate Secretary Charles Park Chief Compliance Officer *Full bios are available on the website **Governance Committee
Chair ***Lead Independent Director ****Audit Committee Chair