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10-Q

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, 2023

☐ 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.)

50 Hudson Yards, New York, NY	10001
(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 7, 2023 was 72,571,907.

BLACKROCK CAPITAL INVESTMENT CORPORATION

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

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, 2023 (unaudited) and December 31, 2022	3

	Consolidated Statements of Operations for the three and nine months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	4

	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	5

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	6

	Consolidated Schedules of Investments as of September 30, 2023 (unaudited) and December 31, 2022	7

	Notes to Consolidated Financial Statements (unaudited)	25

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58

Item 4.	Controls and Procedures	59

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	60

Item 1A.	Risk Factors	60

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

Item 3.	Defaults Upon Senior Securities	60

Item 4.	Mine Safety Disclosures	60

Item 5.	Other Information	61

Item 6.	Exhibits	62

SIGNATURES		63

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, 2023			December 31, 2022
	(Unaudited)
Assets
Investments at fair value:
Non-controlled, non-affiliated investments (cost of $603,241,914 and $569,528,145)	$	580,291,076		$	551,686,646
Non-controlled, affiliated investments (cost of $1,139,598 and $3,849,638)		—			3,574,438
Controlled investments (cost of $84,419,465 and $84,922,381)		15,051,000			15,228,000
Total investments at fair value (cost of $688,800,977 and $658,300,164)		595,342,076			570,489,084
Cash and cash equivalents		8,781,026			9,531,190
Interest, dividends and fees receivable		8,039,386			5,515,446
Deferred debt issuance costs		3,101,928			1,055,117
Due from broker		2,227,876			1,946,507
Receivable for investments sold		69,434			12,096
Prepaid expenses and other assets		481,982			510,706
Total assets	$	618,043,708		$	589,060,146

Liabilities
Debt (net of deferred issuance costs of $743,453 and $996,839)	$	275,256,547		$	253,003,161
Income incentive fees payable (see Note 3)		9,235,880			3,403,349
Accrued capital gains incentive fees (see Note 3)		261,077			—
Dividends payable		7,257,191			7,257,191
Management fees payable		2,278,742			2,186,540
Interest and debt related payables		1,851,583			738,719
Interest Rate Swap at fair value		1,669,628			1,332,299
Accrued administrative expenses		225,478			397,299
Payable for investments purchased		—			600,391
Accrued expenses and other liabilities		2,409,378			1,618,844
Total liabilities		300,445,504			270,537,793

Commitments and contingencies (see Note 9)

Net assets
Common stock, par value $.001 per share, 200,000,000 common shares authorized, 84,481,797 issued and 72,571,907 outstanding		84,482			84,482
Paid-in capital in excess of par		850,199,351			850,199,351
Distributable earnings (losses)		(459,311,927	)		(458,387,778	)
Treasury stock at cost, 11,909,890 shares held		(73,373,702	)		(73,373,702	)
Total net assets		317,598,204			318,522,353
Total liabilities and net assets	$	618,043,708		$	589,060,146

Net assets per share	$	4.38		$	4.39

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, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Investment income
Interest income (excluding PIK):
Non-controlled, non-affiliated investments	$	19,406,840		$	14,733,808		$	55,361,062		$	37,986,722
PIK interest income:
Non-controlled, non-affiliated investments		1,568,546			376,854			3,597,013			626,012
Non-controlled, affiliated investments		—			114,909			31,794			347,377
PIK dividend income:
Non-controlled, non-affiliated investments		91,823			81,188			267,205			235,799
Other income:
Non-controlled, non-affiliated investments		273,219			718,634			788,780			1,280,725
Total investment income		21,340,428			16,025,393			60,045,854			40,476,635

Operating expenses
Interest and other debt expenses		5,682,588			3,337,735			15,883,269			8,927,377
Management fees		2,278,742			2,118,115			6,631,122			6,125,146
Incentive fees on income		2,070,446			1,621,402			5,832,531			1,709,758
Incentive fees on capital gains(1)		261,077			—			261,077			(1,544,569	)
Professional fees		529,477			214,022			972,638			724,368
Administrative expenses		225,478			345,707			806,566			1,010,476
Director fees		208,125			149,375			657,125			455,625
Insurance expense		144,452			187,022			468,155			582,894
Investment advisor expenses		17,093			25,819			51,280			77,457
Other operating expenses		405,266			363,161			1,192,695			1,129,757
Total expenses		11,822,744			8,362,358			32,756,458			19,198,289

Net investment income(1)		9,517,684			7,663,035			27,289,396			21,278,346

Realized and unrealized gain (loss) on investments and Interest Rate Swap
Net realized gain (loss):
Non-controlled, non-affiliated investments		204,267			370,660			242,069			1,196,573
Non-controlled, affiliated investments		—			—			(441,906	)		—
Net realized gain (loss)		204,267			370,660			(199,837	)		1,196,573
Net change in unrealized appreciation (depreciation):
Non-controlled, non-affiliated investments		1,248,945			(1,281,032	)		(5,109,339	)		(13,693,406	)
Non-controlled, affiliated investments		—			102,585			(864,398	)		332,256
Controlled investments		52,000			(232,073	)		325,916			690,314
Interest Rate Swap		(196,560	)		(1,015,964	)		(594,314	)		(1,214,658	)
Net change in unrealized appreciation (depreciation)		1,104,385			(2,426,484	)		(6,242,135	)		(13,885,494	)
Net realized and unrealized gain (loss)		1,308,652			(2,055,824	)		(6,441,972	)		(12,688,921	)

Net increase (decrease) in net assets resulting from operations	$	10,826,336		$	5,607,211		$	20,847,424		$	8,589,425

Net investment income per share—basic(1)	$	0.13		$	0.10		$	0.38		$	0.29
Earnings (loss) per share—basic(1)	$	0.15		$	0.08		$	0.29		$	0.12
Weighted average shares outstanding—basic		72,571,907			73,170,323			72,571,907			73,551,057
Net investment income per share—diluted(1)(2)	$	0.13		$	0.10		$	0.38		$	0.29
Earnings (loss) per share—diluted(1)(2)	$	0.15		$	0.08		$	0.29		$	0.12
Weighted average shares outstanding—diluted		72,571,907			73,170,323			72,571,907			83,884,141

(1)

Net investment income and per share amounts displayed above are net of the accrual (reversal) 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, 2023 and for the nine month period ended September 30, 2022 (see Note 3).

(2)

For the nine month period ended September 30, 2022, the impact of the hypothetical conversion of the 2022 Convertible Notes was antidilutive (see Note 8).

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, 2022		72,571,907	$	84,482	$	850,199,351	$	(458,387,778	)	$	(73,373,702	)	$	318,522,353
Net investment income	—		—		—			8,861,492		—				8,861,492
Net realized and unrealized gain (loss)	—		—		—			(344,095	)	—				(344,095	)
Dividends to common stockholders(2)	—		—		—			(7,257,191	)	—				(7,257,191	)
Balance at March 31, 2023		72,571,907	$	84,482	$	850,199,351	$	(457,127,572	)	$	(73,373,702	)	$	319,782,559

Net investment income	—		—		—			8,910,220		—				8,910,220
Net realized and unrealized gain (loss)	—		—		—			(7,406,529	)	—				(7,406,529	)
Dividends to common stockholders(2)	—		—		—			(7,257,191	)	—				(7,257,191	)
Balance at June 30, 2023		72,571,907	$	84,482	$	850,199,351	$	(462,881,072	)	$	(73,373,702	)	$	314,029,059

Net investment income	—		—		—			9,517,684		—				9,517,684
Net realized and unrealized gain (loss)	—		—		—			1,308,652		—				1,308,652
Dividends to common stockholders(2)	—		—		—			(7,257,191	)	—				(7,257,191	)
Balance at September 30, 2023		72,571,907	$	84,482	$	850,199,351	$	(459,311,927	)	$	(73,373,702	)	$	317,598,204


	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, 2021		73,876,987		$	84,478	$	852,360,178		$	(434,303,297	)	$	(68,489,386	)	$	349,651,973
Cumulative effect of adjustment for the adoption of ASU 2020-06(1)	—			—			(4,337,631	)		3,888,233		—				(449,398	)
Repurchase of common stock		(106,308	)	—		—			—				(440,237	)		(440,237	)
Net investment income	—			—		—				6,495,095		—				6,495,095
Net realized and unrealized gain (loss)	—			—		—				(972,721	)	—				(972,721	)
Dividends to common stockholders(2)	—			—		—				(7,380,270	)	—				(7,380,270	)
Balance at March 31, 2022		73,770,679		$	84,478	$	848,022,547		$	(432,272,960	)	$	(68,929,623	)	$	346,904,442

Repurchase of common stock		(420,083	)	—		—			—				(1,586,451	)		(1,586,451	)
Issuance of common stock from the conversion of the 2022 Convertible Notes		3,546			4		29,996		—			—				30,000
Net investment income	—			—		—				7,120,216		—				7,120,216
Net realized and unrealized gain (loss)	—			—		—				(9,660,376	)	—				(9,660,376	)
Dividends to common stockholders(2)	—			—		—				(7,363,184	)	—				(7,363,184	)
Balance at June 30, 2022		73,354,142		$	84,482	$	848,052,543		$	(442,176,304	)	$	(70,516,074	)	$	335,444,647

Repurchase of common stock		(463,911	)	—		—			—				(1,705,878	)		(1,705,878	)
Net investment income	—			—		—				7,663,035		—				7,663,035
Net realized and unrealized gain (loss)	—			—		—				(2,055,824	)	—				(2,055,824	)
Dividends to common stockholders(2)	—			—		—				(7,312,237	)	—				(7,312,237	)
Balance at September 30, 2022		72,890,231		$	84,482	$	848,052,543		$	(443,881,330	)	$	(72,221,952	)	$	332,033,743

(1)

See Note 4 for further information related to the adoption of ASU 2020-06.

(2)

Sources of dividends 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 month periods ended September 30, 2023, June 30,2023 and March 31, 2023, it is estimated that there was no return of capital based on book income. For the three months ended September 30, 2022, it is estimated that there was no return of capital based on book income. For the three months ended June 30, 2022, it is estimated that $242,968 out of the total $7,363,184 dividend was from a return of capital based on book income. For the three months ended March 31, 2022, it is estimated that $885,175 out of the total $7,380,270 dividend 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 Cash Flows

(Unaudited)


	Nine Months Ended
	September 30, 2023			September 30, 2022
Operating activities
Net increase (decrease) in net assets resulting from operations	$	20,847,424		$	8,589,425
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		199,837			(1,196,573	)
Net change in unrealized (appreciation) depreciation of investments		5,647,821			12,670,836
Net change in unrealized (appreciation) depreciation on Interest Rate Swap		594,314			1,214,658
Interest and dividend income paid in kind		(3,896,012	)		(1,209,188	)
Net amortization of investment discounts and premiums		(2,806,533	)		(2,533,470	)
Amortization of deferred debt issuance costs		709,973			868,344
Changes in assets and liabilities:
Purchase of investments		(95,567,565	)		(194,380,774	)
Proceeds from disposition of investments		70,809,059			164,537,110
Decrease (increase) in interest, dividends and fees receivable		(1,763,540	)		439,326
Decrease (increase) in due from broker		(185,085	)		(1,878,136	)
Decrease (increase) in receivable for investments sold		(57,338	)		275,036
Decrease (increase) in prepaid expenses and other assets		28,724			66,285
Increase (decrease) in payable for investments purchased		(600,391	)		(8,146,967	)
Increase (decrease) in interest and debt related payables		1,112,864			713,783
Increase (decrease) in management fees payable		92,202			(4,404	)
Increase (decrease) in income incentive fees payable		5,832,531			1,520,743
Increase (decrease) in accrued capital gains incentive fees		261,077			(1,544,569	)
Increase (decrease) in Interest Rate Swap at fair value		(353,268	)		—
Increase (decrease) in accrued administrative expenses		(171,821	)		(38,518	)
Increase (decrease) in accrued expenses and other liabilities		790,534			(112,158	)
Net cash provided by (used in) operating activities		1,524,807			(20,149,211	)

Financing activities
Draws on Credit Facility		66,000,000			214,000,000
Repayments of Credit Facility draws		(44,000,000	)		(98,000,000	)
Dividends paid to common stockholders		(21,771,573	)		(22,136,426	)
Payments of debt issuance costs		(2,503,398	)		(1,152,052	)
Repayment of 2022 Convertible Notes		—			(143,720,000	)
Proceeds from issuance of 2025 Private Placement Notes		—			92,000,000
Repurchase of common shares		—			(3,732,566	)
Net cash provided by (used in) financing activities		(2,274,971	)		37,258,956

Net increase (decrease) in cash and cash equivalents		(750,164	)		17,109,745
Cash and cash equivalents at beginning of period		9,531,190			12,750,121
Cash and cash equivalents at end of period	$	8,781,026		$	29,859,866

Supplemental cash flow information
Interest payments	$	13,753,295		$	6,678,112
Tax payments	$	81,001		$	80,464
Share issuance — conversion of 2022 Convertible Notes	$	—		$	30,000

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments

September 30, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	SOFR(M)		1.00	%		6.75	%		12.18	%	4/15/2026	$	2,117,008	$	2,097,532		$	2,061,966
ALCV Purchaser, Inc. (AutoLenders)	First Lien Revolver	SOFR(M)/(Q)		1.00	%		6.75	%		12.22	%	4/15/2026	$	233,430		231,657			227,361
																2,329,189			2,289,327
Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	SOFR(Q)		1.00	%		5.75	%		11.49	%	4/30/2027	$	2,493,328		2,460,515			2,398,582

Capital Markets
Pico Quantitative Trading, LLC	First Lien Term Loan (1.0% Exit Fee)	SOFR(Q)		1.50	%		7.25	%		12.92	%	2/7/2025	$	500,000		492,978			504,500
Pico Quantitative Trading, LLC	First Lien Incremental Term Loan	SOFR(Q)		1.50	%		7.25	%		12.88	%	2/7/2025	$	560,228		546,699			560,228
																1,039,677			1,064,728
Commercial Services & Supplies
Kellermeyer Bergensons Services, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		11.52	%	11/7/2026	$	1,572,712		1,566,729			1,487,786
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		1.00	%		6.00	%		11.52	%	11/7/2026	$	346,012		344,606			327,328
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		1.00	%		6.00	%		11.52	%	11/7/2026	$	479,275		477,352			453,394
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.38	%	8/23/2028	$	1,355,927		1,327,660			1,334,097
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.39	%	8/23/2028	$	742,053		695,262			690,668		M
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Revolver	PRIME		0.75	%		5.00	%		13.50	%	8/23/2027	$	149,047		138,990			141,938		M
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.82	%	8/31/2029	$	2,615,252		2,583,427			2,481,874
																7,134,026			6,917,085
Construction & Engineering
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		11.65	%	3/31/2028	$	3,250,358		3,185,351			3,113,843
CSG Buyer, Inc. (Core States)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		11.65	%	3/31/2028	$	—		(10,731	)		(45,071	)	M
CSG Buyer, Inc. (Core States)	First Lien Revolver	SOFR(Q)		1.00	%		6.00	%		11.65	%	3/31/2028	$	—		(10,731	)		(22,536	)	M
Geo Parent Corporation	First Lien Term Loan	SOFR(S)		—			5.25	%		10.80	%	12/19/2025	$	737,161		725,266			718,732
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		12.02	%	11/23/2027	$	3,538,800		3,465,763			3,425,559
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.50	%		12.02	%	11/23/2027	$	4,945,106		4,872,601			4,786,863
Homerenew Buyer, Inc. (Project Dream)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		12.00	%	11/23/2027	$	963,053		949,737			924,531		M
LJ Avalon Holdings, LLC (Ardurra)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.77	%	2/1/2030	$	1,742,930		1,694,723			1,715,043
LJ Avalon Holdings, LLC (Ardurra)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.50	%		11.79	%	2/1/2030	$	100,604		89,453			89,241		M
LJ Avalon Holdings, LLC (Ardurra)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.77	%	2/1/2029	$	—		(7,586	)		(4,545	)	M
Vortex Companies, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		11.32	%	9/4/2029	$	332,031		324,670			324,561
Vortex Companies, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.00	%		11.32	%	9/4/2029	$	77,149		74,764			72,314		M
Vortex Companies, LLC	First Lien Revolver	SOFR(M)/PRIME		1.00	%		6.00	%		11.73	%	9/4/2029	$	9,578		7,843			7,820		M/T
																15,361,123			15,106,355
Consumer Finance
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		14.54	%	9/21/2027	$	5,193,335		5,081,031			4,985,601
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		14.20	%	9/21/2027	$	1,731,112		1,692,686			1,661,867
Lucky US BuyerCo LLC (Global Payments)	First Lien Term Loan	SOFR(M)		1.00	%		7.50	%		12.82	%	3/30/2029	$	2,165,207		2,103,868			2,126,017
Lucky US BuyerCo LLC (Global Payments)	First Lien Revolver	SOFR(M)		1.00	%		7.50	%		12.82	%	3/30/2029	$	—		(7,677	)		(5,030	)	M
Money Transfer Acquisition Inc.	First Lien Term Loan	SOFR(M)		1.00	%		8.25	%		13.67	%	12/14/2027	$	2,545,630		2,499,554			2,499,809
																11,369,462			11,268,264
Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		13.07	%	12/14/2029	$	4,559,359		4,471,651			4,053,270
PVHC Holding Corp.	First Lien Term Loan	SOFR(Q)		2.50	%	5.50% Cash + 0.75% PIK				11.79	%	2/17/2027	$	5,052,806		4,781,894			5,078,070		D
																9,253,545			9,131,340
Distributors
Colony Display LLC	First Lien Term Loan (15% Exit Fee)	SOFR(Q)		1.00	%	6.50% Cash + 3.00% PIK				15.15	%	6/30/2026	$	2,357,302		2,329,676			2,149,859		D

Diversified Consumer Services
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)/(S)		0.75	%		6.25	%		11.64	%	9/14/2029	$	3,176,917		3,114,885			3,130,216
Fusion Holding Corp. (Finalsite)	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		11.64	%	9/15/2027	$	—		(4,663	)		(3,815	)	M

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	SOFR(M)		2.00	%	5.00% Cash + 5.00% PIK				15.47	%	4/30/2025	$	13,522,008	$	13,555,288		$	13,028,357		D/H/J/M
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		—		3.50% Cash + 3.50% PIK				7.00	%	4/30/2025	$	1,681,711		1,681,711			1,688,438		D/H/J
SellerX Germany GmbH (Germany)	First Lien Term Loan Tranche A1	SOFR(Q)		2.00	%	4.50% Cash + 4.50% PIK				14.39	%	5/23/2026	$	6,517,167		6,476,168			6,517,167		D/H/J
SellerX Germany GmbH (Germany)	First Lien Term Loan Tranche A2	SOFR(Q)		2.00	%	4.50% Cash + 4.50% PIK				14.39	%	5/23/2026	$	7,816,043		7,772,810			7,816,043		D/H/J
SellerX Germany GmbH (Germany)	First Lien Delayed Draw Term Loan B	SOFR(Q)		2.00	%	4.50% Cash + 4.50% PIK				14.39	%	5/23/2026	$	—		—			—		D/H/J
Thras.io, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.65	%	12/18/2026	$	7,245,988		7,168,955			5,168,780		O
Thras.io, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		12.65	%	12/18/2026	$	3,037,178		2,991,764			2,166,510		O
Whele LLC (Perch)	First Lien Incremental Term Loan	SOFR(M)		1.00	%	11.50% PIK				16.95	%	10/15/2025	$	6,531,157		6,554,441			5,002,866		D/Q
																49,311,359			44,514,562
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		11.42	%	3/26/2026	$	6,438,127		6,371,574			6,307,433
2-10 Holdco, Inc.	First Lien Revolver	SOFR(M)		0.75	%		6.00	%		11.42	%	3/26/2026	$	—		(2,400	)		(4,877	)	M
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.64	%	8/29/2029	$	4,786,806		4,693,069			4,825,100
Accordion Partners LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.50	%		11.89	%	8/29/2029	$	383,423		380,387			387,257
Accordion Partners LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.25	%		11.62	%	8/29/2029	$	584,733		566,838			589,410
Accordion Partners LLC	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		11.64	%	8/31/2028	$	—		(7,847	)		—		M
Callodine Commercial Finance, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		9.00	%		14.65	%	11/3/2025	$	25,000,000		25,000,000			24,925,000
Callodine Commercial Finance, LLC	Subordinated Debt	SOFR(M)		0.25	%		8.50	%		14.06	%	10/8/2027	$	5,000,000		5,000,000			4,980,000		R
GC Champion Acquisition LLC (Numerix)	First Lien Term Loan	SOFR(S)		1.00	%		6.75	%		11.28	%	8/21/2028	$	7,122,636		7,002,637			6,980,896
GC Champion Acquisition LLC (Numerix)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.75	%		11.28	%	8/21/2028	$	1,978,510		1,943,176			1,939,138
Gordon Brothers Finance Company	Unsecured Debt	LIBOR(M)		1.00	%		11.00	%		18.43	%	10/31/2021	$	37,183,232		37,183,232			15,051,000		G/Q/S
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC)	Second Lien Term Loan	SOFR(M)		1.00	%		8.50	%		13.94	%	7/5/2026	$	5,000,000		4,941,725			4,900,000
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)/(S)		1.00	%		6.25	%		10.77	%	10/4/2027	$	5,175,677		5,152,950			5,080,452		M
Wealth Enhancement Group, LLC	First Lien Revolver	SOFR(Q)		1.00	%		6.25	%		10.77	%	10/4/2027	$	—		(1,558	)		(5,405	)	M
Worldremit Group Limited (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	SOFR(M)/(Q)		1.00	%		9.25	%		14.79	%	2/11/2025	$	11,300,000		11,208,855			10,994,900		H/J
																109,432,638			86,950,304
Health Care Providers & Services
INH Buyer, Inc. (IMS Health)	First Lien Term Loan (1.5% Exit Fee)	SOFR(Q)		1.00	%	3.50% Cash + 3.50% PIK				12.49	%	6/28/2028	$	2,754,986		2,712,784			2,275,619		D
Opco Borrower, LLC (Giving Home Health Care)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.99	%	8/19/2027	$	324,805		322,183			326,916
Opco Borrower, LLC (Giving Home Health Care)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.99	%	8/19/2027	$	—		(245	)		—		M
Outcomes Group Holdings, Inc.	Second Lien Term Loan	SOFR(Q)		—			7.50	%		13.02	%	10/26/2026	$	5,769,231		5,764,532			5,278,846		O
Outcomes Group Holdings, Inc.	Second Lien Term Loan	SOFR(Q)		0.50	%		7.50	%		13.02	%	10/26/2026	$	3,538,462		3,500,036			3,290,769
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.50	%	5/4/2028	$	3,770,105		3,709,702			3,696,588
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.50	%	5/4/2028	$	—		(7,773	)		(28,361	)	M
Team Services Group, LLC	Second Lien Term Loan	SOFR(Q)		1.00	%		9.00	%		14.88	%	11/13/2028	$	6,554,543		6,408,746			5,899,088
																22,409,965			20,739,465
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	SOFR(Q)		1.00	%		7.25	%		12.23	%	5/6/2027	$	2,854,330		2,818,515			2,794,389
Appriss Health, LLC (PatientPing)	First Lien Revolver	SOFR(Q)		1.00	%		7.25	%		12.23	%	5/6/2027	$	—		(2,309	)		(4,026	)	M
CareATC, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		13.26	%	3/14/2026	$	7,664,445		7,588,662			7,526,484
CareATC, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		7.75	%		13.26	%	3/14/2026	$	—		(2,804	)		(6,085	)	M
ESO Solutions, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.40	%	5/3/2027	$	8,380,593		8,261,472			8,104,033
ESO Solutions, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		7.00	%		12.33	%	5/3/2027	$	369,758		362,191			349,422		M
Gainwell Acquisition Corp.	Second Lien Term Loan	SOFR(Q)		1.00	%		8.00	%		13.37	%	10/2/2028	$	2,016,737		2,009,233			1,974,386
Sandata Technologies, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		11.54	%	7/23/2024	$	4,500,000		4,488,465			4,473,000
Sandata Technologies, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		11.55	%	7/23/2024	$	191,298		187,734			191,298
Sandata Technologies, LLC	First Lien Revolver	SOFR(Q)		—			6.00	%		11.53	%	7/23/2024	$	266,667		265,293			263,667		M
																25,976,452			25,666,568

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Hotels, Restaurants & Leisure
OCM Luxembourg Baccarat Bidco S.À R.L. (Interblock) (Slovenia)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.15	%	6/3/2027	$	5,195,124	$	5,113,832		$	5,117,197		H/J
OCM Luxembourg Baccarat Bidco S.À R.L. (Interblock) (Slovenia)	First Lien Revolver	SOFR(M)		0.75	%		6.25	%		11.08	%	6/3/2027	$	314,856		308,597			308,559		H/J/M
Showtime Acquisition, L.L.C. (World Choice)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.97	%	8/7/2028	$	6,094,086		5,926,717			5,982,564
Showtime Acquisition, L.L.C. (World Choice)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.50	%		12.97	%	8/7/2028	$	—		(4,627	)		(6,389	)	M
Showtime Acquisition, L.L.C. (World Choice)	First Lien Revolver	SOFR(Q)		1.00	%		7.50	%		12.97	%	8/7/2028	$	—		(11,574	)		(7,986	)	M
																11,332,945			11,393,945
Insurance
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(S)		0.75	%		5.75	%		11.08	%	8/31/2029	$	4,090,838		4,018,834			4,049,930
AmeriLife Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		5.75	%		10.62	%	8/31/2029	$	681,807		666,765			671,554		M
AmeriLife Holdings, LLC	First Lien Revolver	SOFR(S)		0.75	%		5.75	%		10.99	%	8/31/2028	$	85,870		77,366			80,718		M
Integrity Marketing Acquisition, LLC	First Lien Incremental Term Loan	SOFR(Q)		0.75	%		6.50	%		11.92	%	8/27/2026	$	5,129,060		5,054,737			5,129,060
Integrity Marketing Acquisition, LLC	First Lien Incremental Revolver	SOFR(Q)		1.00	%		6.50	%		11.92	%	8/27/2026	$	—		(293,684	)		—		M
IT Parent, LLC (Insurance Technologies)	First Lien Term Loan	SOFR(M)		1.00	%		6.25	%		11.67	%	10/1/2026	$	1,918,852		1,897,365			1,778,776
IT Parent, LLC (Insurance Technologies)	First Lien Revolver	SOFR(M)		1.00	%		6.25	%		11.82	%	10/1/2026	$	225,000		222,241			206,750		M
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		11.43	%	11/1/2028	$	845,954		835,732			837,494
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.00	%		11.43	%	11/1/2028	$	2,116,885		2,093,477			2,095,716
																14,572,833			14,849,998
Internet & Catalog Retail
CommerceHub, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.77	%	12/29/2027	$	2,209,022		2,075,744			2,058,809
Syndigo, LLC	Second Lien Term Loan	SOFR(Q)		0.75	%		8.00	%		13.67	%	12/14/2028	$	4,673,472		4,621,489			4,065,921
																6,697,233			6,124,730
Internet Software & Services
Anaconda, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.92	%	8/22/2027	$	1,938,957		1,922,288			1,904,055
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	SOFR(Q)		0.75	%		8.88	%		14.53	%	10/25/2029	$	7,164,842		7,048,002			5,115,697
Bynder Bidco B.V. (Netherlands)	First Lien Term Loan B	SOFR(Q)		1.00	%		7.25	%		12.60	%	1/26/2029	$	4,653,609		4,526,593			4,572,637		H/J
Bynder Bidco B.V. (Netherlands)	First Lien Revolver B	SOFR(Q)		1.00	%		7.25	%		12.60	%	1/26/2029	$	—		(10,056	)		(6,567	)	H/J/M
Bynder Bidco, Inc. (Netherlands)	First Lien Term Loan A	SOFR(Q)		1.00	%		7.25	%		12.60	%	1/26/2029	$	1,283,754		1,248,715			1,261,417		H/J
Bynder Bidco, Inc. (Netherlands)	First Lien Revolver A	SOFR(Q)		1.00	%		7.25	%		12.60	%	1/26/2029	$	—		(2,770	)		(1,809	)	H/J/M
e-Discovery Acquireco, LLC (Reveal)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.90	%	8/29/2029	$	4,583,333		4,469,560			4,468,750
e-Discovery Acquireco, LLC (Reveal)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.90	%	8/29/2029	$	—		(10,262	)		(10,417	)	M
Gympass US, LLC	First Lien Term Loan	SOFR(M)		1.00	%	4.00% Cash + 4.00% PIK				13.45	%	7/8/2027	$	1,982,895		1,967,813			1,972,981		D
InMoment, Inc.	First Lien Term Loan	SOFR(S)		0.75	%	5.00% Cash + 2.50% PIK				12.34	%	6/8/2028	$	11,679,124		11,488,160			11,335,758		D
Magenta Buyer, LLC (McAfee)	First Lien Incremental Term Loan	Fixed		—			12.00	%		12.00	%	7/27/2028	$	1,300,366		1,190,454			1,046,794		O
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	SOFR(Q)		0.75	%		8.25	%		13.88	%	7/27/2029	$	7,000,000		6,918,548			3,220,000		O
Oranje Holdco, Inc. (KnowBe4)	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		13.12	%	2/1/2029	$	3,336,406		3,259,275			3,333,070
Oranje Holdco, Inc. (KnowBe4)	First Lien Revolver	SOFR(Q)		1.00	%		7.75	%		13.12	%	2/1/2029	$	—		(9,278	)		(417	)	M
Persado, Inc.	First Lien Term Loan (6.575% Exit Fee)	SOFR(M)		1.80	%		7.50	%		12.83	%	6/10/2027	$	4,956,117		4,902,068			4,539,804
Persado, Inc.	First Lien Delayed Draw Term Loan (6.575% Exit Fee)	SOFR(M)		1.80	%		7.50	%		12.83	%	6/10/2027	$	1,328,125		1,321,461			1,216,563
Pluralsight, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		8.00	%		13.45	%	4/6/2027	$	12,069,635		11,905,527			11,647,197
Pluralsight, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		8.00	%		13.44	%	4/6/2027	$	583,340		572,056			550,776		M
Quartz Holding Company (Quick Base)	Second Lien Term Loan	SOFR(M)		—			8.00	%		13.42	%	4/2/2027	$	5,512,958		5,456,727			5,490,906
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.25	%		11.58	%	8/16/2029	$	4,111,714		4,039,584			4,109,247
Sailpoint Technologies Holdings, Inc.	First Lien Revolver	SOFR(M)		0.75	%		6.25	%		11.58	%	8/16/2028	$	—		(5,434	)		(768	)	M
Spartan Bidco Pty Ltd (StarRez) (Australia)	First Lien Term Loan	SOFR(Q)		0.75	%	0.75% Cash + 6.25% PIK				12.50	%	1/24/2028	$	4,029,729		3,966,145			3,993,059		D/H/J
Suited Connector, LLC	First Lien Term Loan	SOFR(Q)		1.00	%	6.00% Cash + 2.00% PIK				13.31	%	12/1/2027	$	1,410,333		1,388,214			936,461		D
Suited Connector, LLC	First Lien Revolver	SOFR(Q)		1.00	%	6.00% Cash + 2.00% PIK				13.36	%	12/1/2027	$	232,569		229,154			154,426		D
																77,782,544			70,849,620
IT Services
Avalara, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.64	%	10/19/2028	$	2,250,000		2,201,377			2,279,250

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Avalara, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		7.25	%		12.64	%	10/19/2028	$	—	$	(4,745	)	$	—		M
Ensono, Inc.	Second Lien Term Loan B	SOFR(M)		—			8.00	%		13.43	%	5/28/2029	$	5,000,000		4,964,384			4,740,000
Idera, Inc.	Second Lien Term Loan	SOFR(Q)		0.75	%		6.75	%		12.27	%	2/4/2029	$	2,867,296		2,852,690			2,709,595
Madison Logic Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.39	%	12/29/2028	$	4,983,727		4,843,377			4,879,069
Madison Logic Holdings, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		7.00	%		12.39	%	12/30/2027	$	—		(9,180	)		(7,549	)	M
Serrano Parent, LLC (Sumo Logic)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.87	%	5/13/2030	$	6,079,701		5,929,436			6,031,064
Serrano Parent, LLC (Sumo Logic)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.87	%	5/13/2030	$	—		(14,395	)		(4,864	)	M
																20,762,944			20,626,565
Leisure Products
Peloton Interactive, Inc.	First Lien Term Loan	SOFR(S)		0.50	%		7.00	%		12.26	%	5/25/2027	$	2,611,731		2,536,444			2,609,119		J/O

Life Sciences Tools & Services
Alcami Corporation	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		12.42	%	12/21/2028	$	2,185,792		2,115,660			2,207,650
Alcami Corporation	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		7.00	%		12.42	%	12/21/2028	$	—		(5,637	)		1,835		M
Alcami Corporation	First Lien Revolver	SOFR(M)		1.00	%		7.00	%		12.42	%	12/21/2028	$	—		(8,984	)		—		M
																2,101,039			2,209,485
Machinery
Sonny's Enterprises, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		12.27	%	8/5/2028	$	6,181,526		6,057,153			6,193,889
Sonny's Enterprises, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		12.27	%	8/5/2028	$	—		(4,734	)		409		M
Sonny's Enterprises, LLC	First Lien Revolver	SOFR(Q)		1.00	%		6.75	%		12.27	%	8/5/2027	$	—		(4,028	)		—		M
																6,048,391			6,194,298
Media
NEP Group, Inc. et al	First Lien Term Loan	SOFR(M)		—			3.25	%		8.68	%	10/20/2025	$	656,884		609,518			633,486		O
NEP Group, Inc. et al	Second Lien Term Loan	SOFR(M)		—			7.00	%		12.43	%	10/19/2026	$	3,131,760		2,953,531			2,455,832		O
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%	6.75% Cash + 0.50% PIK				12.88	%	12/31/2024	$	376,268		371,957			362,346		D
Terraboost Media Operating Company, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		12.04	%	8/23/2026	$	3,613,516		3,565,580			3,281,072		D
																7,500,586			6,732,736
Paper & Forest Products
Alpine Acquisition Corp II (48Forty)	First Lien Term Loan	SOFR(M)		1.00	%		5.75	%		11.43	%	11/30/2026	$	9,987,851		9,818,656			9,688,215
Alpine Acquisition Corp II (48Forty)	First Lien Revolver	SOFR(M)		1.00	%		5.75	%		11.69	%	11/30/2026	$	268,015		254,337			247,914		M
FSK Pallet Holding Corp. (Kamps)	First Lien Term Loan	SOFR(Q)		1.25	%		6.00	%		11.43	%	12/23/2026	$	3,507,402		3,418,193			3,385,344
																13,491,186			13,321,473
Pharmaceuticals
Nephron Pharmaceuticals Corp. et al	First Lien Term Loan	SOFR(Q)		1.50	%		9.00	%		14.57	%	9/11/2026	$	4,516,129		4,337,766			4,335,484

Professional Services
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.75	%		13.12	%	4/26/2030	$	5,007,465		4,924,612			4,306,420
GI Consilio Parent, LLC	Second Lien Term Loan	SOFR(M)		0.50	%		7.50	%		12.93	%	5/14/2029	$	5,000,000		4,967,489			4,920,000
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				12.63	%	8/18/2028	$	11,057,837		10,892,469			10,983,750		D
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				12.63	%	8/18/2028	$	335,245		335,245			315,547		D/M
ICIMS, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.75	%		12.14	%	8/18/2028	$	175,907		160,744			168,850		M
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		14.20	%	2/17/2025	$	9,892,491		9,799,812			9,724,319		H/J
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		14.20	%	2/17/2025	$	5,300,000		5,255,638			5,209,900		H/J
TLE Holdings, LLC	First Lien Term Loan	SOFR(M)		1.00	%		5.50	%		10.92	%	6/28/2024	$	3,790,365		3,663,194			3,733,510
TLE Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		5.50	%		10.92	%	6/28/2024	$	970,359		937,803			955,803
																40,937,006			40,318,099
Real Estate Management & Development
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.25	%		6.00	%		11.84	%	3/2/2026	$	1,866,667		1,866,667			1,849,867		J

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.50	%		11.93	%	3/21/2027	$	4,661,332	$	4,585,980		$	4,622,177
																6,452,647			6,472,044
Road & Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		13.17	%	4/8/2025	$	15,000,000		14,889,408			14,910,000

Semiconductors & Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc	First Lien Term Loan	SOFR(Q)		1.00	%		6.25	%		11.82	%	12/29/2027	$	1,862,750		1,833,423			1,760,299
Emerald Technologies (U.S.) AcquisitionCo, Inc	First Lien Revolver	SOFR(M)		1.00	%		6.00	%		11.43	%	12/29/2026	$	390,162		323,369			331,906		M
																2,156,792			2,092,205
Software
Aerospike, Inc.	First Lien Term Loan (0.50% Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.93	%	12/29/2025	$	2,416,867		2,402,783			2,392,215
Aerospike, Inc.	First Lien Delayed Draw Term Loan (0.50% Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.94	%	12/29/2025	$	1,054,373		1,033,145			1,043,618
AlphaSense, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		12.43	%	3/11/2027	$	8,673,018		8,606,404			8,667,814
Aras Corporation	First Lien Term Loan	SOFR(Q)		1.00	%	3.50% Cash + 3.25% PIK				12.20	%	4/13/2027	$	4,564,483		4,513,987			4,404,727		D
Aras Corporation	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		12.14	%	4/13/2027	$	225,239		221,510			214,489		M
Backoffice Associates Holdings, LLC (Syniti)	First Lien Term Loan	SOFR(S)		1.00	%		7.75	%		12.78	%	4/30/2026	$	4,361,671		4,286,755			4,405,288
Backoffice Associates Holdings, LLC (Syniti)	First Lien Revolver	PRIME		1.00	%		6.75	%		15.10	%	4/30/2026	$	492,791		481,633			492,791		M
Bluefin Holding, LLC (Allvue)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		12.72	%	9/12/2029	$	6,826,923		6,657,360			6,656,250
Bluefin Holding, LLC (Allvue)	First Lien Revolver	SOFR(S)		1.00	%		7.25	%		12.72	%	9/12/2029	$	—		(16,681	)		(16,827	)	M
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.64	%	9/8/2027	$	2,833,333		2,803,542			2,758,817
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Amendment 4 Term Loan	SOFR(Q)		0.75	%	8.00% PIK				13.39	%	9/8/2027	$	838,217		825,664			825,644		D
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		7.25	%		12.64	%	9/8/2027	$	83,019		82,724			80,836
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Revolver	SOFR(Q)		0.75	%		7.25	%		12.64	%	9/8/2027	$	—		(2,829	)		(7,306	)	M
Disco Parent, Inc. (Duck Creek Technologies)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.92	%	3/30/2029	$	5,131,318		5,008,685			5,100,530
Disco Parent, Inc. (Duck Creek Technologies)	First Lien Revolver	SOFR(Q)		1.00	%		7.50	%		12.92	%	3/30/2029	$	—		(11,791	)		(3,079	)	M
Elastic Path Software Inc. (Canada)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		13.03	%	1/6/2026	$	1,893,754		1,882,674			1,888,451		H/J
Elastic Path Software Inc. (Canada)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.50	%		13.18	%	1/6/2026	$	961,395		954,122			958,703		H/J
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	3.50% Cash + 4.00% PIK				12.88	%	5/22/2029	$	4,507,068		4,419,980			4,425,941		D
Fusion Risk Management, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		7.00	%		12.38	%	5/22/2029	$	—		(10,114	)		(9,643	)	M
Grey Orange Incorporated	First Lien Term Loan (3.75% Exit Fee)	SOFR(Q)		1.00	%		7.25	%		12.88	%	5/6/2026	$	1,539,384		1,527,631			1,523,836
Grey Orange Incorporated	First Lien Delayed Draw Term Loan (3.75% Exit Fee)	SOFR(Q)		1.00	%		7.25	%		12.79	%	5/6/2026	$	1,539,384		1,528,691			1,523,836
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				12.27	%	7/9/2029	$	2,023,226		1,990,974			2,021,810		D
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				12.27	%	7/9/2029	$	1,563,410		1,536,848			1,562,315		D
GTY Technology Holdings Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		11.68	%	7/9/2029	$	—		(5,795	)		(244	)	M
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	SOFR(Q)		1.00	%	3.00% Cash + 3.00% PIK				11.54	%	12/17/2027	$	1,867,220		1,832,137			1,804,481		D
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%	3.00% Cash + 3.00% PIK				11.54	%	12/17/2027	$	100,000		97,934			91,040		D/M
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Revolver	SOFR(Q)		1.00	%		6.00	%		11.39	%	12/17/2027	$	—		(1,888	)		(4,480	)	M
JOBVITE, Inc. (Employ, Inc.)	First Lien Term Loan	SOFR(S)		0.75	%		8.00	%		13.43	%	8/5/2028	$	7,017,052		6,865,776			6,885,833
Kaseya Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.75% Cash + 2.50% PIK				11.62	%	6/25/2029	$	7,460,215		7,363,840			7,400,533		D
Kaseya Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.75% Cash + 2.50% PIK				11.62	%	6/25/2029	$	27,819		25,006			24,178		D/M
Kaseya Inc.	First Lien Revolver	SOFR(M)		0.75	%	3.75% Cash + 2.50% PIK				11.57	%	6/25/2029	$	114,489		108,827			110,842		D/M
Kong Inc.	First Lien Term Loan	SOFR(M)		1.00	%	5.50% Cash + 3.25% PIK				14.19	%	11/1/2027	$	2,152,047		2,112,992			2,149,895		D
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		13.40	%	9/15/2025	$	2,114,519		2,097,662			2,060,599
Oversight Systems, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		13.22	%	9/24/2026	$	1,608,107		1,587,319			1,584,306
Oversight Systems, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.75	%		13.22	%	9/24/2026	$	—		(1,291	)		(1,076	)	M

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2023

(Unaudited)


Issuer(N/P)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	First Lien Term Loan	SOFR(Q)		1.00	%	3.00% Cash + 3.50% PIK				11.87	%	5/9/2028	$	6,001,449	$	5,906,274		$	5,954,037		D/H/J
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		11.38	%	5/9/2028	$	196,139		187,042			191,491		H/J/M
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.54	%	3/31/2027	$	3,828,161		3,780,948			3,763,082		H/J
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Revolver	SOFR(Q)		1.00	%		7.00	%		12.52	%	3/31/2027	$	204,792		199,945			197,829		H/J/M
Superman Holdings, LLC (Foundation Software)	First Lien Term Loan	SOFR(Q)		1.00	%		6.13	%		11.52	%	8/31/2027	$	6,039,061		5,936,404			5,972,632
Superman Holdings, LLC (Foundation Software)	First Lien 2023 Incremental Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.13	%		11.52	%	8/31/2027	$	—		(3,896	)		(3,791	)	M
Superman Holdings, LLC (Foundation Software)	First Lien Revolver	SOFR(Q)		1.00	%		6.13	%		11.52	%	8/31/2026	$	—		(4,027	)		(3,624	)	M
Tessian Inc. (United Kingdom)	First Lien Term Loan	SOFR(Q)		1.00	%		8.00	%		13.58	%	3/15/2028	$	2,236,105		2,194,168			2,218,216		H/J
Trintech, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		6.50	%		11.82	%	7/25/2029	$	1,977,857		1,919,093			1,920,302
Trintech, Inc.	First Lien Revolver	SOFR(M)		1.00	%		6.50	%		11.82	%	7/25/2029	$	43,470		39,021			39,042		M
Zendesk, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.50% Cash + 3.50% PIK				12.15	%	11/22/2028	$	5,281,691		5,191,175			5,329,227		D
Zendesk, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.50% Cash + 3.50% PIK				12.15	%	11/22/2028	$	—		(11,127	)		11,678		D/M
Zendesk, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.50	%		11.90	%	11/22/2028	$	—		(9,191	)		—		M
Zilliant Incorporated	First Lien Term Loan	SOFR(M)		0.75	%	2.00% Cash + 4.50% PIK				11.92	%	12/21/2027	$	1,605,549		1,583,100			1,526,877		D
Zilliant Incorporated	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.00% Cash + 4.50% PIK				11.92	%	12/21/2027	$	—		(1,525	)		(18,148	)	D/M
Zilliant Incorporated	First Lien Revolver	SOFR(Q)		0.75	%		6.00	%		11.32	%	12/21/2027	$	—		(2,091	)		(7,259	)	M
																99,711,529			100,108,554
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan)	First Lien Term Loan	SOFR(Q)		2.00	%		6.75	%		12.14	%	8/15/2028	$	4,678,280		4,539,513			4,542,610
Hanna Andersson, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		12.92	%	7/2/2026	$	6,668,313		6,587,692			6,421,585
																11,127,205			10,964,195
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		12.54	%	2/17/2026	$	10,842,857		10,729,131			10,886,229		H/J

Textiles, Apparel & Luxury Goods
James Perse Enterprises, Inc.	First Lien Term Loan	SOFR(S)		1.00	%		6.25	%		11.38	%	9/8/2027	$	9,862,348		9,752,368			9,862,348
James Perse Enterprises, Inc.	First Lien Revolver	SOFR(S)		1.00	%		6.25	%		11.38	%	9/8/2027	$	—		(15,444	)		—		M
																9,736,924			9,862,348
Trading Companies & Distributors
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	Second Lien Term Loan	SOFR(M)		0.75	%		7.50	%		12.92	%	4/8/2027	$	3,539,347		3,489,108			3,493,335

Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.90	%	9/17/2026	$	4,900,000		4,820,922			4,848,060		H/J

Total Debt Investments - 186.2% of Net Assets																629,622,210			591,398,961

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2023

(Unaudited)


Issuer(N/P)	Instrument	Total Coupon			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 Holdings, LLC	Warrants to Purchase Membership Units				2/7/2030		162		14,804		35,501	C/I
									1,862,881		35,501
Chemicals
AGY Equity, LLC	Class A Preferred Stock						4,195,600		1,139,598		—	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
									1,139,598		—
Diversified Consumer Services
Elevate Brands HoldCo	Warrants to Purchase Elevate Common Shares				7/25/2030		1,085		—		124,688	C/I
Elevate Brands HoldCo	Warrants to Purchase Elevate Preferred New Super Senior Shares				7/25/2030		4,261		—		489,674	C/I
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase SellerX Common Shares				7/25/2030		1,464		—		118,657	C/H/I/J
PerchHQ LLC	Warrants to Purchase Common Stock				10/15/2027		45,283		—		—	C/I/K
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares				4/28/2028		182		—		374,920	C/H/I/J
Razor Group GmbH (Germany)	Warrants to Purchase Series C Shares				4/28/2028		55		—		270,050	C/H/I/J
									—		1,377,989
Diversified Financial Services
Gordon Brothers Finance Company	Common Stock						10,612		10,611,548		—	C/G
Gordon Brothers Finance Company	Preferred Stock		13.50	%			34,285		36,624,685		—	C/G/Q
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock				2/11/2031		7,662		—		55,703	C/H/I/J
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock				8/27/2031		508		—		361	C/H/I/J
									47,236,233		56,064
Household Durables
Stitch Holdings, L.P.	Limited Partnership/Limited Liability Company Interests						5,910		5,909,910		—	C/I

Internet Software & Services
SuCo Investors, LP (Suited Connector)	Warrants to Purchase Class A Units				3/6/2033		1,652		—		—	C/I

Media
MBS Parent, LLC	Limited Partnership/Limited Liability Company Interests						546		—		33,503	C/L

Oil, Gas & Consumable Fuels
TER Management Resources, LLC (fka ETX Energy Management Company, LLC)	Limited Partnership/Limited Liability Company Interests						53,815		—		—	C
Trailblazer Energy Resources, LLC (fka ETX Energy, LLC)	Limited Partnership/Limited Liability Company Interests						51,119		—		—	C/K
									—		—
Software
Grey Orange International Inc.	Warrants to Purchase Common Stock				5/6/2032		2,832		—		566	C/I

Trading Companies & Distributors
Blackbird Holdco, Inc. (Ohio Transmission Corp.)	Preferred Stock	12.50% PIK					2,478		3,030,145		2,439,492	D/I

Total Equity Securities - 1.2% of Net Assets									59,178,767		3,943,115

Total Investments - 187.4% of Net Assets								$	688,800,977	$	595,342,076

Cash and Cash Equivalents - 2.8% of Net Assets										$	8,781,026

Total Cash and Investments - 190.2% of Net Assets										$	604,123,102

Interest Rate Swap as of September 30, 2023(U)

Company Receives Fixed

Company Pays Floating

Counterparty

Maturity Date

Payment Frequency

Notional Amount

Fair Value

Interest Rate Swap

2.633%

1 Day SOFR

CME

6/9/2025

Annual

35,000,000

(1,669,628

)

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2023

(Unaudited)

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)

Pursuant to Rule 2a-5 under the Investment Company Act of 1940 (the "1940 Act"), the Company's Board of Directors designated the Advisor as the valuation designee to perform certain fair value functions, including performing fair value determinations. See Note 2 for further details.

(C)

Non-income producing equity securities at September 30, 2023.

(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 interest method.

(E)

Approximately 99.5% 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”, Secured Overnight Financing Rate (“SOFR”), “S”, or other base rate (commonly the Federal Funds Rate or the Prime Rate), “P”, at the borrower’s option. In addition, 96.6% of the fair value of such senior secured loans have floors of 0.50% to 2.50%. 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, 2023 of all contracts within the specified loan facility. LIBOR and SOFR reset monthly (M), quarterly (Q) or semiannually (S).

(F)

Transaction and other information for “non-controlled, affiliated” investments under the 1940 Act, 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 of the Consolidated Schedules of Investments.

(G)

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

(H)

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

(I)

Security is either exempt from registration under Rule 144A of the Securities Act of 1933 (the “Securities Act”), 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 1.2% of the Company’s net assets at September 30, 2023. The acquisition dates for restricted securities of unaffiliated issuers were as follows as of September 30, 2023:


Investment		Initial Acquisition Date
Marsico Holdings, LLC, Limited Partnership/Limited Liability Company Interests		11/28/2007
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units		2/7/2020
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock		2/11/2021
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
Blackbird Holdco, Inc. (Ohio Transmission Corp.), Preferred Stock		12/14/2021
Grey Orange International Inc., Warrants to Purchase Common Stock		5/6/2022
PerchHQ LLC, Warrants to Purchase Common Stock		9/30/2022
Razor Group GmbH (Germany), Warrants to Purchase Series C Shares		12/23/2022
SuCo Investors, LP (Suited Connector), Warrants to Purchase Class A Units		3/6/2023
Elevate Brands Holdco, Warrants to Purchase Elevate Common Shares		7/25/2023
Elevate Brands Holdco, Warrants to Purchase Elevate Preferred New Super Senior Shares		7/25/2023
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase SellerX Common Shares		7/25/2023

(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, 2023, approximately 17.4% 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 less than 5% of the voting securities of Trailblazer Energy Resources, LLC (fka ETX Energy, LLC) and PerchHQ LLC and thus non-controlled, non-affiliated investments.

(L)

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.

(M)

Position or associated portfolio company thereof has an unfunded commitment as of September 30, 2023 (see Note 9). Any negative balances represent unfunded commitments that were acquired and/or valued at a discount.

(N)

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

(O)

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

(P)

The Company generally uses Global Industry Classification Standard (“GICS”) codes to identify the industry groupings. This information is unaudited.

(Q)

The investment is on non-accrual status as of September 30, 2023 and therefore non-income producing. At September 30, 2023, the aggregate fair value and amortized cost of the Company’s debt and preferred stock investments on non-accrual status represents 3.4% and 12.0% of the Company's debt and preferred stock investments at fair value and amortized cost, respectively.

(R)

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

(S)

Total coupon includes default interest of 2.00%.

(T)

Portions of the loan bear interest using a combination of LIBOR, SOFR and/or at the Prime rate. The total coupon represents the weighted average interest rate at September 30, 2023 of all contracts within the loan facility.

(U)

Refer to Notes 2 and 4 for additional information on the Company’s Interest Rate Swap.

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

September 30, 2023

(Unaudited)


Non-Controlled Affiliate Security(1)	Dividends and interest income(2)		Fair Value at December 31, 2022		Net realized gain (loss)(2)			Net increase or decrease in unrealized appreciation or depreciation(2)			Acquisitions(3)		Dispositions(4)			Fair Value at September 30, 2023
AGY Equity, LLC:
Class A Preferred Stock	$	—	$	—	$	—		$	—		$	—	$	—		$	—
Class B Preferred Stock		—		—		—			—			—		—			—
Class C Common Stock		—		—		—			—			—		—			—
Kemmerer Operations, LLC (WMLP):
Senior Secured Loan, First Lien		31,794		1,956,190		—			—			112,178		(2,068,368	)		—	(5)
Delayed Draw Term Loan, First Lien		—		—		—			—			—		—			—	(5)
Kemmerer Holdings, LLC (WMLP):
Limited Liability Co. Interest		—		1,618,248		(441,906	)		(864,398	)		—		(311,944	)		—	(5)
Totals	$	31,794	$	3,574,438	$	(441,906	)	$	(864,398	)	$	112,178	$	(2,380,312	)	$	—

(1)

The issuers of the securities listed on this schedule are considered non-controlled, affiliated investments under the 1940 Act due to the ownership by the Company of 5% to 25% of the issuers’ voting securities.

(2)

Amounts reported above are for the nine months ended September 30, 2023. Dividends and interest income also includes fee income as applicable.

(3)

Acquisitions include increases in the cost basis of investments resulting from new purchases, PIK income, or amortization of original issue and market discounts for the nine months ended September 30, 2023.

(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 for the nine months ended September 30, 2023.

(5)

Investment no longer held as of September 30, 2023.

There is no aggregate fair value of non-controlled, affiliated investments at September 30, 2023.


Controlled Affiliate Security(1)	Dividends and interest income(2)		Fair Value at December 31, 2022		Net realized gain (loss)(2)		Net increase or decrease in unrealized appreciation or depreciation(2)		Acquisitions(3)		Dispositions(4)			Fair Value at September 30, 2023
Gordon Brothers Finance Company:
Unsecured Debt	$	—	$	15,228,000	$	—	$	325,916	$	—	$	(502,916	)	$	15,051,000
Preferred Stock		—		—		—		—		—		—			—
Common Stock		—		—		—		—		—		—			—
Totals	$	—	$	15,228,000	$	—	$	325,916	$	—	$	(502,916	)	$	15,051,000

(1)

The issuers of securities listed on this schedule are considered controlled affiliates under the 1940 Act due to the ownership by the Company of more than 25% of the issuers’ voting securities.

(2)

Amounts reported above are for the nine months ended September 30, 2023. Dividends and interest income also includes fee income as applicable.

(3)

(4)

The aggregate fair value of controlled investments at September 30, 2023 represents 4.7% 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

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.75	%		11.45	%	4/15/2026	$	2,301,990	$	2,274,343		$	2,301,990
ALCV Purchaser, Inc. (AutoLenders)	First Lien Revolver	LIBOR(Q)		1.00	%		6.75	%		11.39	%	4/15/2026	$	233,430		231,163			233,430
																2,505,506			2,535,420
Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.75	%		10.48	%	4/30/2027	$	2,514,995		2,475,461			2,530,084

Capital Markets
Pico Quantitative Trading, LLC	First Lien Term Loan (1.0% Exit Fee)	SOFR(Q)		1.50	%		7.25	%		11.98	%	2/7/2025	$	500,000		489,418			505,000
Pico Quantitative Trading, LLC	First Lien Incremental Term Loan	SOFR(Q)		1.50	%		7.25	%		11.61	%	2/7/2025	$	560,228		540,020			560,228
																1,029,438			1,065,228
Commercial Services & Supplies
Kellermeyer Bergensons Services, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		6.00	%		10.41	%	11/7/2026	$	1,584,967		1,576,423			1,423,301
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan A	LIBOR(Q)		1.00	%		6.00	%		10.41	%	11/7/2026	$	348,708		346,720			313,140
Kellermeyer Bergensons Services, LLC	First Lien Delayed Draw Term Loan B	LIBOR(Q)		1.00	%		6.00	%		10.41	%	11/7/2026	$	482,944		480,224			433,684
Pueblo Mechanical and Controls, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		10.32	%	8/23/2028	$	1,366,200		1,333,250			1,334,367
Pueblo Mechanical and Controls, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		10.49	%	8/23/2028	$	357,991		342,382			335,983		N
Pueblo Mechanical and Controls, LLC	First Lien Revolver	SOFR(Q)		0.75	%		6.00	%		10.32	%	8/23/2027	$	—		(5,182	)		(5,128	)	N
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	LIBOR(Q)		0.75	%		7.25	%		11.98	%	8/31/2029	$	2,615,252		2,581,172			2,432,184
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		7.25	%		11.98	%	8/31/2029	$	—		(2,797	)		(31,327	)	N
																6,652,192			6,236,204
Construction & Engineering
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	3,275,107		3,209,605			3,157,203
CSG Buyer, Inc. (Core States)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	—		(10,731	)		(38,632	)	N
CSG Buyer, Inc. (Core States)	First Lien Revolver	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	—		(10,731	)		(19,316	)	N
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(S)		1.00	%		6.50	%		11.54	%	11/23/2027	$	3,565,730		3,482,162			3,448,061
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.50	%		11.36	%	11/23/2027	$	4,900,908		4,795,212			4,684,152		N
Homerenew Buyer, Inc. (Project Dream)	First Lien Revolver	SOFR(M)		1.00	%		6.50	%		11.12	%	11/23/2027	$	240,763		224,479			201,038		N
Sunland Asphalt & Construction, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		11.15	%	1/13/2026	$	2,474,828		2,442,580			2,420,381
Sunland Asphalt & Construction, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		6.00	%		11.15	%	1/13/2026	$	832,161		821,187			813,853
																14,953,763			14,666,740
Consumer Finance
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		13.95	%	9/21/2027	$	5,193,335		5,068,461			5,037,535
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		13.95	%	9/21/2027	$	—		(20,519	)		(51,933	)	N
Money Transfer Acquisition Inc.	First Lien Term Loan	SOFR(M)		1.00	%		8.25	%		12.67	%	12/14/2027	$	2,594,273		2,542,769			2,542,387
																7,590,711			7,527,989
Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		12.05	%	12/14/2029	$	4,559,359		4,465,756			4,226,526
PVHC Holding Corp.	First Lien Term Loan	LIBOR(Q)		1.00	%		4.75	%		9.48	%	8/2/2024	$	10,178,225		9,299,671			9,771,096
																13,765,427			13,997,622
Distributors
Colony Display LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.50	%		13.91	%	6/30/2026	$	2,357,384		2,322,817			2,185,295

Diversified Consumer Services
Elevate Brands OpCo LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		8.50	%		13.23	%	3/15/2027	$	7,900,096		7,812,573			7,830,210		N
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.78	%	9/14/2029	$	3,200,924		3,131,854			3,131,144
Fusion Holding Corp. (Finalsite)	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		10.78	%	9/15/2027	$	—		(5,534	)		(5,592	)	N
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		9.00	%		14.21	%	4/30/2025	$	12,653,058		12,727,131			12,176,370		H/J/N
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		—		3.50% Cash + 3.50% PIK				7.00	%	4/30/2025	$	1,638,321		1,638,321			1,762,833		D/H/J
SellerX Germany GmbH & Co. Kg (Germany)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%	8.00% Cash + 3.00% PIK				15.73	%	11/23/2025	$	6,344,642		6,280,873			6,255,561		D/H/J/N
Thras.io, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		7.00	%		11.17	%	12/18/2026	$	7,301,869		7,207,747			6,434,771		P
Thras.io, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		7.00	%		11.17	%	12/18/2026	$	3,060,601		2,995,971			2,373,093		P/N

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Whele LLC (Perch)	First Lien Incremental Term Loan	SOFR(M)		1.00	%	8.50% Cash + 3.00% PIK				16.20	%	10/15/2025	$	6,531,157	$	6,564,537		$	6,067,445		D
																48,353,473			46,025,835
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		10.42	%	3/26/2026	$	6,538,915		6,451,642			6,452,601
2-10 Holdco, Inc.	First Lien Revolver	SOFR(M)		0.75	%		6.00	%		10.42	%	3/26/2026	$	—		(3,117	)		(3,171	)	N
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/29/2029	$	5,356,151		5,240,066			5,216,891
Accordion Partners LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.50	%		11.08	%	8/29/2029	$	—		1,316			(7,017	)	N
Accordion Partners LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/29/2029	$	—		(12,562	)		(15,203	)	N
Accordion Partners LLC	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/31/2028	$	—		(9,941	)		(12,162	)	N
Callodine Commercial Finance, LLC	First Lien Term Loan	LIBOR(Q)		1.00	%		9.00	%		13.73	%	11/3/2025	$	25,000,000		25,000,000			24,775,000
Callodine Commercial Finance, LLC	Subordinated Debt	SOFR(M)		0.25	%		8.50	%		13.14	%	10/8/2027	$	5,000,000		5,000,000			4,930,000		S
GC Champion Acquisition LLC (Numerix)	First Lien Term Loan	SOFR(S)		1.00	%		6.75	%		11.15	%	8/21/2028	$	7,104,830		6,969,338			6,897,369
GC Champion Acquisition LLC (Numerix)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.75	%		11.15	%	8/21/2028	$	—		(18,625	)		(57,773	)	N
Gordon Brothers Finance Company	Unsecured Debt	LIBOR(M)		1.00	%		11.00	%		17.38	%	10/31/2021	$	37,686,148		37,686,148			15,228,000		G/R/T
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC)	Second Lien Term Loan	SOFR(M)		1.00	%		8.50	%		12.93	%	7/5/2026	$	5,000,000		4,929,099			4,870,000
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.00	%		10.44	%	10/4/2027	$	3,475,919		3,453,599			3,298,870		N
Wealth Enhancement Group, LLC	First Lien Revolver	SOFR(S)		1.00	%		6.00	%		10.44	%	10/4/2027	$	—		(1,849	)		(10,098	)	N
Worldremit Group Limited (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	LIBOR(Q)		1.00	%		9.25	%		13.91	%	2/11/2025	$	11,300,000		11,160,087			11,085,300		H/J
																105,845,201			82,648,607
Electrical Equipment
Advanced Lighting Technologies, LLC	Second Lien Sr Secured Notes	LIBOR(M)		2.00	%	16.00% PIK + 6.00% Cash				28.33	%	3/16/2027	$	2,362,743		935,927			708,823		D/I/R/T

Health Care Equipment & Supplies
Zest Acquisition Corp.	Second Lien Term Loan	LIBOR(M)		1.00	%		7.00	%		11.39	%	3/14/2026	$	15,000,000		14,930,552			14,025,000		P

Health Care Providers & Services
INH Buyer, Inc. (IMS Health)	First Lien Term Loan (1.5% Exit Fee)	SOFR(Q)		1.00	%	3.50% Cash + 3.50% PIK				11.68	%	6/28/2028	$	2,703,036		2,657,008			2,121,343		D
Opco Borrower, LLC (Giving Home Health Care)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.18	%	8/19/2027	$	341,602		338,323			335,658
Opco Borrower, LLC (Giving Home Health Care)	First Lien Revolver	SOFR(M)		1.00	%		6.50	%		10.87	%	8/19/2027	$	6,250		5,958			5,706		N
Outcomes Group Holdings, Inc.	Second Lien Term Loan	LIBOR(Q)		—			7.50	%		12.23	%	10/26/2026	$	5,769,231		5,762,481			5,480,769
Outcomes Group Holdings, Inc.	Second Lien Term Loan	SOFR(Q)		0.50	%		7.50	%		12.05	%	10/26/2026	$	3,538,462		3,491,614			3,361,538
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(S)		0.75	%		6.00	%		10.70	%	5/4/2028	$	3,798,739		3,729,472			3,677,559
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		6.00	%		10.70	%	5/4/2028	$	—		(11,384	)		(46,396	)	N
Team Services Group, LLC	Second Lien Term Loan	LIBOR(S)		1.00	%		9.00	%		13.93	%	11/13/2028	$	6,554,543		6,393,439			6,161,270
																22,366,911			21,097,447
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	LIBOR(M)		1.00	%		7.25	%		11.54	%	5/6/2027	$	2,868,709		2,826,856			2,710,930
Appriss Health, LLC (PatientPing)	First Lien Revolver	LIBOR(M)		1.00	%		7.25	%		11.54	%	5/6/2027	$	—		(2,786	)		(10,545	)	N
CareATC, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.25	%		11.99	%	3/14/2024	$	7,664,445		7,608,680			7,541,813
CareATC, Inc.	First Lien Revolver	LIBOR(S)		1.00	%		7.25	%		9.73	%	3/14/2024	$	338,074		336,302			332,665
ESO Solutions, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		11.59	%	5/3/2027	$	8,380,593		8,238,137			8,045,370
ESO Solutions, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		7.00	%		11.59	%	5/3/2027	$	—		(8,938	)		(24,651	)	N
Gainwell Acquisition Corp.	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		11.74	%	10/2/2028	$	2,016,737		2,008,293			1,899,767
Sandata Technologies, LLC	First Lien Term Loan	LIBOR(Q)		—			6.00	%		10.75	%	7/23/2024	$	4,500,000		4,476,424			4,396,500
Sandata Technologies, LLC	First Lien Revolver	LIBOR(Q)		—			6.00	%		10.29	%	7/23/2024	$	500,000		497,481			488,500
																25,980,449			25,380,349
Hotels, Restaurants & Leisure
OCM Luxembourg Baccarat Bidco S.A.R.L. (Interblock) (Slovenia)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.68	%	6/3/2027	$	5,234,481		5,139,378			5,098,385		H/J
OCM Luxembourg Baccarat Bidco S.A.R.L. (Interblock) (Slovenia)	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		10.68	%	6/3/2027	$	—		(7,430	)		(10,915	)	H/J/N
																5,131,948			5,087,470
Insurance
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		9.58	%	8/31/2029	$	4,121,752		4,043,233			3,952,760
AmeriLife Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		5.75	%		10.15	%	8/31/2029	$	686,959		670,390			644,711		N
AmeriLife Holdings, LLC	First Lien Revolver	SOFR(Q)		0.75	%		5.75	%		9.58	%	8/31/2028	$	—		(9,728	)		(21,124	)	N

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Integrity Marketing Acquisition, LLC	First Lien Incremental Term Loan	SOFR(M)		0.75	%		6.50	%		10.82	%	8/27/2025	$	5,167,753	$	5,078,283		$	5,126,411
Integrity Marketing Acquisition, LLC	First Lien Incremental Revolver	SOFR(M)		0.75	%		6.50	%		10.82	%	8/27/2025	$	—		(396,355	)		(41,342	)	N
IT Parent, LLC (Insurance Technologies)	First Lien Term Loan	LIBOR(M)		1.00	%		6.25	%		10.63	%	10/1/2026	$	1,933,651		1,907,627			1,807,963
IT Parent, LLC (Insurance Technologies)	First Lien Revolver	LIBOR(M)/PRIME		1.00	%		6.25	%		11.21	%	10/1/2026	$	183,333		180,108			167,083		N/U
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(S)		0.75	%		6.00	%		11.12	%	11/1/2028	$	852,379		840,617			814,022
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		6.00	%		11.11	%	11/1/2028	$	1,859,529		1,833,303			1,763,340		N
																14,147,478			14,213,824
Internet & Catalog Retail
CommerceHub, Inc.	First Lien Term Loan	PRIME		0.75	%		5.25	%		12.25	%	12/29/2027	$	2,225,715		2,072,848			2,072,141
Syndigo, LLC	Second Lien Term Loan	LIBOR(S)		0.75	%		8.00	%		13.21	%	12/14/2028	$	4,673,472		4,617,397			3,598,574
																6,690,245			5,670,715
Internet Software & Services
Anaconda, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		11.86	%	8/22/2027	$	1,938,957		1,920,501			1,911,811
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	LIBOR(M)		0.75	%		8.88	%		13.26	%	10/25/2029	$	7,164,842		7,034,117			6,376,709
Gympass US, LLC	First Lien Term Loan	SOFR(Q)		1.00	%	4.00% Cash + 4.00% PIK				12.77	%	7/8/2027	$	1,922,747		1,905,105			1,890,061		D
InMoment, Inc.	First Lien Term Loan	SOFR(S)		0.75	%	5.00% Cash + 2.50% PIK				11.58	%	6/8/2028	$	11,460,476		11,247,733			11,195,739		D
Magenta Buyer, LLC (McAfee)	First Lien Incremental Term Loan	Fixed		—			12.00	%		12.00	%	7/27/2028	$	667,101		600,391			620,404		P
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	LIBOR(Q)		0.75	%		8.25	%		12.67	%	7/27/2029	$	7,000,000		6,913,061			5,483,310		P
Persado, Inc.	First Lien Term Loan (6.575% Exit Fee)	SOFR(M)		1.80	%		7.00	%		11.12	%	6/10/2027	$	5,830,726		5,754,713			5,518,783
Persado, Inc.	First Lien Delayed Draw Term Loan (6.575% Exit Fee)	SOFR(M)		1.80	%		7.00	%		11.12	%	6/10/2027	$	1,562,500		1,552,329			1,111,570		N
Pluralsight, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		11.83	%	4/6/2027	$	12,069,635		11,881,653			11,598,919
Pluralsight, Inc.	First Lien Revolver	LIBOR(M)		1.00	%		8.00	%		12.36	%	4/6/2027	$	465,183		451,936			428,899		N
Quartz Holding Company (Quick Base)	Second Lien Term Loan	LIBOR(M)		—			8.00	%		12.38	%	4/2/2027	$	5,512,958		5,446,114			5,358,595
Reveal Data Corporation et al	First Lien FILO Term Loan	SOFR(S)		1.00	%		6.50	%		9.92	%	3/9/2028	$	2,814,549		2,752,981			2,721,951
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.25	%		10.58	%	8/16/2029	$	4,111,714		4,031,739			3,987,129
Sailpoint Technologies Holdings, Inc.	First Lien Revolver	SOFR(M)		0.75	%		6.25	%		10.58	%	8/16/2028	$	—		(6,262	)		(9,712	)	N
Spartan Bidco Pty Ltd (StarRez) (Australia)	First Lien Term Loan	SOFR(Q)		0.75	%	0.75% Cash + 6.50% PIK				11.46	%	1/24/2028	$	3,845,195		3,774,506			3,736,760		D/H/J
Suited Connector, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		10.92	%	12/1/2027	$	1,396,023		1,371,786			1,119,610
Suited Connector, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		6.00	%		10.92	%	12/1/2027	$	—		(2,185	)		(67,500	)	N
Suited Connector, LLC	First Lien Revolver	LIBOR(S)		1.00	%		6.00	%		10.98	%	12/1/2027	$	227,273		223,453			182,273
																66,853,671			63,165,311
IT Services
Avalara, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		11.83	%	10/19/2028	$	2,250,000		2,194,940			2,182,500
Avalara, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		7.25	%		11.83	%	10/19/2028	$	—		(5,443	)		(6,750	)	N
Ensono, Inc.	Second Lien Term Loan B	LIBOR(S)		—			8.00	%		13.15	%	5/28/2029	$	5,000,000		4,958,482			4,625,000
Idera, Inc.	Second Lien Term Loan	LIBOR(Q)		0.75	%		6.75	%		10.50	%	2/4/2029	$	2,867,296		2,849,793			2,351,183
Madison Logic Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		11.58	%	12/29/2028	$	5,008,771		4,858,604			4,858,508
Madison Logic Holdings, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		7.00	%		11.58	%	12/30/2027	$	—		(10,784	)		(10,784	)	N
																14,845,592			13,999,657
Leisure Products
Peloton Interactive, Inc.	First Lien Term Loan	SOFR(S)		0.50	%		7.00	%		11.76	%	5/25/2027	$	2,631,567		2,542,648			2,581,119		J/P

Life Sciences Tools & Services
Alcami Corporation	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	2,202,309		2,125,543			2,125,229
Alcami Corporation	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	—		(6,392	)		(6,423	)	N
Alcami Corporation	First Lien Revolver	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	—		(10,228	)		(10,277	)	N
																2,108,923			2,108,529
Machinery
Sonny's Enterprises, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		10.99	%	8/5/2026	$	1,430,193		1,409,814			1,444,495
Sonny's Enterprises, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		10.99	%	8/5/2026	$	3,855,495		3,801,066			3,894,050
																5,210,880			5,338,545

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Media
NEP II, Inc.	Second Lien Term Loan	LIBOR(M)		—			7.00	%		11.38	%	10/19/2026	$	3,131,760	$	2,921,510		$	2,274,441		P
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		11.11	%	8/31/2023	$	379,050		374,456			361,614
Streamland Media Midco LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		11.11	%	8/31/2023	$	—		(1,460	)		(5,520	)	N
Terraboost Media Operating Company, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		8.14	%	8/23/2026	$	3,601,472		3,540,585			3,338,564
																6,835,091			5,969,099
Metals & Mining
Kemmerer Operations, LLC (WMLP)	First Lien Term Loan	Fixed		—		15.00% PIK				15.00	%	6/21/2023	$	1,956,190		1,956,190			1,956,190		D/F/N

Paper & Forest Products
Alpine Acquisition Corp II (48Forty)	First Lien Term Loan	SOFR(Q)		1.00	%		5.50	%		9.76	%	11/30/2026	$	10,063,709		9,866,133			9,579,644
Alpine Acquisition Corp II (48Forty)	First Lien Revolver	SOFR(Q)		1.00	%		5.50	%		9.76	%	11/30/2026	$	—		(16,709	)		(32,229	)	N
																9,849,424			9,547,415
Professional Services
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.75	%		11.84	%	4/26/2030	$	5,007,465		4,913,512			4,586,000		P
GI Consilio Parent, LLC	Second Lien Term Loan	LIBOR(M)		0.50	%		7.50	%		11.88	%	5/14/2029	$	5,000,000		4,959,969			4,795,000
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				11.52	%	8/18/2028	$	11,060,029		10,873,218			10,640,854		D
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.38% Cash + 3.88% PIK				11.52	%	8/18/2028	$	—		—			(111,339	)	D/N
ICIMS, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.75	%		11.02	%	8/18/2028	$	—		(17,307	)		(39,921	)	N
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		13.19	%	2/17/2025	$	9,892,491		9,759,102			9,655,071		H/J
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	SOFR(M)		1.00	%		8.75	%		13.19	%	2/17/2025	$	5,300,000		5,234,978			5,172,800		H/J
RigUp, Inc.	First Lien Delayed Draw Term Loan (4.0% Exit Fee)	LIBOR(M)		1.50	%		7.00	%		11.81	%	3/1/2024	$	500,000		496,559			492,500
TLE Holdings, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		5.50	%		9.88	%	6/28/2024	$	3,820,368		3,583,613			3,658,003
TLE Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		5.50	%		9.88	%	6/28/2024	$	977,931		917,326			936,369
VT TopCo, Inc. (Veritext)	Second Lien Term Loan	LIBOR(M)		0.75	%		6.75	%		11.13	%	8/4/2026	$	1,064,655		1,059,229			1,019,407
																41,780,199			40,804,744
Real Estate Management & Development
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.25	%		6.00	%		9.05	%	3/2/2026	$	1,866,667		1,866,667			1,844,267		J
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.50	%		10.94	%	3/21/2027	$	4,661,332		4,576,784			4,577,428
Greystone Select Company II, LLC (Passco)	First Lien Delayed Draw Term Loan	SOFR(M)		1.50	%		6.50	%		10.94	%	3/21/2027	$	—		20,817			(121,195	)	N
																6,464,268			6,300,500
Road & Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		11.03	%	4/8/2025	$	15,000,000		14,848,983			14,895,000

Semiconductors & Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc	First Lien Term Loan	SOFR(M)		1.00	%		6.25	%		10.67	%	12/29/2027	$	1,899,037		1,865,593			1,785,095		P
Emerald Technologies (U.S.) AcquisitionCo, Inc	First Lien Revolver	SOFR(M)		1.00	%		6.00	%		10.42	%	12/29/2026	$	330,137		249,986			268,505		N
																2,115,579			2,053,600
Software
Aerospike, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.50	%		11.88	%	12/29/2025	$	2,416,867		2,397,971			2,375,297
AlphaSense, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.44	%	3/11/2027	$	8,673,018		8,592,729			8,594,961
Aras Corporation	First Lien Term Loan	LIBOR(Q)		1.00	%	3.25% Cash + 3.75% PIK				10.94	%	4/13/2027	$	4,442,604		4,383,120			4,273,786		D
Aras Corporation	First Lien Revolver	LIBOR(S)		1.00	%		6.50	%		9.50	%	4/13/2027	$	102,381		97,919			90,710		N
Backoffice Associates Holdings, LLC (Syniti)	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		12.00	%	4/30/2026	$	4,949,797		4,845,184			4,816,153
Backoffice Associates Holdings, LLC (Syniti)	First Lien Revolver	PRIME		1.00	%		6.75	%		14.25	%	4/30/2026	$	519,073		505,266			501,333		N
Bluefin Holding, LLC (BlackMountain)	Second Lien Term Loan	LIBOR(Q)		—			7.75	%		12.48	%	9/3/2027	$	4,809,535		4,762,954			4,756,630
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	2,833,333		2,798,816			2,746,350
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	54,686		53,168			46,158		N
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Revolver	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	103,311		100,015			94,783		N
Elastic Path Software Inc. (Canada)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		11.37	%	1/6/2026	$	1,893,754		1,878,821			1,875,195		H/J

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Elastic Path Software Inc. (Canada)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.50	%		12.12	%	1/6/2026	$	961,395	$	952,144		$	951,973		H/J
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	3.25% Cash + 3.75% PIK				11.40	%	8/30/2028	$	362,133		354,405			349,821		D
Fusion Risk Management, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		10.90	%	8/30/2028	$	—		(762	)		(1,220	)	N
Grey Orange Incorporated	First Lien Term Loan (3.75% Exit Fee)	SOFR(Q)		1.00	%		7.25	%		12.23	%	5/6/2026	$	1,539,384		1,525,409			1,520,757
Grey Orange Incorporated	First Lien Delayed Draw Term Loan (3.75% Exit Fee)	SOFR(Q)		1.00	%		7.25	%		11.55	%	5/6/2026	$	923,630		910,497			905,004		N
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				11.46	%	7/9/2029	$	1,958,707		1,922,412			1,896,028		D
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58% Cash + 4.30% PIK				11.40	%	7/9/2029	$	1,513,252		1,484,207			1,464,827		D
GTY Technology Holdings Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.25	%		10.83	%	7/9/2029	$	—		(6,532	)		(11,160	)	N
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	LIBOR(M)/SOFR(M)		1.00	%	3.00% Cash + 3.00% PIK				10.34	%	12/17/2027	$	1,837,108		1,796,699			1,781,995		D/U
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%	3.00% Cash + 3.00% PIK				10.28	%	12/17/2027	$	—		(1,748	)		(8,000	)	D/N
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Revolver	SOFR(M)		1.00	%		6.00	%		10.28	%	12/17/2027	$	—		(2,208	)		(4,000	)	N
JOBVITE, Inc. (Employ, Inc.)	First Lien Term Loan	SOFR(S)		0.75	%		8.00	%		10.93	%	8/5/2028	$	7,017,052		6,847,683			6,779,876
Kaseya Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	7,444,189		7,337,399			7,220,864
Kaseya Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	—		(3,158	)		(13,651	)	N
Kaseya Inc.	First Lien Revolver	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	—		(6,318	)		(13,651	)	N
Kong Inc.	First Lien Term Loan	SOFR(M)		1.00	%	5.50% Cash + 3.25% PIK				12.99	%	11/1/2027	$	2,100,294		2,058,551			2,058,288		D
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		11.49	%	9/15/2025	$	2,349,466		2,318,584			2,289,789
Oversight Systems, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.00	%		11.38	%	9/24/2026	$	1,543,315		1,519,175			1,481,582
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	First Lien Term Loan	SOFR(Q)		1.00	%	3.00% Cash + 3.50% PIK				10.71	%	5/9/2028	$	5,645,032		5,541,077			5,477,375		D/H/J
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	First Lien Revolver	SOFR(Q)		1.00	%		6.50	%		10.71	%	5/9/2028	$	—		(10,516	)		(17,476	)	H/J/N
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	LIBOR(Q)		1.00	%	4.50% Cash + 3.00% PIK				12.25	%	3/31/2027	$	3,799,349		3,742,283			3,730,961		D/H/J
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Revolver	LIBOR(Q)		1.00	%	4.50% Cash + 3.00% PIK				12.25	%	3/31/2027	$	—		(5,816	)		(7,373	)	D/H/J/N
Superman Holdings, LLC (Foundation Software)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.13	%		10.85	%	8/31/2027	$	4,616,646		4,536,715			4,538,163
Superman Holdings, LLC (Foundation Software)	First Lien Revolver	LIBOR(Q)		1.00	%		6.13	%		10.85	%	8/31/2026	$	—		(5,050	)		(5,601	)	N
Syntellis Parent, LLC (Axiom Software)	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		10.82	%	8/2/2027	$	7,652,145		7,502,382			7,422,580
Zendesk, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	5,190,354		5,086,883			5,086,547
Zendesk, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	—		(12,739	)		(25,952	)	N
Zendesk, Inc.	First Lien Revolver	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	—		(10,499	)		(10,686	)	N
Zilliant Incorporated	First Lien Term Loan	LIBOR(M)		0.75	%	2.00% Cash + 4.50% PIK				10.85	%	12/21/2027	$	1,550,239		1,524,752			1,454,124		D
Zilliant Incorporated	First Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%	2.00% Cash + 4.50% PIK				10.85	%	12/21/2027	$	—		(2,442	)		(22,963	)	D/N
Zilliant Incorporated	First Lien Revolver	LIBOR(M)		0.75	%		6.00	%		10.35	%	12/21/2027	$	—		(2,458	)		(9,185	)	N
																87,306,974			86,430,992
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan)	First Lien Term Loan B	LIBOR(Q)		—			5.50	%		10.23	%	2/12/2025	$	3,678,280		3,399,559			3,387,070		P
Calceus Acquisition, Inc. (Cole Haan)	First Lien Sr Secured Notes	Fixed		—			9.75	%		9.75	%	2/19/2025	$	1,000,000		984,665			916,000
Hanna Andersson, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.00	%		10.29	%	7/2/2026	$	7,147,915		7,040,248			6,811,963
																11,424,472			11,115,033
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		11.68	%	2/17/2026	$	10,842,857		10,679,921			10,452,514		H/J

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Ref(E)	Floor			Spread			Total Coupon			Maturity	Principal		Cost(A)			Fair Value(B)			Notes
Debt Investments - Continued
Textiles, Apparel & Luxury Goods
James Perse Enterprises, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.25	%		10.93	%	9/8/2027	$	9,862,348	$	9,737,884		$	9,826,843
James Perse Enterprises, Inc.	First Lien Revolver	SOFR(Q)		1.00	%		6.25	%		10.93	%	9/8/2027	$	—		(18,354	)		(5,301	)	N
																9,719,530			9,821,542
Trading Companies & Distributors
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	Second Lien Term Loan	LIBOR(M)		0.75	%		7.50	%		11.88	%	4/8/2027	$	3,539,347		3,480,055			3,391,402
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	Second Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%		7.50	%		11.88	%	4/8/2027	$	—		(7,181	)		(49,315	)	N
																3,472,874			3,342,087
Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/17/2026	$	4,937,500		4,841,489			4,781,475		H/J

Total Debt Investments - 175.9% of Net Assets																598,534,207			560,266,004

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

BlackRock Capital Investment Corporation

Consolidated Schedule of Investments—(Continued)

December 31, 2022


Issuer(O/Q)	Instrument	Total Coupon			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 Holdings, LLC	Warrants to Purchase Membership Units				2/7/2030		162		14,804		38,478	C/I
									1,862,881		38,478
Chemicals
AGY Equity, LLC	Class A Preferred Stock						4,195,600		1,139,597		—	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		—
Diversified Consumer Services
Elevate Brands Holdco Inc.	Warrants to Purchase Common Stock				3/14/2032		66,428		—		31,965	C/I
Elevate Brands Holdco Inc.	Warrants to Purchase Preferred Stock				3/14/2032		33,214		—		25,645	C/I
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase Preferred Series B Shares				11/23/2028		48		—		97,941	C/H/I/J
PerchHQ LLC	Warrants to Purchase Common Stock				10/15/2027		45,283		—		252,226	C/I/L
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares				4/28/2028		182		—		702,914	C/H/I/J
Razor Group GmbH (Germany)	Warrants to Purchase Series C Shares				4/28/2028		56		—		320,504	C/H/I/J
									—		1,431,195
Diversified Financial Services
Gordon Brothers Finance Company	Common Stock						10,612		10,611,548		—	C/G
Gordon Brothers Finance Company	Preferred Stock		13.50	%			34,285		36,624,685		—	C/G/R
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock				2/11/2031		7,662		—		183,658	C/H/I/J
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series E Stock				8/27/2031		508		—		3,678	C/H/I/J
									47,236,233		187,336
Household Durables
Stitch Holdings, L.P.	Limited Partnership/Limited Liability Company Interests						5,910		5,909,910		4,373,400	C/I

Internet Software & Services
FinancialForce.com, Inc.	Warrants to Purchase Series C Preferred Stock				1/30/2029		450,000		100,544		211,350	C/I

Media
MBS Parent, LLC	Limited Partnership/Limited Liability Company Interests						546		—		—	C/M

Metals & Mining
Kemmerer Holdings, LLC (WMLP)	Limited Partnership/Limited Liability Company Interests						8		753,851		1,618,248	C/F/K

Oil, Gas & Consumable Fuels
TER Management Resources, LLC (fka ETX Energy Management Company, LLC)	Limited Partnership/Limited Liability Company Interests						53,815		—		—	C
Trailblazer Energy Resources, LLC (fka ETX Energy, LLC)	Limited Partnership/Limited Liability Company Interests						51,119		—		—	C/L
									—		—
Software
Grey Orange International Inc.	Warrants to Purchase Common Stock				5/6/2032		2,087		—		8,849	C/I

Trading Companies & Distributors
Blackbird Holdco, Inc. (Ohio Transmission Corp.)	Preferred Stock	12.50% PIK					2,478		2,762,941		2,354,224	D/I

Total Equity Securities - 3.2% of Net Assets									59,765,957		10,223,080

Total Investments - 179.1% of Net Assets								$	658,300,164	$	570,489,084

Cash and Cash Equivalents - 3.0% of Net Assets										$	9,531,190

Total Cash and Investments - 182.1% of Net Assets										$	580,020,274

Interest Rate Swap as of December 31, 2022(V)

Company Receives Fixed

Company Pays Floating

Counterparty

Maturity Date

Payment Frequency

Notional Amount

Fair Value

Interest Rate Swap

2.633%

1 Day SOFR

CME

6/9/2025

Annual

35,000,000

(1,332,299

)

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022

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)

(c)

Non-income producing equity securities at December 31, 2022.

(d)

(e)

Approximately 99.2% 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”, Secured Overnight Financing Rate (“SOFR”), “S”, or other base rate (commonly the Federal Funds Rate or the Prime Rate), “P”, at the borrower’s option. In addition, 94.2% of the fair value of such senior secured loans have floors of 0.50% to 1.80%. 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, 2022 of all contracts within the specified loan facility. LIBOR and SOFR reset monthly (M), quarterly (Q) or semiannually (S).

(f)

(g)

(h)

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

(i)

Securities are either exempt from registration under Rule 144A of the Securities Act, 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 2.9% of the Company’s net assets at December 31, 2022. The acquisition dates for restricted securities of unaffiliated issuers were as follows as of December 31, 2022:


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 Holdings, 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
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Preferred Series B Shares		11/23/2021
Blackbird Holdco, Inc. (Ohio Transmission Corp.), Preferred Stock		12/14/2021
Elevate Brands Holdco Inc., Warrants to Purchase Common Stock		3/14/2022
Elevate Brands Holdco Inc., Warrants to Purchase Preferred Stock		3/14/2022
Grey Orange International Inc., Warrants to Purchase Common Stock		5/6/2022
PerchHQ LLC, Warrants to Purchase Common Stock		9/30/2022
Razor Group GmbH (Germany), Warrants to Purchase Series C Shares		12/23/2022

(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 December 31, 2022, approximately 15.0% 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)

(m)

(n)

Position or associated portfolio company thereof has an unfunded commitment as of December 31, 2022 (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. Any negative balances represent unfunded commitments that were acquired and/or valued at a discount.

(o)

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

(p)

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

(q)

As of December 31, 2022, the Company generally uses Global Industry Classification Standard (“GICS”) codes to identify the industry groupings. This information is unaudited.

(r)

The investment is on non-accrual status as of December 31, 2022 and therefore non-income producing. At December 31, 2022, the aggregate fair value and amortized cost of the Company’s debt and preferred stock investments on non-accrual status represents 2.8% and 11.8% of the Company's debt and preferred stock investments at fair value and amortized cost, respectively.

(s)

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

(t)

Total coupon includes default interest of 2.00%.

(u)

Portions of the loan bear interest using a combination of LIBOR, SOFR, and/or the Prime rate. The total coupon represents the weighted average interest rate at December 31, 2022 of all contracts within the loan facility.

(v)

Refer to Notes 2 and 4 for additional information on the Company’s Interest Rate Swap.

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

BlackRock Capital Investment Corporation

Consolidated Schedules of Investments—(Continued)

December 31, 2022


Non-Controlled Affiliate Security(1)	Dividends and interest income(2)		Fair Value at December 31, 2021		Net realized gain (loss)(2)		Net increase or decrease in unrealized appreciation or depreciation(2)			Acquisitions(3)		Dispositions(4)			Fair Value at December 31, 2022
AGY Equity, LLC:
Class A Preferred Stock	$	—	$	251,736	$	—	$	(251,736	)	$	—	$	—		$	—
Class B Preferred Stock		—		—		—		—			—		—			—
Class C Common Stock		—		—		—		—			—		—			—
Kemmerer Operations, LLC (WMLP):
Senior Secured Loan, First Lien		455,516		3,091,618		—		—			346,256		(1,481,684	)		1,956,190
Delayed Draw Term Loan, First Lien		1,170		42,550		—		—			1,188		(43,738	)		—
Kemmerer Holdings, LLC (WMLP):
Limited Liability Co. Interest		—		746,074		—		872,174			—		—			1,618,248
Totals	$	456,686	$	4,131,978	$	—	$	620,438		$	347,444	$	(1,525,422	)	$	3,574,438

(1)

(2)

Amounts reported above are for the year ended December 31, 2022. Dividends and interest income 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 for the year ended December 31, 2022.

(4)

The aggregate fair value of non-controlled, affiliated investments at December 31, 2022 represents 1.1% of the Company’s net assets.


Controlled Affiliate Security(1)	Dividends and interest income(2)		Fair Value at December 31, 2021		Net realized gain (loss)(2)		Net increase or decrease in unrealized appreciation or depreciation(2)			Acquisitions(3)		Dispositions(4)			Fair Value at December 31, 2022
Gordon Brothers Finance Company:
Unsecured Debt	$	—	$	21,927,071	$	—	$	(2,523,687	)	$	—	$	(4,175,384	)	$	15,228,000
Preferred Stock		—		—		—		—			—		—			—
Common Stock		—		—		—		—			—		—			—
Totals	$	—	$	21,927,071	$	—	$	(2,523,687	)	$	—	$	(4,175,384	)	$	15,228,000

(1)

The issuers of the securities listed on this schedule are considered controlled affiliates under the 1940 Act due to the ownership by the Company of more than 25% of the issuers’ voting securities.

(2)

Amounts reported above are for the year ended December 31, 2022. Dividends and interest income 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 for the year ended December 31, 2022.

(4)

The aggregate fair value of controlled investments at December 31, 2022 represents 4.8% 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.

On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock TCP Capital Corp., a Delaware corporation (“TCPC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of TCPC (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) Tennenbaum Capital Partners, LLC ("TCP"), a Delaware limited liability company and investment advisor to TCPC, and (y) the Advisor (the "Merger"). The Company’s Board of Directors and the TCPC Board of Directors, including all of the independent directors of each board, on the recommendation of a special committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions contemplated thereby. See “Note 11 – Proposed Merger with BlackRock TCP Capital Corp.” for further information regarding the Merger Agreement and the Merger.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“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, 2022, which was filed with the Securities and Exchange Commission (“SEC”) on March 1, 2023.

The interim financial information at September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 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 as 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

Pursuant to Rule 2a-5 (the "Rule") under the 1940 Act, the Company’s Board of Directors (the "Board") has designated BlackRock Capital Investment Advisors, LLC (“BCIA” or the “Advisor”) as the Company’s valuation designee (the “Valuation Designee”) to perform certain fair value functions, including performing fair value determinations, and has reviewed and approved amended policies and procedures adopted by BCIA to seek to ensure compliance with the requirements of the Rule as part of such designation. The Valuation Designee will provide quarterly valuation reporting and notifications on any material valuation matters to the Board as required under the Rule.

Investments are recorded at fair value based upon the principles and methods of valuation set forth in the Valuation Designee's policies and procedures adopted for the Company by the Board and the Valuation Designee. 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 Valuation Designee.

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 Valuation Designee using a consistently applied valuation process in accordance with documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee"). 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, cyclical, geopolitical and other events and conditions, such as the COVID-19 pandemic and the Russian military invasion of Ukraine, rising interest rates and risks related to inflation and credit risks, 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 the Valuation Designee 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 Valuation Designee 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 Valuation Designee responsible for the portfolio investment;

(ii)

The investment professionals provide recent portfolio company financial statements and other reporting materials as and when available to independent valuation firms engaged by the Valuation Designee and approved by the Valuation Committee (with the exception of statements and materials related to investments priced directly by the Valuation Designee 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 Valuation Committee reviews the preliminary valuations prepared by the independent valuation firm and the Valuation Designee, 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 Valuation Designee 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 Valuation Designee may request the Valuation Committee's approval to not request a fair valuation from an independent valuation firm for all such positions; and

(v)

The Valuation Designee discuss valuations and determines the fair value of each investment in the portfolio in good faith based on the input of the Valuation Committee and the respective independent valuation firms.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued generally 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 Valuation Designee generally believes that cost will approximate fair value. As such, an independent valuation, in certain cases, may not be obtained until the quarter-end after the quarter in which the investment is acquired in.

At September 30, 2023, investments for which the value was determined soley by the Valuation Designee represented 0.0% and 3.1% of the Company's net asset value and total positions held, respectively.

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 most 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, 2023, 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)		22,579,367		—		—		22,579,367
3	Valuation sources that employ significant unobservable inputs		548,788,594		20,031,000		3,943,115		572,762,709
Total		$	571,367,961	$	20,031,000	$	3,943,115	$	595,342,076

(1)

Includes senior secured loans.

(2)

Includes unsecured debt and subordinated debt.

(3)

For example, quoted prices in inactive markets or quotes for comparable investments.

Unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2023 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
Bank Debt	$	511,276,205	Income approach	Discount rate	10.5% - 25.1% (13.8%)
		29,730,198	Market quotations	Indicative bid/ask quotes	1 (1)
		6,093,753	Market comparable companies	Revenue multiples	0.6x - 1.0x (0.9x)
		1,688,438	Option Pricing Model	Implied volatility	65.0% (65.0%)
				Term	1.5 years (1.5 years)
				EBITDA/Revenue multiples	2.0x (2.0x)
Other Corporate Debt		20,031,000	Income approach	Discount rate	14.1% - 14.6% (14.5%)
Equity		1,434,619	Option Pricing Model	Implied volatility	50.0% - 65.0% (56.7%)
				Term	1.0 years - 2.8 years (2.2 years)
				EBITDA/Revenue multiples	2.0x - 7.3x (2.1x)
		2,439,492	Income approach	Discount rate	13.4% - 14.6% (13.4%)
		69,004	Market comparable companies	Revenue multiples	0.6x - 6.3x (3.6x)
	$	572,762,709

(1)

Weighted by fair value.

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, 2023 were as follows:


	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	535,307,387		$	20,942,000		$	3,931,932		$	560,181,319
Net realized and unrealized gains (losses)		3,051,616			77,074			221,771			3,350,461
Acquisitions(1)		41,230,265			11,926			91,823			41,334,014
Dispositions		(37,602,540	)		(1,000,000	)		(302,411	)		(38,904,951	)
Transfers into Level 3(2)		12,455,712			—			—			12,455,712
Transfers out of Level 3(3)		(5,653,846	)		—			—			(5,653,846	)
Ending balance	$	548,788,594		$	20,031,000		$	3,943,115		$	572,762,709

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)	$	3,741,647		$	77,000		$	249,302		$	4,067,949

(1)

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

(2)

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

(3)

Comprised of one investment that was 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, 2023 were as follows:


	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	494,932,878		$	21,782,823		$	10,223,080		$	526,938,781
Net realized and unrealized gains (losses)		2,316,101			513,894			(5,932,814	)		(3,102,819	)
Acquisitions(1)		99,574,925			15,335			267,204			99,857,464
Dispositions		(48,925,637	)		(2,281,052	)		(614,355	)		(51,821,044	)
Transfers into Level 3(2)		6,371,096			—			—			6,371,096
Transfers out of Level 3(3)		(5,480,769	)		—			—			(5,480,769	)
Ending balance	$	548,788,594		$	20,031,000		$	3,943,115		$	572,762,709

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)	$	2,380,142		$	375,916		$	(4,666,677	)	$	(1,910,619	)

(1)

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

(2)

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

(3)

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

At December 31, 2022, 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)		43,550,303		—		—		43,550,303
3	Valuation sources that employ significant unobservable inputs		494,932,878		21,782,823		10,223,080		526,938,781
Total		$	538,483,181	$	21,782,823	$	10,223,080	$	570,489,084

(1)

Includes senior secured loans.

(2)

Includes senior secured notes, unsecured debt and subordinated debt.

(3)

For example, quoted prices in inactive markets or quotes for comparable investments.

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2022 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Weighted Average Range(1) (Concluded Value)(2)
Bank Debt	$	450,067,848	Income approach	Discount rate	12.9% - 13.7% (13.3%)
		43,102,197	Market quotations	Indicative bid/ask quotes	1 (1)
		1,762,833	Option Pricing Model	Implied volatility	60.0% - 70.0% (65.0%)
				Term	1.8 years - 2.8 years (2.3 years)
Other Corporate Debt		21,074,000	Income approach	Discount rate	13.6% - 15.1% (14.3%)
		708,823	Market comparable companies	Revenue multiples	0.1x - 0.2x (0.2x)
Equity		1,586,504	Option Pricing Model	EBITDA/Revenue multiples	3.6x - 3.9x (3.8x)
				Implied volatility	58.2% - 68.2% (63.2%)
				Term	1.8 years - 2.9 years (2.4 years)
		4,373,400	Market comparable companies	EBITDA multiples	5.8x - 6.8x (6.3x)
		3,972,472	Income approach	Discount rate	20.3% - 32.8% (24.6%)
		290,704	Market comparable companies	Revenue multiples	2.1x - 2.3x (2.2x)
	$	526,938,781

(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.

Changes in investments categorized as Level 3 during the three months ended September 30, 2022 were as follows:


	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	496,802,614		$	25,182,520		$	12,205,080		$	534,190,214
Net realized and unrealized gains (losses)		(1,358,550	)		(218,605	)		391,353			(1,185,802	)
Acquisitions(1)		75,685,896			1,578			81,187			75,768,661
Dispositions		(59,856,097	)		—			(510,436	)		(60,366,533	)
Transfers out of Level 3(2)		(5,625,000	)		—			—			(5,625,000	)
Ending balance	$	505,648,863		$	24,965,493		$	12,167,184		$	542,781,540

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)	$	(3,079,954	)	$	(218,605	)	$	380,917		$	(2,917,642	)

(1)

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

(2)

Comprised of one investment that was 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, 2022 were as follows:


	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	483,970,602		$	28,568,871		$	12,489,257		$	525,028,730
Net realized and unrealized gains (losses)		(11,038,873	)		567,613			(62,613	)		(10,533,873	)
Acquisitions(1)		189,992,842			4,394			250,976			190,248,212
Dispositions		(158,547,627	)		(4,175,385	)		(510,436	)		(163,233,448	)
Transfers into Level 3(2)		7,041,150			—			—			7,041,150
Transfers out of Level 3(3)		(5,769,231	)		—			—			(5,769,231	)
Ending balance	$	505,648,863		$	24,965,493		$	12,167,184		$	542,781,540

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)	$	(10,229,001	)	$	552,174		$	(73,049	)	$	(9,749,876	)

(1)

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

(2)

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

(3)

Comprised of one investment that was transferred from Level 3 to 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 Federal Deposit Insurance Corporation or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the fair value 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 Notes to the Consolidated Schedules 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 U.S. 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. There were no investments denominated in foreign currency as of September 30, 2023 and December 31, 2022.

Derivative Instruments:

The Company records all derivative financial instruments as either assets or liabilities at fair value on a gross basis in the Consolidated Statements of Assets and Liabilities.

Foreign Currency Forward Contracts and Warrants

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. 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, 2023 and December 31, 2022.

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, 2023 and December 31, 2022 represented 0.5% and 0.6% of the Company’s net assets, respectively.

Interest Rate Swap

The Company entered into a centrally-cleared interest rate swap (the “Interest Rate Swap”) to economically hedge the interest payable on the fixed rate tranche of the Company’s 2025 Private Placement Notes (as defined below) (see Note 4). The Company is required to deposit initial margin with the broker in the form of cash in an amount that varies depending on the size and risk proﬁle of the particular swap. Pursuant to the contract, the Company agrees to receive from or pay to the broker daily variation margin. The amounts related to the right to claim or the obligation to return cash collateral may not be used to offset amounts due under the Interest Rate Swap contract in the normal course of settlement. Therefore, both the initial margin and variation margin paid are included as assets within Due from broker on the Consolidated Statements of Assets and Liabilities at September 30, 2023 and December 31, 2022.

Changes in the fair value of the swap contract, net of any periodic interest accruals, are presented as part of change in unrealized appreciation (depreciation) on the Consolidated Statements of Operations. The Interest Rate Swap is recorded at fair value and is presented as a liability on the Company's Consolidated Statements of Assets and Liabilities at September 30, 2023 and December 31, 2022. Interest rate swap agreements are valued utilizing quotes received from independent pricing services or through brokers, which are derived using daily swap curves and models that incorporate a number of market data factors, such as discounted cash flows, trades and values of the underlying reference instruments. The fair value of the Interest Rate Swap is classified as Level 2 with respect to the fair value hierarchy. See Note 4 for additional information on the Company’s Interest Rate Swap.

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 remaining 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 dividends, even though the Company has not yet collected the cash.

Income Taxes

The Company intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.

The tax returns of the Company remain open for examination by tax authorities for a period of three years from the date they are filed. No such examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of September 30, 2023, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the consolidated financial statements.

The final tax characterization of dividends is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to shareholders. Dividends can be characterized as ordinary income, capital gains and/or return of capital. As of December 31, 2022, the Company had non-expiring capital loss carryforwards in the amount of $401,155,603 available to offset future realized capital gains.

At December 31, 2022, gross unrealized appreciation and depreciation based on the cost of the Company's investments for U.S. federal income tax purposes were as follows:


	December 31, 2022
Tax basis of investments	$	615,741,586

Unrealized appreciation		49,398,479
Unrealized depreciation		(95,970,114	)
Net unrealized depreciation(1)	$	(46,571,635	)

(1)

Includes net unrealized depreciation on the Company's Interest Rate Swap.

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.

3. Management Fees, Incentive Fees and Other Expenses

Investment Management Agreement

On May 2, 2020, the Company and the Advisor amended and restated the previous investment management agreement (the “Current Management Agreement”), which reduced the Company’s base management fee (“Management Fee”) and incentive management fee (“Incentive Fee”) rates, which are further described below. For terms prior to the Current Management Agreement, refer to the Company’s Form 10-K as filed with the SEC on March 1, 2023.

The Current Management Agreement will be in effect from year-to-year if approved annually by the Board 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 approved the continuation of the Current Management Agreement on November 7, 2023.

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 up to 200% of net asset value (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. The Management Fee for any partial quarter is prorated.

For the three and nine months ended September 30, 2023, the Company incurred $2,278,742 and $6,631,122, respectively, in Management Fees under the Current Management Agreement. For the three and nine months ended September 30, 2022, the Company incurred $2,118,115 and $6,125,146, respectively, in Management Fees under the Current Management Agreement.

Incentive Fees

(i)

Quarterly Incentive Fee Based on Income

The Current 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 if certain circumstances are met. 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.

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 (x) the aggregate dividends to common stockholders for the period in question and (y) 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 U.S. GAAP) 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, 2023, the Company incurred $2,070,446 and $5,832,531, respectively, in Incentive Fees on income. For the three and nine months ended September 30, 2022, the Company incurred $1,621,402 and $1,709,758, respectively, in

Incentive Fees on income. As of September 30, 2023 and December 31, 2022, there was $9,235,880 and $3,403,349, respectively, of Incentive Fees payable based on income. Such Incentive Fees payable balance included $7,165,434 of previously earned but deferred Incentive Fees, and was paid subsequent to September 30, 2023 as a result of the Annualized Rate of Return being met for the trailing four quarter period ended September 30, 2023.

(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.

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 for each Annual Period 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, less the amount of any Incentive Fees on capital gains already accrued during the Annual Period. 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 previously accrued during the Annual Period.

In accordance with GAAP, the hypothetical liquidation basis for the three and nine months ended September 30, 2023 resulted in accrued Incentive Fees on capital gains of $261,077. Incentive Fees on capital gains accrued (reversed) on a liquidation basis under GAAP for the three and nine months ended September 30, 2022 were zero and $(1,544,569), respectively. As of September 30, 2023 and December 31, 2022, the balance of accrued Incentive Fees on capital gains was $261,077 and zero, respectively. However, as of September 30, 2023, no Incentive Fees on capital gains were realized and payable to the Advisor as of such date. 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 Investment Advisers Act of 1940 (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 difference between 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 Advisers Act 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, such as custodian, administrative, director fees and expenses, due diligence costs, registration and listing fees, 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 eighth amendment thereto, dated as of September 6, 2023, the “Credit Facility”) and senior unsecured notes issued through a private placement on June 9, 2022 by the Company and due December 9, 2025 (the “2025 Private Placement Notes”). Prior to being repaid on June 15, 2022, debt also included the Company’s unsecured convertible senior notes due 2022 (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. As of September 30, 2023 and December 31, 2022, the Company’s asset coverage was 214% and 225%, respectively.

Total debt outstanding and available at September 30, 2023 was as follows:


	Maturity	Rate		Carrying Value			Available			Total Capacity
Credit Facility	2028	S+2.00%	(1)	$	184,000,000		$	81,000,000	(2)	$	265,000,000	(3)
2025 Private Placement Notes	2025	Fixed/Variable	(4)		91,256,547	(5)		—			91,256,547
Debt, net of unamortized issuance costs				$	275,256,547		$	81,000,000		$	356,256,547

(1)

The applicable margin for SOFR-based borrowings could be either 1.75% or 2.00% depending on a ratio of the borrowing base to certain committed indebtedness, and is also subject to a credit spread adjustment of 0.10%. If the Company elects to borrow based on the alternate base rate, the applicable margin could be either 0.75% or 1.00% depending on a ratio of the borrowing base to certain committed indebtedness.

(2)

Subject to borrowing base and leverage restrictions.

(3)

Provides for a feature that allows the Company, under certain circumstances, to increase the size of the Credit Facility up to $325.0 million.

(4)

The 2025 Private Placement Notes were issued in two tranches, consisting of a $35.0 million aggregate principal amount with a fixed interest rate of 5.82% and a $57.0 million aggregate principal amount bearing interest at a rate equal to SOFR plus 3.14%.

(5)

The carrying value of 2025 Private Placement Notes was comprised of the following:


	September 30, 2023
Principal amount of debt	$	92,000,000
Unamortized issuance costs		(743,453	)
Carrying value	$	91,256,547

Total debt outstanding and available at December 31, 2022 was as follows:


	Maturity	Rate		Carrying Value			Available			Total Capacity
Credit Facility	2025	L+2.00%	(1)	$	162,000,000		$	103,000,000	(2)	$	265,000,000	(3)
2025 Private Placement Notes	2025	Fixed/Variable	(4)		91,003,161	(5)		—			91,003,161
Debt, net of unamortized issuance costs				$	253,003,161		$	103,000,000		$	356,003,161

(1)

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.

(2)

Subject to borrowing base and leverage restrictions.

(3)

Provides for a feature that allows the Company, under certain circumstances, to increase the size of the Credit Facility up to $325.0 million.

(4)

(5)

The carrying value of 2025 Private Placement Notes was comprised of the following:


	December 31, 2022
Principal amount of debt	$	92,000,000
Unamortized issuance costs		(996,839	)
Carrying value	$	91,003,161

The Company’s weighted average outstanding debt balance during the three months ended September 30, 2023 and 2022 was $278,095,573 and $252,614,420, respectively. The maximum amounts borrowed during the three months ended September 30, 2023 and 2022 were $286,200,858 and $274,922,149, respectively. The Company’s weighted average outstanding debt balance during the nine months ended September 30, 2023 and 2022 was $273,078,759 and $224,779,551, respectively. The maximum amounts borrowed during the nine months ended September 30, 2023 and 2022 were $286,200,858 and $377,567,182, respectively.

The weighted average annual interest cost, including the amortization of debt issuance costs for the three and nine months ended September 30, 2023 was 7.97% and 7.63%, respectively, exclusive of commitment fees. The weighted average annual interest cost, including the amortization of debt issuance costs for the three and nine months ended September 30, 2022 was 5.05% and 4.98%, 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 0.375%. Prior to the eighth amendment under the Credit Facility, the annual commitment fee was 0.40%.

Total expenses related to debt for the three and nine months ended September 30, 2023 and 2022 included the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Stated interest expense	$	5,320,472	$	3,013,799	$	14,866,760	$	7,502,905
Amortization of deferred debt issuance costs		264,869		199,597		709,973		868,344
Total interest expense		5,585,341		3,213,396		15,576,733		8,371,249
Commitment and credit facility fees		97,247		124,339		306,536		556,128
Total	$	5,682,588	$	3,337,735	$	15,883,269	$	8,927,377

Outstanding debt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s Credit Facility is derived by taking the average of the high and low quotes as obtained from a broker, and is classified as Level 2 with respect to the fair value hierarchy. The fair value of the Company’s 2025 Private Placement Notes is derived by an independent valuation firm, and is classified as Level 3 with respect to the fair value hierarchy.

The carrying and fair values of the Company’s outstanding debt as of September 30, 2023 and December 31, 2022 were as follows:


	September 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Facility	$	184,000,000	$	166,520,000	$	162,000,000	$	146,610,000
2025 Private Placement Notes		91,256,547		91,404,850		91,003,161		89,074,810
Total	$	275,256,547	$	257,924,850	$	253,003,161	$	235,684,810

At September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants required under the Credit Facility and 2025 Private Placement Notes.

Senior Secured Revolving Credit Facility

The Company’s seventh amendment under the Credit Facility which became effective on April 26, 2023 (i) replaced the LIBOR-based interest rate benchmark provisions with interest rate benchmark provisions based on (a) in the case of borrowings denominated in U.S. dollars, a forward-looking term SOFR-based rate, (b) in the case of borrowings denominated in Canadian dollars, a CDOR-based rate and (c) in the case of borrowings denominated in Euros or any other Agreed Foreign Currency (as defined in the Credit Facility) (excluding Canadian dollars), a EURIBO-based rate (such replacement benchmark as referred to in subclauses (a) – (c), collectively, the “Benchmarks”) and (ii) added a 10 basis point credit spread adjustment for borrowings bearing interest based on SOFR. The applicable margin for Benchmark-based borrowings could be either 2.00% or 2.25% depending on the ratio of the borrowing base to certain committed indebtedness. If the Company elected to borrow based on the alternate base rate ("ABR"), the applicable margin could be either 1.00% or 1.25% depending on a ratio of the borrowing base to certain committed indebtedness.

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 Merger Sub, with Merger Sub continuing as the surviving company and as a wholly-owned subsidiary of Special Value Continuation Partners LLC, a Delaware limited liability company and a wholly owned subsidiary of TCPC. See “Note 11 – Proposed Merger with BlackRock TCP Capital Corp.” for further information regarding the Merger.

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.

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 dividends 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 Senior Notes Due 2025

On April 21, 2022, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance on June 9, 2022, of $92,000,000 in aggregate principal amount of senior unsecured notes in two tranches to qualified institutional investors in a private placement. The Company issued $35,000,000 in aggregate principal amount of 2025 Private Placement Notes with a fixed interest rate of 5.82% with interest to be paid semi-annually on June 9 and December 9 of each year, beginning on December 9, 2022, and $57,000,000 in aggregate principal amount of 2025 Private Placement Notes bearing interest at a rate equal to SOFR plus 3.14% with interest to be paid quarterly on March 9, June 9, September 9, and December 9 of each year, beginning on September 9, 2022. In addition, during any time that the rating assigned to the 2025 Private Placement Notes declines below investment grade, the 2025 Private Placement Notes will bear interest at a rate that is increased by 1.00%. The 2025 Private Placement Notes were issued at a closing which occurred on June 9, 2022. The 2025 Private Placement Notes will be due on December 9, 2025 unless redeemed, purchased or prepaid prior to such date by the Company or its affiliates in accordance with their terms. The Company may prepay the 2025 Private Placement Notes at its option, subject to a prepayment premium, in an amount equal to 2% on or before June 9, 2023, 1% after June 9, 2023 but on or before June 9, 2024, 0.5% after June 9, 2024 but on or before June 9, 2025 and zero after June 9, 2025. In addition, the Company will be obligated to offer to repay the 2025 Private Placement Notes at par if certain change in control events occur. The 2025 Private Placement Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

In connection with the 2025 Private Placement Notes, the Company entered into a centrally cleared Interest Rate Swap to offset interest payable on the fixed rate tranche of the Notes. The notional amount of the Interest Rate Swap is $35,000,000 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. Such payments will be due annually. For the three and nine months ended September 30, 2023, the Company made a periodic net interest payment in the amount of $353,268 to the counterparty. Since the swap contract has not been designated as a hedge accounting relationship pursuant to ASC 815, “Derivatives and Hedging,” both the net interest receivable and the change in the fair value of the swap contract are presented as part of the change in unrealized appreciation (depreciation) on the Consolidated Statements of Operations. As of September 30, 2023 and December 31, 2022, the Interest Rate Swap had a fair value of $(1,669,628) and $(1,332,299), respectively, which is reflected as a liability on the Consolidated Statements of Assets and Liabilities; such fair value is inclusive of any net periodic interest accruals and payments on the contract. The fair value of the Interest Rate Swap is classified as Level 2 with respect to the fair value hierarchy. See Note 2 for further information.

The Note Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act of 1940, as amended, and a regulated investment company under the Internal Revenue Code of 1986, as amended, minimum shareholders’ equity, minimum asset coverage ratio, and prohibitions on certain fundamental changes of the Company. The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Company or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy.

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 (the “2022 Convertible Notes Indenture”). Net proceeds to the Company from the offering, including the exercise of the overallotment option, were approximately $139,800,000. The 2022 Convertible Notes matured on June 15, 2022, and the Company fully repaid the aggregate outstanding $143,720,000 principal amount (post noteholder conversion) plus outstanding accrued interest. The interest rate on the notes was 5.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2017. Holders were able to 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 noteholder conversion, the Company was able to 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 was able to redeem the 2022 Convertible Notes for cash, in whole or from time to time in part, at its option in accordance with their terms. During the year ended December 31, 2022, the Company issued 3,546 shares of common stock with an aggregate value of $30,000 to a noteholder who elected the conversion option in lieu of principal repayment pursuant to the redemption terms of the 2022 Convertible Notes Indenture.

Prior to the adoption of ASU 2020-06, the Company determined that the embedded conversion options in the 2022 Convertible Notes were 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. As of January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective basis. In accordance with this guidance, the Company has recombined the equity conversion component of our 2022 Convertible Notes outstanding, and before its maturity, had begun accounting for the 2022

Convertible Notes as a single liability measured at amortized cost. This resulted in a cumulative decrease to additional paid in capital of $4,337,631, offset by a decrease to accumulated loss of $3,888,233 as of January 1, 2022, and an increase to the carrying value of the 2022 Convertible Notes of $449,398.

The 2022 Convertible Notes contained certain covenants, which included covenants that required 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, 2023 totaled $40,291,746 and 98,703,177, respectively. Purchases of investments, including PIK, for the three and nine months ended September 30, 2022 totaled $78,000,858 and $195,495,043, respectively. Proceeds from sales, repayments and other exits of investments for the three and nine months ended September 30, 2023 totaled $43,582,322 and $70,809,059, respectively. Proceeds from sales, repayments and other exits of investments for the three and nine months ended September 30, 2022 totaled $60,775,034 and $164,537,110, respectively.

At September 30, 2023, investments consisted of the following:


	Cost		Fair Value
Unsecured debt	$	37,183,232	$	15,051,000
Subordinated debt		5,000,000		4,980,000
Senior secured loans:
First lien		509,563,048		502,972,022
Second/other priority lien		77,875,930		68,395,939
Total senior secured loans		587,438,978		571,367,961
Preferred stock		40,794,428		2,439,492
Common stock		10,611,548		—
Limited partnership/limited liability company interests		7,757,987		33,503
Equity warrants/options		14,804		1,470,120
Total investments	$	688,800,977	$	595,342,076

At December 31, 2022, investments consisted of the following:


	Cost		Fair Value
Senior secured notes	$	1,920,592	$	1,624,823
Unsecured debt		37,686,148		15,228,000
Subordinated debt		5,000,000		4,930,000
Senior secured loans:
First lien		455,458,846		447,490,518
Second/other priority lien		98,468,621		90,992,663
Total senior secured loans		553,927,467		538,483,181
Preferred stock		40,527,223		2,354,224
Common stock		10,611,548		—
Limited partnership/limited liability company interests		8,511,838		5,991,648
Equity warrants/options		115,348		1,877,208
Total investments	$	658,300,164	$	570,489,084

Industry Composition

The Company generally uses 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, 2023 and December 31, 2022.


Industry	September 30, 2023			December 31, 2022
Software		16.8	%		15.2	%
Diversified Financial Services		14.6			14.5
Internet Software & Services		11.9			11.1
Diversified Consumer Services		7.7			8.3
Professional Services		6.8			7.2
Health Care Technology		4.3			4.4
Health Care Providers & Services		3.5			3.7
IT Services		3.5			2.5
Construction & Engineering		2.5			2.6
Road & Rail		2.5			2.6
Insurance		2.5			2.5
Paper & Forest Products		2.2			1.7
Hotels, Restaurants & Leisure		1.9			0.9
Consumer Finance		1.9			1.3
Specialty Retail		1.8			1.9
Technology Hardware, Storage & Peripherals		1.8			1.8
Textiles, Apparel & Luxury Goods		1.7			1.7
Containers & Packaging		1.5			2.5
Commercial Services & Supplies		1.2			1.1
Media		1.1			1.0
Real Estate Management & Development		1.1			1.1
Machinery		1.0			0.9
Internet & Catalog Retail		1.0			1.0
Trading Companies & Distributors		1.0			1.0
Wireless Telecommunication Services		0.8			0.8
Pharmaceuticals		0.7			—
Leisure Products		0.5			0.5
Building Products		0.4			0.4
Automobiles		0.4			0.4
Life Sciences Tools & Services		0.4			0.4
Distributors		0.4			0.4
Semiconductors & Semiconductor Equipment		0.4			0.4
Capital Markets		0.2			0.2
Health Care Equipment & Supplies		—			2.5
Household Durables		—			0.8
Metals & Mining		—			0.6
Electrical Equipment		—			0.1
Chemicals		—			—
Oil, Gas & Consumable Fuels		—			—
Totals		100.0	%		100.0	%

The following table shows the geographic composition of the portfolio at fair value at September 30, 2023 and December 31, 2022. The geographic composition is determined by several factors including the location of the corporate headquarters and the country of registration of the portfolio company.


Geography	September 30, 2023			December 31, 2022
United States		82.9	%		85.4	%
United Kingdom		7.4			7.2
Germany		5.0			3.7
Canada		1.1			1.1
Switzerland		1.0			1.0
Netherlands		1.0			—
Slovenia		0.9			0.9
Australia		0.7			0.7
Totals		100.0	%		100.0	%

Market and Credit Risk

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.

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. 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 fair 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.

6. Other Related Party Transactions

Advisor Reimbursements

The Current 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, 2023, the Company incurred $17,093 and $51,280, respectively, for its share of office space rental, which is included in investment advisor expenses on the Consolidated Statements of Operations. For the three and nine months ended September 30, 2022, the Company incurred $25,819 and $77,457, respectively, for its share of office space rental, which is included in investment advisor expenses on the Consolidated Statements of Operations.

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, 2023 were $176,743 and $533,212, respectively. Reimbursements to the Advisor and their affiliates for such purposes during the three and nine months ended September 30, 2022 were zero and $161,895, respectively. As of September 30, 2023 and December 31, 2022, the Company was owed $37,500 and zero, respectively, from the Advisor for director fees, which is included in Prepaid expenses and other assets on the Consolidated Statements of Assets and Liabilities.

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, 2023, the Company incurred $225,478 and $806,566, respectively, for such administrative services expenses. For the three and nine months ended September 30, 2022, the Company incurred $345,707 and $1,010,476, respectively, for such administrative services expenses.

Advisor Stock Transactions

At September 30, 2023 and December 31, 2022, BCIA did not own any shares of the Company. At both September 30, 2023 and December 31, 2022, other entities affiliated with the Administrator and Advisor beneficially owned less than 1% of the Company’s total shares of common stock outstanding.

Proposed Merger

On September 6, 2023, the Company entered into the Merger Agreement with TCPC, Merger Sub and, solely for the limited purposes set forth therein, TCP and the Advisor. See “Note 11 – Proposed Merger with BlackRock TCP Capital Corp.” for further information regarding the Merger Agreement and the Merger.

7. Stockholders’ Equity and Dividends

Dividends to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the Board. 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 dividends on behalf of stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes, and the Company declares, a cash dividend, 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 dividends. Additionally, if the Company makes a dividend to be paid in cash or in stock at the election of stockholders as of the applicable dividend record date (a “Cash/Stock Dividend”), the terms are subject to the amended Plan dated May 13, 2020 described below.

For the three and nine months ended September 30, 2023 and 2022, declared dividends to common stockholders were as follows:


Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount		Reinvested dividends paid during quarter (1) (2)
February 28, 2023	March 16, 2023	April 6, 2023	Regular	$	0.10	$	7,257,191	$	768,930
April 26, 2023	June 15, 2023	July 6, 2023	Regular		0.10		7,257,191		737,537
August 1, 2023	September 15, 2023	October 6, 2023	Regular		0.10		7,257,191		710,996
Total				$	0.30	$	21,771,573	$	2,217,463



Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount		Reinvested dividends paid during quarter (1) (2)
March 1, 2022	March 17, 2022	April 7, 2022	Regular	$	0.10	$	7,380,270	$	698,261
April 27, 2022	June 16, 2022	July 7, 2022	Regular		0.10		7,363,184		744,840
August 2, 2022	September 15, 2022	October 6, 2022	Regular		0.10		7,312,237		691,653
Total				$	0.30	$	22,055,691	$	2,134,754

(1)

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

(2)

Dividends reinvested through purchase of shares in the open market.

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 dividend payment date (such condition often referred to as a “market premium”), the reinvestment plan agent will invest the dividend 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 dividend by the greater of (i) the NAV or (ii) 95% of the closing market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the closing market price per share on such dividend 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 divided amount in newly issued shares on behalf of the participants or (b) invest the dividend amount in shares acquired on behalf of the participants in open-market purchases.

On May 13, 2020, the Company's Board adopted further amendments to the Plan. Under the terms of the amended Plan, if the Company makes a Cash/Stock Dividend, each stockholder will be required to elect whether to receive the dividend 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 Dividend in cash, the stockholder will be deemed to have elected not to participate in the Plan solely with respect to such Cash/Stock Dividend and will receive the dividend in cash subject to any rules applicable to the dividend that may limit the portion of the dividend the Company is required to pay in cash. If the stockholder is a Plan participant and elects to receive the Cash/Stock Dividend in stock, the stockholder will receive the dividend 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 dividend (or portion of the dividend 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. At the Company's special meeting of stockholders held on May 3, 2022, stockholders did not approve the Company's ability to sell or otherwise issue shares of common stock at a price below its then current NAV per share for a 12-month period expiring on the anniversary of the date of stockholder approval.

On October 28, 2022, the Company’s Board authorized the Company to purchase up to a total of 8,000,000 shares, commencing on November 7, 2022 and effective until the earlier of November 6, 2023 or such time that all of the authorized shares have been repurchased (the “Company Repurchase Plan”), in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). Upon expiration of the prior Company Repurchase Plan on November 6, 2023, the Company's Board reapproved the authorization for the Company to purchase up to a total of 8,000,000 shares, commencing on November 7, 2023 and effective until the earlier of (i) November 6, 2024 or (ii) such time that all the authorized shares have been repurchased, subject to the terms of the share repurchase program.

No shares were repurchased by the Company under the Company Repurchase Plan for the three and nine months ended September 30, 2023. As of September 30, 2023, 8,000,000 shares remained available for repurchase.

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, 2022:


September 30, 2022	Shares Repurchased		Price Per Share		Total Cost
Three Months Ended		463,911	$	3.68	$	1,705,878
Nine Months Ended		990,302		3.77		3,732,566

Since inception of the original repurchase plan through September 30, 2023, the Company has purchased 11,909,890 shares of its common stock on the open market for $73,373,702, including brokerage commissions through the repurchase plan. The Company currently holds the shares it repurchased in treasury stock.

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, 2023 and 2022.


	Three Months Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Net increase (decrease) in net assets resulting from operations	$	10,826,336	$	5,607,211	$	20,847,424	$	8,589,425
Weighted average shares outstanding – basic(1)		72,571,907		73,170,323		72,571,907		73,551,057
Earnings (loss) per share – basic and diluted	$	0.15	$	0.08	$	0.29	$	0.12

(1)

The Company’s 2022 Convertible Notes were repaid on their June 15, 2022 maturity (see Note 4). No adjustments for interest or incremental shares were included for the nine month period ended September 30, 2022 because the effect would be antidilutive.

Diluted earnings per share is computed using the if-converted method, which assumes conversion of convertible securities at the beginning of the reporting period and is intended to show the maximum dilution effect to common stockholders regardless of how the conversion can occur.

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, 2023 and December 31, 2022. 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, 2023 and December 31, 2022, the Company had unfunded commitments of $38.4 million across 53 portfolio companies and $72.1 million across 51 portfolio companies, respectively. The aggregate fair value of unfunded commitments at September 30, 2023 and December 31, 2022 was $37.9 million and $70.0 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, 2023 and 2022:


	Nine Months Ended
	September 30, 2023			September 30, 2022
Per Share Data:
Net asset value, beginning of period	$	4.39		$	4.73

Investment Operations:
Net investment income, before incentive fees		0.46			0.29
Incentive fees(1)		(0.08	)		—
Net investment income(1)		0.38			0.29
Net realized and unrealized gain (loss)		(0.09	)		(0.17	)
Total from investment operations		0.29			0.12

Cumulative effect of adjustment for the adoption of ASU 2020-06(2)		—			(0.01	)

Repurchase of common stock		—			0.02

Dividends to stockholders(3)		(0.30	)		(0.30	)

Net asset value, end of period	$	4.38		$	4.56

Market price at end of period	$	3.71		$	3.39
Total return based on market price(4)		11.40	%		(8.59	)%
Total return based on net asset value(5)		8.45	%		3.99	%
Shares outstanding at end of period		72,571,907			72,890,231

Ratios to average net assets(6):
Operating expenses, before incentive fees		4.52	%		3.95	%
Interest and other debt related expenses		6.66	%		3.49	%
Total expenses, before incentive fees		11.18	%		7.44	%
Incentive fees(1)		1.91	%		0.05	%
Total expenses, after incentive fees		13.09	%		7.49	%
Net investment income		12.09	%		8.34	%

Net assets at end of period	$	317,598,204		$	332,033,743
Portfolio turnover rate		12	%		30	%
Weighted average interest rate on debt(7)		7.63	%		4.98	%
Weighted average debt outstanding	$	273,078,759		$	224,779,551
Weighted average shares outstanding		72,571,907			73,551,057
Weighted average debt per share(8)	$	3.76		$	3.06

(1)

For the nine months ended September 30, 2023, the net investment income per share amount displayed above is net of incentive fees based on income and a hypothetical liquidation basis GAAP accrual of incentive fees on capital gains of $0.08 per share or 1.91% of average net assets. For the nine months ended September 30, 2022, the net investment income per share amount displayed above is net of a reversal of hypothetical liquidation basis GAAP incentive fees on capital gains of $(0.02) per share, or (0.45)% of average net assets.

(2)

The Company adopted ASU 2020-06 under the modified retrospective basis as of January 1, 2022 (see Note 4).

(3)

For the nine months ended September 30, 2023, it is estimated that all of the $21.8 million declared dividends were from net investment income based on book income. The amount of dividend related to net investment income and return of capital will be adjusted on an annual basis, if necessary, and calculated in accordance with federal income tax regulations (see Note 2).

(4)

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 shares are purchased at market price at the beginning of the period and the dividends are reinvested in accordance with the Company’s dividend reinvestment plan. Not annualized.

(5)

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 shares are purchased at market price at the beginning of the period and the dividends are reinvested in accordance with the Company’s dividend reinvestment plan. Not annualized.

(6)

Annualized, except for incentive fees.

(7)

Weighted average interest rate on debt includes contractual interest 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. Proposed Merger with BlackRock TCP Capital Corp.

On September 6, 2023, the Company entered into the Merger Agreement with TCPC, Merger Sub, and, solely for the limited purposes set forth therein, the Advisor and TCP. The Merger Agreement provides that, subject to the requisite approvals of the Company's stockholders and TCPC's stockholders being obtained, required regulatory approvals and the other conditions set forth in the Merger Agreement, at the effective time, the Company will merge with and into Merger Sub, with Merger Sub continuing as the surviving company and as a direct wholly-owned subsidiary of Special Value Continuation Partners LLC, a Delaware limited liability company and direct wholly-owned consolidated subsidiary of TCPC. The boards of directors of the Company and TCPC, in each case on the recommendation of a special committee comprised solely of all of the independent directors of the Company and TCPC, as applicable, have approved the Merger Agreement and the transactions contemplated thereby.

At the Effective Time, (as defined in the Merger Agreement), each share of common stock, par value $0.001 per share, of the Company (“BCIC Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares (i) owned by TCPC or any of its consolidated subsidiaries or (ii) held by the Company as treasury stock (the “Cancelled Shares”) will be converted into the right to receive a number of shares of TCPC Common Stock equal to the Exchange Ratio (as defined below), plus any cash (without interest) in lieu of fractional shares.

Each of the Company and TCPC will deliver to the other a calculation of its net asset value as of a date no more than 48 hours prior to the closing of the Merger (the “Determination Date”) in each case, based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value historically used in preparing the calculation of the net asset value per share by the applicable party, except (i) that, in the case of the Company, any quoted investments valued by reference to bid-ask prices will be valued at the mid-point of the bid-ask spread as reported by the pricing vendor or broker, such that the valuation treatment of such investments is consistent with the valuation policies of TCPC, and (ii) as otherwise may be mutually agreed by the parties. We refer to such calculation with respect to the Company as the "Closing Company Net Asset Value" and such calculation with respect to TCPC as the "Closing TCPC Net Asset Value". Based on such calculations, the parties will calculate the “Company Per Share NAV”, which will be equal to (A) the Closing Company Net Asset Value divided by (B) the number of shares of Company common stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares), and the “TCPC Per Share NAV”, which will be equal to (A) the Closing TCPC Net Asset Value divided by (B) the number of shares of common stock issued and outstanding as of the Determination Date. The “Exchange Ratio” will be equal to the quotient (rounded to four (4) decimal places) of (i) the Company Per Share NAV divided by (ii) TCPC Per Share NAV, each calculated as of the Determination Date.

The Company and TCPC will update and redeliver the Closing Company Net Asset Value or the Closing TCPC Net Asset Value, respectively, in the event that the closing of the Merger is delayed or there is a more than de minimis change to such calculation between the Determination Date and the closing of the Merger and if needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the effective time of the Merger.

The Merger Agreement contains customary representations and warranties by each of the Company, the Advisor, TCP and TCPC. The Merger Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of the Company’s and TCPC’s businesses during the period prior to the closing of the Mergers. Consummation of the Merger, which is currently anticipated to occur during the first quarter of 2024, is subject to certain closing conditions, including requisite approvals of the Company’s stockholders and TCPC’s stockholders and regulatory approvals.

The Merger Agreement also contains certain termination rights in favor of the Company and TCPC, including if the Merger is not completed on or before August 31, 2024 or if the requisite approvals of the Company or TCPC stockholders are not obtained. The Merger Agreement provides that, upon the termination of the Merger Agreement under certain circumstances, a third party acquiring the Company may be required to pay TCPC a termination fee of approximately $9.4 million. The Merger Agreement provides that, upon the termination of the Merger Agreement under certain circumstances, a third party acquiring TCPC may be required to pay the Company a termination fee of approximately $22.4 million.

In connection with the signing of the Merger Agreement, TCPC and TCP entered into an amended and restated investment advisory agreement that will become effective as of the Effective Time (the “TCPC Amended and Restated Investment Advisory Agreement”) that provides that TCP will reduce its annual base management fee rate for managing TCPC from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of TCPC (for the avoidance of doubt, the base management fee rate on assets that exceed 200% of the net asset value of TCPC would remain 1.00%) with no change to the basis of calculation.

In connection with the signing of the Merger Agreement, TCPC also entered into a fee waiver agreement (the “Fee Waiver Agreement”) with TCP. The Fee Waiver Agreement provides that TCP will waive all or a portion of its advisory fees to the extent the adjusted net investment income of TCPC on a per share basis (determined by dividing the adjusted net investment income of TCPC by the weighted average outstanding shares of TCPC during the relevant quarter) is less than $0.32 per share in any of the first four (4) fiscal quarters ending after the Effective Time (the first of which will be the quarter in which the Effective Time occurs unless it is the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit.

The Merger is expected to be accounted for as an asset acquisition of the Company by TCPC in accordance with the asset acquisition method of accounting as detailed in ASC 805-50 ("ASC 805"), Business Combinations-Related Issues. Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, assets are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 provides that asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.

As set forth in the Fee Waiver Agreement, TCP has agreed that, for purposes of calculating net investment income and certain incentive fee calculations under the TCPC Amended and Restated Investment Advisory Agreement, TCP will exclude any amortization or accretion of any purchase premium or purchase discount to interest income or any gains and losses resulting solely from accounting adjustments to the cost basis of the Company assets acquired in the Merger as required under ASC 805.

All fees and expenses incurred by any party or any of its consolidated subsidiaries in connection with the Merger Agreement will be paid by the party incurring such fees or expenses, whether or not the Merger is consummated. All fees and expenses (whether or not incurred or owed by the Company or TCPC) related to (i) the drafting of the Merger Agreement and the other documents and agreements related thereto and the transactions contemplated thereby and the joint proxy statement/prospectus, (ii) filing and other fees paid to the SEC in connection with the transactions contemplated by the Merger Agreement, and (iii) filing and other fees incurred in connection with any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the transactions contemplated by the Merger Agreement will be borne by the Company and TCPC on a pro rata basis based upon the relative net assets of the Company and TCPC as of the date on which the Exchange Ratio is determined, subject to the sharing of a portion of these charges by the Advisor or TCP as described below.

The Advisor, in the case of the Company, and TCP, in the case of TCPC, will each bear 50% of the aggregate reasonable out-of-pocket costs and expenses incurred by the Company or TCPC, as applicable, up to a combined aggregate amount equal to $6 million, except that if the Closing does not occur because either the TCPC stockholders fail to approve the TCPC merger proposal or the Company stockholders fail to approve the Company stock issuance proposal, then, such amount will be reduced to $3 million. The foregoing expense limits will be allocated between the Company and TCPC on a pro rata basis based upon the relative net assets of the Company and TCPC as of the date on which the Exchange Ratio is determined, subject to reallocation should one of the Company or TCPC incur expenses that are less than its proportional amount of the expense cap. In accordance with ASC 805, transaction expenses of TCPC are capitalized and deferred, while transaction expenses of the Company are expensed as incurred. For the three and nine months ended September 30, 2023, the Company incurred approximately $428,000 and $859,000 respectively in transaction related expenses which have been recorded in the Consolidated Statements of Operations.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement (except as may be expressly set forth in the Merger Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Stockholders and security holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to the Merger Agreement.

12. Subsequent events

On November 7, 2023, the Company’s Board declared a dividend of $0.10 per share, payable on January 8, 2024 to stockholders of record at the close of business on December 15, 2023.

On November 6, 2023, the Company's Repurchase Plan, authorizing the Company to repurchase 8,000,000 shares, expired. On November 7, 2023, the Company's Board reapproved the authorization for the Company to purchase up to a total of 8,000,000 shares, commencing on November 7, 2023 and effective until the earlier of (i) November 6, 2024 or (ii) such time that all of the authorized shares have been repurchased, subject to the terms of the share repurchase program.

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.

Forward-looking statements

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 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, inflation, foreign exchange rates or financial and capital markets;

•

the unfavorable resolution of legal proceedings;

•

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

•

the Merger, the likelihood the Merger is completed, the anticipated timing of its completion and the outcome and impact of any litigation relating to the Merger. See “Note 11 – Proposed Merger with BlackRock TCP Capital Corp.” for further information regarding the Merger Agreement and the Merger.

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.

On September 6, 2023, the Company entered into the Merger Agreement with TCPC, Merger Sub, and, solely for the limited purposes set forth therein, TCP and the Advisor. See “Note 11 – Proposed Merger with BlackRock TCP Capital Corp.” for further information regarding the Merger Agreement and the Merger.

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, the competitive environment for the types of investments we make and the level of repayment activity from our portfolio companies.

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, 2023, approximately 17.4% 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 monthly, 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, end-of-term or exit fees, for providing significant managerial assistance, and other investment related income.

Expenses

Our primary operating expenses include the payment of a Management Fee and, depending on our operating results, Incentive Fees, interest and Credit Facility fees, expenses reimbursable under the Current 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 and estimates

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 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 as 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.

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 adopted accounting pronouncements, if applicable. Management considers Investment Valuation 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. Pursuant to Rule 2a-5 (the "Rule") under the 1940 Act, the Company’s Board has designated the Advisor as the Company’s Valuation Designee to perform certain fair value functions, including performing fair value determinations, and has reviewed and approved amended policies and procedures adopted by BCIA to seek to ensure compliance with the requirements of the Rule as part of such designation. The Valuation Designee will provide quarterly valuation reporting and notifications on any material valuation matters to the Board as required under the Rule (see Note 2 to the consolidated financial statements).

Financial and operating highlights

At September 30, 2023:

Investment portfolio, at fair value: $595.3 million

Net assets: $317.6 million

Indebtedness, excluding deferred issuance costs: $276.0 million

Net asset value per share: $4.38

Portfolio Activity for the Three Months Ended September 30, 2023:

Cost of investments during period, including PIK: $40.3 million

Sales, repayments and other exits during period: $43.6 million

Number of portfolio companies at end of period: 120

Operating Results for the Three Months Ended September 30, 2023:

Net investment income per share: $0.13

Dividends declared per share: $0.10

Basic earnings (loss) per share: $0.15

Net investment income: $9.5 million

Net realized and unrealized gain (loss): $1.3 million

Net increase (decrease) in net assets from operations: $10.8 million

Net investment income per share, as adjusted1: $0.13

Basic earnings (loss) per share, as adjusted1: $0.15

Net investment income, as adjusted1: $9.8 million

Net increase (decrease) in net assets from operations, as adjusted1: $11.1 million

As Adjusted1: 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. See “Supplemental Non-GAAP information” for further information on non-GAAP financial measures and for as adjusted items, which are adjusted to remove the impact of hypothetical liquidation basis incentive fee expense accrual (reversal) based on capital gains that was recorded, as required by GAAP, if any, 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, 2023.

Portfolio and investment activity

We invested approximately $40.3 million, including PIK, during the three months ended September 30, 2023. The new investments consisted of senior secured loans secured by first lien $40.2 million, or 99.8% and equity securities $0.1 million, or 0.2%. Additionally, we received proceeds from sales, repayments and other exits of approximately $43.6 million during the three months ended September 30, 2023.

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, 2023, our portfolio of $595.3 million (at fair value) consisted of 120 portfolio companies and was invested approximately 96% in senior secured loans, 3% in unsecured or subordinated debt securities, and less than 1% in equity investments. Our average investment by portfolio company at amortized cost was approximately $5.7 million at September 30, 2023. Our largest portfolio company investment at fair value was approximately $24.9 million and our five largest portfolio company investments at fair value comprised approximately 13% of our portfolio at September 30, 2023. At December 31, 2022, our portfolio of $570.5 million (at fair value) consisted of 116 portfolio companies and was invested 94% in senior secured loans, 4% in unsecured or subordinated debt securities, 2% in equity investments and less than 1% in senior secured notes. Our average investment by portfolio company at amortized cost was approximately $5.7 million at December 31, 2022. Our largest portfolio company investment at fair value was approximately $24.9 million and our five largest portfolio company investments by value comprised approximately 14% of our portfolio at December 31, 2022.

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, or other geopolitical or macroeconomic events, 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, 2023, our top three industry concentrations at fair value consisted of Software (16.8%), Diversified Financial Services (14.6%), and Internet Software & Services (11.9%). At December 31, 2022, our top three industry concentrations at fair value consisted of Software (15.2%), Diversified Financial Services (14.5%) and Internet Software & Services (11.1%) (see Note 5 to the consolidated financial statements).

The weighted average portfolio yields at fair value and cost as of September 30, 2023 and December 31, 2022 were as follows:


	September 30, 2023						December 31, 2022
	Fair Value			Cost			Fair Value			Cost
Weighted Average Yield(1)
Total portfolio		12.8	%		11.4	%		11.9	%		10.6	%
Senior secured loans		13.2	%		13.2	%		12.4	%		12.4	%
Other debt securities		3.5	%		1.7	%		3.4	%		1.7	%
Debt and income producing equity securities		12.9	%		12.4	%		12.0	%		11.6	%

(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.

For the three and nine months ended September 30, 2023, the total return based on net asset value was 3.9% and 8.5%, respectively. For the three and nine months ended September 30, 2023, the total return based on market price was 16.2% and 11.4%, respectively. For the three and nine months ended September 30, 2022, the total return based on net asset value was 2.5% and 4.0%, respectively. For the three and nine months ended September 30, 2022, the total return based on market price was (5.1)% and (8.6)%, respectively. Total returns are historical and are calculated by determining the percentage change in the net asset value or market price with all dividends reinvested, if any. Dividends 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 review these investment ratings on a quarterly basis. Our weighted average investment rating was 1.45 at September 30, 2023 and 1.33 at December 31, 2022. The following is a distribution of the investment ratings of our portfolio companies, at fair value, at September 30, 2023 and December 31, 2022:


	September 30, 2023		December 31, 2022
Grade 1	$	378,081,690	$	422,813,958
Grade 2		188,746,840		117,689,506
Grade 3		8,426,177		9,675,397
Grade 4		20,053,866		15,936,823
Not Rated(1)		33,503		4,373,400
Total investments	$	595,342,076	$	570,489,084

(1)

The 'Not Rated' category at September 30, 2023 consists primarily of the Company's residual equity investment in MBS Parent, LLC. The 'Not Rated' category at December 31, 2022 consists primarily of the Company’s residual equity investment in Stitch Holdings, L.P. 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, 2023 and 2022.

Investment income


	Three Months Ended
	September 30, 2023		September 30, 2022
Investment income
Interest and fees on senior secured loans	$	20,942,254	$	15,726,740
Interest and fees on other debt securities		202,885		168,523
Interest earned on short-term investments, cash equivalents		103,466		48,942
Dividends on equity securities		91,823		81,188
Total investment income	$	21,340,428	$	16,025,393

Total investment income for the three months ended September 30, 2023 increased $5.3 million, or 33.2%, as compared to the three months ended September 30, 2022. The increase was primarily due to a 28.2% increase in the weighted average yield on senior secured loans period over period as a result of a higher interest rate environment, and an 8.3% higher average balance in senior secured loans, at amortized cost, during the three months ended September 30, 2023. The increased balance of senior secured loans is primarily due to net deployments during 2022 and the nine months ended September 30, 2023, which were substantially all in senior secured debt.

Expenses


	Three Months Ended
	September 30, 2023		September 30, 2022
Operating expenses
Interest and other debt expenses	$	5,682,588	$	3,337,735
Management fees		2,278,742		2,118,115
Incentive fees on income		2,070,446		1,621,402
Incentive fees on capital gains		261,077		—
Professional fees		529,477		214,022
Administrative expenses		225,478		345,707
Director fees		208,125		149,375
Insurance expense		144,452		187,022
Investment advisor expenses		17,093		25,819
Other operating expenses		405,266		363,161
Total expenses	$	11,822,744	$	8,362,358

Total expenses increased $3.5 million, or 41.4%, for the three months ended September 30, 2023 from the comparable period in 2022, primarily due to increases in interest and other debt expenses, Incentive Fees on income, accrued Incentive Fees on capital gains as required by GAAP and professional fees during the three months ended in September 30, 2023.

Interest and other debt expenses increased approximately $2.3 million, or 70.3%, for the three months ended September 30, 2023 from the comparable period in 2022 due to an increase in the average debt outstanding and significantly higher benchmark interest rates period over period (see Note 4 to the consolidated financial statements).

Incentive fees on income increased approximately $0.4 million for the three months ended September 30, 2023 from the comparable period in 2022 due to higher pre-incentive fee net investment income in excess of the hurdle period over period.

The Company is required under GAAP to accrue a hypothetical liquidation basis incentive fee on capital gains (if any), based upon net realized capital gains and unrealized capital appreciation and depreciation on investments held at the end of each period. If the resulting calculation amount is negative, the accrual for GAAP in a given period may result in the reduction or reversal of incentive fees on capital gains accrued in a prior period (see Note 3 to the consolidated financial statements). The accrual of incentive fees on capital gains was $0.3 million and zero during the three months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, the balance of accrued incentive fees on capital gains was $0.3 million and zero, respectively. However, as of September 30, 2023, no incentive fees on capital gains were realized and payable to the Advisor as of such date.

Professional fees increased approximately $0.3 million due to transaction costs incurred by the Company related to the proposed Merger net of costs borne by the Advisor (see Note 11 to the consolidated financial statements).

Net investment income

Net investment income was $9.5 million and $7.7 million for the three months ended September 30, 2023 and 2022, respectively. The increase of approximately $1.8 million, or 24.2%, was due to a $5.3 million increase in total investment income, partially offset by a $3.5 million increase in expenses described above.

Net realized gain or loss

Net realized gain (loss) recorded for the three months ended September 30, 2023 was $0.2 million, primarily due to the exit of our warrants in FinancialForce.com, Inc. and an equity distribution received from MBS Parent, LLC. Net realized gain (loss) recorded for the three months ended September 30, 2022 was $0.4 million, primarily due to the escrow proceeds received from SVP - Singer Holdings, LP and ECI Cayman Holdings, LP, which were exited during 2021 and 2018, respectively.

Net unrealized appreciation or depreciation

For the three months ended September 30, 2023 and 2022, the change in net unrealized appreciation or depreciation on our investments and Interest Rate Swap was an increase in net unrealized appreciation of $1.1 million and an increase in net unrealized depreciation of $(2.4) million, respectively. The increase in net unrealized appreciation for the three months ended September 30, 2023 was primarily due to i) $3.1 million of net unrealized appreciation in various positions across our portfolio including $1.3 million of unrealized appreciation on our debt position in Astra Acquisition Corp. (Anthology), partially offset by ii) $(1.8) million of unrealized depreciation on our debt positions in Magenta Buyer, LLC (McAfee) and Whele LLC (Perch), and iii) $(0.2) million of unrealized depreciation on our Interest Rate Swap. The increase in net unrealized depreciation for the three months ended September 30, 2022 was primarily due to i) $(2.7) million of net unrealized depreciation across our portfolio during the period as a result of general market declines, partially offset by a $1.6 million reversal of previously recognized unrealized depreciation due to our exit from Juul Labs, Inc. at par during the period, and ii) $(1.0) million of unrealized depreciation related to our Interest Rate Swap.

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, 2023 and 2022 was approximately $10.8 million and $5.6 million, respectively. The increase is primarily due to a $1.8 million increase in net investment income and a $3.4 million increase in net realized and unrealized gain (loss) period-over-period.

Results comparisons for the nine months ended September 30, 2023 and 2022.

Investment income


	Nine Months Ended
	September 30, 2023		September 30, 2022
Investment income
Interest and fees on senior secured loans	$	58,925,329	$	39,700,263
Interest and fees on other debt securities		600,136		453,727
Dividends and fees on equity securities		267,205		235,799
Interest earned on short-term investments, cash equivalents		253,184		86,846
Total investment income	$	60,045,854	$	40,476,635

Total investment income for the nine months ended September 30, 2023 increased $19.6 million, or 48.3%, as compared to the nine months ended September 30, 2022. The increase was primarily due to a 34.2% increase in the weighted average yield on senior secured loans period over period as a result of a higher interest rate environment, and a 13.3% higher average balance in senior secured loans, at amortized cost, during the nine months ended September 30, 2023. The increased balance of senior secured loans is primarily due to net deployments during 2022 and the nine months ended September 30, 2023, which were substantially all in senior secured debt.

Expenses


	Nine Months Ended
	September 30, 2023		September 30, 2022
Operating expenses
Interest and other debt expenses	$	15,883,269	$	8,927,377
Management fees		6,631,122		6,125,146
Incentive fees on income		5,832,531		1,709,758
Incentive fees on capital gains		261,077		(1,544,569	)
Professional fees		972,638		724,368
Administrative expenses		806,566		1,010,476
Director fees		657,125		455,625
Insurance expense		468,155		582,894
Investment advisor expenses		51,280		77,457
Other operating expenses		1,192,695		1,129,757
Total expenses	$	32,756,458	$	19,198,289

Total expenses increased $13.6 million, or 70.6%, for the nine months ended September 30, 2023 from the comparable period in 2022, primarily due to increases in interest and other debt expenses and incentive fees on income during the nine months ended in September 30,

2023, coupled with the reversal of previously accrued incentive fees on capital gains as required by GAAP during the nine months ended September 30, 2022.

Interest and other debt expenses increased approximately $7.0 million, or 77.9%, for the nine months ended September 30, 2023 from the comparable period in 2022 due to an increase in the average debt outstanding and significantly higher benchmark interest rates period over period (see Note 4 to the consolidated financial statements).

Incentive fees on income increased approximately $4.1 million for the nine months ended September 30, 2023 from the comparable period in 2022 due to higher pre-incentive fee net investment income in excess of the hurdle period over period.

The Company is required under GAAP to accrue a hypothetical liquidation basis Incentive Fee on capital gains (if any), based upon net realized capital gains and unrealized capital appreciation and depreciation on investments held at the end of each period. If the resulting calculation amount is negative, the accrual for GAAP in a given period may result in the reduction or reversal of incentive fees on capital gains accrued in a prior period (see Note 3 to the consolidated financial statements). The accrual (reversal) of incentive fees on capital gains was $0.3 million and $(1.5) million during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, the balance of accrued incentive fees on capital gains was $0.3 million and zero, respectively. However, as of September 30, 2023, no incentive fees on capital gains were realized and payable to the Advisor as of such date.

Net investment income

Net investment income was $27.3 million and $21.3 million for the nine months ended September 30, 2023 and 2022, respectively. The increase of approximately $6.0 million, or 28.2%, was due to a $19.6 million increase in total investment income, partially offset by a $13.6 million increase in expenses described above.

Net realized gain or loss

Net realized gain (loss) recorded for the nine months ended September 30, 2023 was $(0.2) million, due to the realized loss from the full sales of our positions in Kemmerer Holdings, LLC and Advanced Lighting Technologies, LLC, partially offset by the escrow proceeds received from SVP-Singer Holdings, LP, which was exited during 2021, an equity distribution received from MBS Parent, LLC, and the proceeds received due to the exit of our warrants in FinancialForce.com, Inc. Net realized gain (loss) for the nine months ended September 30, 2022 was $1.2 million, primarily due to escrow proceeds received from SVP – Singer Holdings, LP and ECI Cayman Holdings, LP, which was exited in 2018.

Net unrealized appreciation or depreciation

For the nine months ended September 30, 2023 and 2022, the change in net unrealized appreciation or depreciation on our investments and Interest Rate Swap was an increase in net unrealized depreciation of $(6.2) million and $(13.9) million, respectively. The increase in net unrealized depreciation for the nine months ended September 30, 2023 was primarily due to i) $(4.4) million of unrealized depreciation on our equity position in Stitch Holdings, L.P., ii) $(2.4) million of unrealized depreciation on our debt positions in Magenta Buyer, LLC (McAfee), iii) $(2.5) million of unrealized depreciation on our debt positions in Thras.io, LLC and Whele LLC (Perch), iv) $(1.3) million of unrealized depreciation on our debt position in Astra Acquisition Corp. (Anthology), and v) $(0.6) million of unrealized depreciation on our Interest Rate Swap, partially offset by a $4.9 million net increase in unrealized appreciation on the remaining portfolio positions during the nine months ended September 30, 2023. The increase in net unrealized depreciation for the nine months ended September 30, 2022 was primarily due to i) an overall increase in valuation depreciation across our portfolio due to spread widening and general market declines during the period (see Item 1A. Risk Factors), out of which our investments in Zest Acquisition Corp., Thras.io, LLC, Stitch Holdings L.P., Astra Acquisition Corp., Syndigo, LLC, and Magenta Buyer, LLC contributed to $(4.8) million of that decrease; ii) $(1.2) million of unrealized depreciation related to our Interest Rate Swap; partially offset by iii) $0.7 million of net unrealized appreciation in Gordon Brothers Finance Company, including the reversal of $2.0 million of previously recognized depreciation on the position as a result of a paydown during the period, net of $(1.3) million of valuation depreciation on the position during the period.

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, 2023 and 2022 was approximately $20.8 million and $8.6 million, respectively. The increase is primarily due to a $6.0 million increase in net investment income and a $6.2 million increase in net realized and unrealized gain (loss) 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, 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, 2023			September 30, 2022			September 30, 2023			September 30, 2022
GAAP Basis:
Net Investment Income	$	9,517,684		$	7,663,035		$	27,289,396		$	21,278,346
Net Investment Income per share		0.13			0.10			0.38			0.29
Addback: GAAP incentive fee accrual (reversal) based on capital gains		261,077			—			261,077			(1,544,569	)
Addback: GAAP incentive fee based on Income		2,070,446			1,621,402			5,832,531			1,709,758
Pre-Incentive Fee1:
Net Investment Income	$	11,849,207		$	9,284,437		$	33,383,004		$	21,443,535
Net Investment Income per share		0.16			0.13			0.46			0.29
Less: Incremental incentive fee based on Income		(2,070,446	)		(1,621,402	)		(5,832,531	)		(1,709,758	)
As Adjusted2:
Net Investment Income	$	9,778,761		$	7,663,035		$	27,550,473		$	19,733,777
Net Investment Income per share		0.13			0.10			0.38			0.27

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

As Adjusted2: Amounts are adjusted to remove the GAAP accrual (reversal) for incentive fee based on capital gains (if any), and to include only the incremental incentive fee based on income (if any). 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, 2023 and 2022, respectively (see Note 3). 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.

Financial condition, liquidity and capital resources

During the nine months ended September 30, 2023, 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 provided by operating activities for the nine months ended September 30, 2023 was $1.5 million. Our use of cash from operating activities during the period primarily consisted of $(24.8) million in net purchases of investments, excluding PIK capitalization.

Net cash used in financing activities during the nine months ended September 30, 2023 was $(2.3) million. Our sources of cash from financing activities consisted of $22.0 million in net debt borrowings under the Credit Facility. Our uses of cash consisted of cash dividends paid to stockholders of $(21.8) million and payments of debt issuance costs of $(2.5) million.

In the normal course of business, we may enter into guarantees on behalf of portfolio companies. Under these arrangements, we 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, 2023 and December 31, 2022. 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, 2023 and December 31, 2022, we were

obligated to existing portfolio companies for unfunded commitments of $38.4 million across 53 portfolio companies and $72.1 million across 51 portfolio companies, respectively.

As of September 30, 2023, we have analyzed cash and cash equivalents and availability under our Credit Facility and believe that there is sufficient liquidity to meet all of our obligations, fund unfunded commitments should the need arise, and deploy capital into new and existing portfolio companies.

Contractual obligations

A summary of our significant contractual payment obligations for the repayment of outstanding borrowings at September 30, 2023 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)	$	184.0	$	—	$	—	$	184	$	—
2025 Private Placement Notes		92.0		—		92.0		—		—
Interest and Debt Related Payables		1.9		1.9		—		—		—

(1)

At September 30, 2023, $81.0 million remained undrawn under our Credit Facility.

Dividends

Our quarterly dividends, if any, are determined by our Board. Dividends 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 dividends at all or dividends at a particular level. The following table lists the quarterly dividends per share from our common stock since September 2021:


Dividend Amount Per Share Outstanding	Record Date	Payment Date
$0.10	September 15, 2021	October 6, 2021
$0.10	December 16, 2021	January 6, 2022
$0.10	March 17, 2022	April 7, 2022
$0.10	June 16, 2022	July 7, 2022
$0.10	September 15, 2022	October 6, 2022
$0.10	December 16, 2022	January 6, 2023
$0.10	March 16, 2023	April 6, 2023
$0.10	June 15, 2023	July 6, 2023
$0.10	September 15, 2023	October 6, 2023
$0.10	December 15, 2023	January 8, 2024

Tax characteristics of all dividends are reported to stockholders on Form 1099-DIV or Form 1042-S 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. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:

•

98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;

•

98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and

•

certain undistributed amounts from previous years on which we paid no U.S. federal income tax.

We may, at our discretion, carry forward taxable income in excess of calendar year dividends 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 dividends, we may in the future decide to retain such capital gains for investment. There was no provision for federal excise taxes recorded for the year ended December 31, 2022.

The final tax characterization of dividends is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to stockholders. Dividends can be characterized as ordinary income, capital gains and/or return of capital. To the extent that dividends exceed the Company’s current and accumulated earnings and profits, the excess may be treated as a non-taxable return of capital. Dividends 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 dividends 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 dividend are interim estimates based on GAAP that are subject to revision, and the exact character of the dividends 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 dividends for tax purposes. For the $0.10 dividend per share paid on October 6, 2023, the Company estimated that $0.10 was sourced from net investment income and there was no return of capital paid based on book income. For reporting purposes on the Consolidated Statements of Changes in Net Assets, sources of dividends 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 dividend, stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the Company's dividend reinvestment plan (the "Plan") as to receive cash dividends. Additionally, if the Company makes a dividend to be paid in cash or in stock at the election of stockholders as of the applicable dividend record date (a “Cash/Stock Dividend”), 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 Company's Board 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 dividend 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 dividend payment date (such condition often referred to as a “market premium”), the reinvestment plan agent will invest the dividend 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 dividend by the greater of (i) the NAV or (ii) 95% of the closing market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the closing market price per share on such dividend 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 dividend amount in newly issued shares on behalf of the participants or (b) invest the dividends amount in shares acquired on behalf of the participants in open-market purchases.

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 NAV per share, which could cause our stockholders to experience dilution. At the Company's special meeting of stockholders held on May 3, 2022, stockholders did not approve the Company's ability to sell or otherwise issue shares of common stock at a price below its then current NAV per share for a 12-month period expiring on the anniversary of the date of stockholder approval. We may not be able to achieve operating results that will allow us to make dividends at a specific level or to increase the amount of these dividends from time to time. Also, we may be limited in our ability to make dividends 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. GAAP 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 7, 2023, the Company’s Board declared a dividend of $0.10 per share, payable on January 8, 2024 to stockholders of record at the close of business on December 15, 2023.

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.

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, 2023, nearly 100% of our yielding debt investments, at fair value, bore interest based on floating rates, such as LIBOR, SOFR, 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, 97% 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 2025 Private Placement Notes were issued in two tranches, consisting of a fixed tranche and variable rate tranche with no floor. 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 increase (decrease) 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, 2023, assuming no changes to our investment and borrowing structure:


	Net Investment Income(1)			Net Investment Income Per Share(1)(2)
Basis Point Change ($ in millions, except per share data)
Up 400 basis points	$	14.2		$	0.20
Up 300 basis points	$	10.7		$	0.15
Up 200 basis points	$	7.1		$	0.10
Up 100 basis points	$	3.6		$	0.05
Down 100 basis points	$	(3.6	)	$	(0.05	)

(1)

Excludes the impact of incentive fees.

(2)

Per share amounts based on the weighted average shares outstanding for the most recent quarter.

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. Refer to Notes 2 and 4 for more information on the Company’s Interest Rate Swap. Projected amounts in the table above do not include the impact of interest rate changes on the Company's Interest Rate Swap.

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 Interim 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 Exchange Act). Based on that evaluation, our Interim Chief Executive Officer and Interim 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 Exchange Act.

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.

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, 2022 (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. Please refer also to those risk factors relating to our proposed merger with TCPC included under the caption “Risk Factors - Risks Relating to the Mergers” in their registration statement on Form N-14 (333-274897) filed with the SEC on October 6, 2023, which are incorporated herein by reference. 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.

The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations.

Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of Treasury, Federal Deposit Insurance Corporation ("FDIC"), Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on the Company.

For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the FDIC was appointed as receiver for SVB and Signature. Although the U.S. Department of the Treasury, the Federal Reserve and the FDIC have taken measures to stabilize the financial system, uncertainty and liquidity concerns in the broader financial services industry remain. Additionally, should there be additional systemic pressure on the financial system and capital markets, we cannot assure you of the response of any government or regulator, and any response may not be as favorable to industry participants as the measures currently being pursued. In addition, highly publicized issues related to the U.S. and global capital markets in the past have led to significant and widespread investor concerns over the integrity of the capital markets. The current situation related to SVB and Signature could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital markets, and complying with the requirements of any such rules or regulations may be burdensome. Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from the Advisor.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

During the three months ended September 30, 2023, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Price Range of Common Stock

Our common stock began trading on June 27, 2007 and is currently traded on The NASDAQ Global Select Market under the symbol “BKCC”. The following table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV, and quarterly dividends per share in each fiscal quarter to date for the year ended December 31, 2023, the year ended December 31, 2022 and the year ended December 31, 2021. On September 30, 2023, the reported closing price of our common stock was $3.71 per share.


			Stock Price				Premium/(Discount) of			Premium/(Discount) of
	NAV(1)		High(2)		Low(2)		High Sales Price to NAV(3)			Low Sales Price to NAV(3)			Declared Dividends
Fiscal Year ended December 31, 2023
First Quarter	$	4.41	$	3.81	$	3.30		(14	)%		(25	)%	$	0.10
Second Quarter	$	4.33	$	3.59	$	3.05		(17	)%		(30	)%	$	0.10
Third Quarter	$	4.38	$	3.89	$	3.32		(11	)%		(24	)%	$	0.10
Fiscal Year ended December 31, 2022
First Quarter	$	4.70	$	4.25	$	4.00		(10	)%		(15	)%	$	0.10
Second Quarter	$	4.57	$	4.34	$	3.46		(5	)%		(24	)%	$	0.10
Third Quarter	$	4.56	$	4.02	$	3.38		(12	)%		(26	)%	$	0.10
Fourth Quarter	$	4.39	$	3.90	$	3.42		(11	)%		(22	)%	$	0.10
Fiscal Year ended December 31, 2021
First Quarter	$	4.35	$	3.68	$	2.65		(15	)%		(39	)%	$	0.10
Second Quarter	$	4.68	$	4.43	$	3.48		(5	)%		(26	)%	$	0.10
Third Quarter	$	4.74	$	4.24	$	3.81		(11	)%		(20	)%	$	0.10
Fourth Quarter	$	4.73	$	4.35	$	3.80		(8	)%		(20	)%	$	0.10

(1)

NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(2)

The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter.

(3)

Calculated as the respective High/Low Stock Price minus the quarter end NAV, divided by the quarter end NAV.

Item 6. Exhibits.



2.1		Agreement and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., BCIC Merger Sub, LLC and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC and Tennenbaum Capital Partners, LLC, dated as of September 6, 2023 (1)

3.1		Certificate of Incorporation of the Registrant (2)

3.2		Certificate of Amendment to the Certificate of Incorporation of the Registrant (3)

3.3		Amended and Restated By-laws of the Registrant (4)

4.1		Form of Stock Certificate of the Registrant (5)

10.1		Eighth Amendment, dated as of September 6, 2023, by and among BlackRock Capital Investment Corporation, the Subsidiary Guarantors party thereto, the Lenders party thereto and Citibank, N.A., as administrative agent (6)

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.

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

(1)

Previously filed with Registrant's Form 8-K dated as of September 6, 2023.

(2)

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

(3)

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

(4)

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

(5)

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.

(6)

Previously filed with the Registrant's Form 8-K dated as of September 6, 2023.

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 8, 2023	By:	/s/ James E. Keenan
		James E. Keenan
		Interim Chief Executive Officer

Date: November 8, 2023	By:	/s/ Chip Holladay
		Chip Holladay
		Interim Chief Financial Officer and Treasurer

EX-31.1

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 and subsidiaries;

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 8, 2023	By:	/s/ James E. Keenan
		James E. Keenan
		Interim Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CFO CERTIFICATION

I, Chip Holladay, certify that:

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

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 8, 2023	By:	/s/ Chip Holladay
		Chip Holladay
		Interim Chief Financial Officer and Treasurer

EX-32

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 and subsidiaries (the “Company”) for the quarter ended September 30, 2023 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 Chip Holladay, as Interim 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 8, 2023

/s/ Chip Holladay
Name:	Chip Holladay
Title:	Interim Chief Financial Officer and Treasurer
Date:	November 8, 2023