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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
BlackRock Capital Investment Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
(2)
Aggregate number of securities to which transaction applies:
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
(4)
Proposed maximum aggregate value of transaction:
 
(5)
Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
(2)
Form, Schedule or Registration Statement No.:
 
(3)
Filing Party:
 
(4)
Date Filed:

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BLACKROCK TCP CAPITAL CORP.
2951 28th Street, Suite 1000
Santa Monica, California 90405
MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
January 11, 2024

Dear Stockholder:
You are cordially invited to attend the 2024 Special Meeting of Stockholders (the “TCPC Special Meeting”) of BlackRock TCP Capital Corp., a Delaware corporation (“TCPC”), to be held virtually on March 7, 2024, at 2:00 p.m. Eastern Time (11:00 a.m. Pacific Time), at the following website: https://meetnow.global/MG7S5WA. Stockholders of record of TCPC at the close of business on January 8, 2024, are entitled to notice of, and to vote at, the TCPC Special Meeting or any adjournment or postponement thereof.
The notice of special meeting and the joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the TCPC Special Meeting. At the TCPC Special Meeting, you will be asked to approve the issuance of additional shares of common stock, par value $0.001 per share, of TCPC (“TCPC Common Stock”) to be issued pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2024 (the “Merger Agreement”), among BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), TCPC, BCIC Merger Sub, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of TCPC (“Merger Sub”), and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and investment adviser to BCIC (“BCIA”), and Tennenbaum Capital Partners, LLC, a Delaware limited liability company and wholly-owned subsidiary of BCIA and investment adviser to TCPC (“TCP” and, together with BCIA, the “Advisors”) (the “TCPC Stock Issuance Proposal”).
Closing of the Merger (as defined below) is contingent upon (a) TCPC stockholder approval of the TCPC Stock Issuance Proposal, (b) BCIC stockholder approval of the Merger Agreement and (c) satisfaction or waiver of certain other closing conditions. If the Merger does not close, then the additional TCPC Common Stock will not be issued pursuant to the TCPC Stock Issuance Proposal, even if approved by the TCPC stockholders.
TCPC and BCIC are proposing a combination of both companies by a merger and related transactions pursuant to the Merger Agreement in which BCIC will merge with and into Merger Sub (the “Merger”), 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 wholly-owned subsidiary of TCPC.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of BCIC (“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 BCIC 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.
Under the Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), each of BCIC and TCPC will deliver to the other a calculation of its net asset value as of such date (such calculation with respect to BCIC, the “Closing BCIC Net Asset Value” and such calculation with respect to TCPC, the “Closing TCPC Net Asset Value”), 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 BCIC, 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.
Based on such calculations, the parties will calculate:
the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC 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 TCPC Common Stock issued and outstanding as of the Determination Date.

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The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the BCIC Per Share NAV divided by (ii) the TCPC Per Share NAV.
The market value of the consideration to be received by BCIC’s stockholders will fluctuate with changes in the market price of TCPC Common Stock. TCPC urges you to obtain current market quotations of TCPC Common Stock. TCPC Common Stock currently trades on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “TCPC”. The following table shows the closing sale prices of TCPC Common Stock, as reported on Nasdaq on January 9, 2024, the last trading day before the execution of the Merger Agreement, and on January 10, 2024, the last trading day before printing this document.
 
TCPC
Common
Stock
Closing Sales Price on January 9, 2024
$11.85
Closing Sales Price on January 10, 2024
$11.99
In connection with the entry into the Merger Agreement and subject to completion of the Merger, following the Effective Time, TCP, in its capacity as investment adviser to TCPC and, following the Merger, the investment adviser of the combined company, has agreed:
(i)
to reduce the base management fee rate 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;
(ii)
to 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 the Effective Time occurs on the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter); and
(iii)
that, for the purposes of calculating net investment income (as described in clause (ii) above) and certain incentive fee calculations under the Amended TCPC Investment Advisory Agreement, 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 BCIC assets acquired in the Merger as required under applicable accounting guidance will be excluded.
Your vote is extremely important. The holders of at least one-third of the issued and outstanding shares of TCPC Common Stock as of the TCPC Record Date must be present at the TCPC Special Meeting for the TCPC Stock Issuance Proposal to be voted on. The approval of the TCPC Stock Issuance Proposal requires the affirmative vote of the holders of at least a majority of votes cast by holders of shares of TCPC Common Stock present at the TCPC Special Meeting, virtually or represented by proxy, and entitled to vote thereat. Abstentions and uninstructed shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal), if any, will not be included in determining the number of votes cast and, because the TCPC Stock Issuance Proposal requires the affirmative vote of the holders of at least a majority of votes cast, abstentions and uninstructed shares will have no effect on the voting outcome of the TCPC Stock Issuance Proposal at a meeting at which a quorum is present. Abstentions, but not uninstructed shares, will be treated as shares present for quorum purposes.
After careful consideration and, with respect to the TCPC Stock Issuance Proposal, on the recommendation of the special committee of the Board of Directors of TCPC (the “TCPC Board”) comprised of all of the independent directors of TCPC, the TCPC Board unanimously recommends that TCPC’s stockholders vote “FOR” the TCPC Stock Issuance Proposal.
It is important that your shares be represented at the TCPC Special Meeting. Please follow the instructions on the enclosed proxy card and vote via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. TCPC encourages you to vote via the Internet as it saves TCPC significant time and processing costs. Voting by proxy does not deprive you of your right to participate in the TCPC Special Meeting.
If we do not receive a vote from you using one of the methods above, you may receive a telephone call from Georgeson LLC (“Georgeson”), TCPC’s proxy solicitor, to vote your shares. If you have any questions about the proposals to be voted on or the TCPC Special Meeting, please call Georgeson toll-free at 866-647-8872.

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This joint proxy statement/prospectus describes the TCPC Special Meeting, the Merger and the documents related to the Merger (including the Merger Agreement) that TCPC’s stockholders should review before voting on the TCPC Stock Issuance Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors” beginning on page 22 and as otherwise incorporated by reference in this joint proxy statement/prospectus, for a discussion of the risks relating to the Merger and TCPC. TCPC files periodic reports, current reports, proxy statements and other information with the U.S. Securities and Exchange Commission. This information is available free of charge, and stockholder inquiries can be made, by contacting TCPC at 2951 28th Street, Suite 1000, Santa Monica, California 90405 (310) 566-1003 or on TCPC’s website at https://www.tcpcapital.com. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains such information. Except for the documents incorporated by reference into this joint proxy statement/prospectus, information on TCPC’s website is not incorporated into or a part of this joint proxy statement/prospectus.
No matter how many or few shares in TCPC you own, your vote and participation are very important to us.
 
Sincerely yours,
 
 
 
/s/ Rajneesh Vig
 
Rajneesh Vig
Chairman of the Board of Directors and
Chief Executive Officer
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of TCPC Common Stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is dated January 11, 2024 and is first being mailed or otherwise delivered to TCPC stockholders on or about January 15, 2024.
BlackRock TCP Capital Corp.
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1003
BlackRock Capital Investment Corporation
50 Hudson Yards
New York, New York 10001
212-810-5800

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BLACKROCK TCP CAPITAL CORP.
2951 28th Street, Suite 1000
Santa Monica, California 90405
NOTICE OF VIRTUAL 2024 SPECIAL MEETING OF STOCKHOLDERS
The TCPC Special Meeting will be completely virtual and will be conducted exclusively by webcast. TCPC Stockholders will be able to attend and participate in the TCPC Special Meeting online, vote electronically and submit questions prior to and during the meeting by visiting https://meetnow.global/MG7S5WA on the meeting date at the time listed below. To participate in the TCPC Special Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. There is no physical location for the TCPC Special Meeting.
March 7, 2024, 2:00 p.m., Eastern Time (11:00 a.m. Pacific Time)
Dear Stockholders:
The 2024 Special Meeting of Stockholders (the “TCPC Special Meeting”) of BlackRock TCP Capital Corp., a Delaware corporation (“TCPC”), will be held virtually on March 7, 2024, at 2:00 p.m., Eastern Time (11:00 a.m., Pacific Time), at the following website: https://meetnow.global/MG7S5WA.
At the TCPC Special Meeting, in addition to transacting such other business as may properly come before the meeting and any adjournments and postponements thereof, the TCPC stockholders will consider and vote on the proposal to approve the issuance of additional shares of common stock, par value $0.001 per share, of TCPC (“TCPC Common Stock”) to be issued pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2024 (the “Merger Agreement”), among BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), TCPC, BCIC Merger Sub, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of TCPC (“Merger Sub”), and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and investment adviser to BCIC (“BCIA”), and Tennenbaum Capital Partners, LLC, a Delaware limited liability company and wholly-owned subsidiary of BCIA and investment adviser to TCPC (“TCP” and, together with BCIA, the “Advisors”) (the “TCPC Stock Issuance Proposal”).
AFTER CAREFUL CONSIDERATION AND, WITH RESPECT TO THE TCPC STOCK ISSUANCE PROPOSAL, ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF TCPC (THE “TCPC BOARD”) COMPRISED OF ALL OF THE INDEPENDENT DIRECTORS OF TCPC, THE TCPC BOARD UNANIMOUSLY RECOMMENDS THAT TCPC’S STOCKHOLDERS VOTE “FOR” THE TCPC STOCK ISSUANCE PROPOSAL.
You have the right to receive notice of, and to vote at, the TCPC Special Meeting if you were a stockholder of record of TCPC at the close of business on January 8, 2024. A joint proxy statement/prospectus is attached to this Notice that describes the matters to be voted upon at the TCPC Special Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card will instruct you as to how you may vote your proxy via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. In addition, information regarding how to find the logistical details of the TCPC Special Meeting (including how to remotely access, participate in and vote during the virtual meeting) is included beginning on page 34 of the attached joint proxy statement/prospectus.
If your shares of TCPC common stock are registered in your name, you may attend and participate in the TCPC Special Meeting at https://meetnow.global/MG7S5WA by entering the control number found in the shaded box on your proxy card on the date and time of the TCPC Special Meeting. You may vote during the TCPC Special Meeting by following the instructions that will be available on the TCPC Special Meeting website during the TCPC Special Meeting.
If you are a beneficial shareholder of TCPC (that is if you hold your shares of TCPC through a bank, broker, financial intermediary or other nominee) and want to attend the TCPC Special Meeting, you must register in advance. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your shares of TCPC common stock along with your name and email address to Georgeson LLC (“Georgeson”), TCPC’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time (2:00 p.m., Pacific Time) on March 4, 2024 (three business days prior to the Special Meeting). You will receive a confirmation email from Georgeson of your registration and a control number and security code that will allow you to vote at the TCPC Special Meeting.

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Even if you plan to attend the TCPC Special Meeting, please promptly follow the enclosed instructions to submit voting instructions via the Internet, by telephone or alternatively, you may submit voting instructions by signing and dating the proxy card or voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.
We encourage you to carefully review the enclosed materials, which explain the proposals in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the meeting. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):
By Internet
By touch-tone phone;
By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or
By participating at the TCPC Special Meeting as described above.
If you do not vote using one of the methods described above, you may be called by Georgeson, TCPC’s proxy solicitor, to vote your shares. If you have any questions about the proposals to be voted on or the virtual TCPC Special Meeting, please call Georgeson toll free at 866-647-8872.
We are not aware of any other business, or any other nominees for election as directors of TCPC, that may properly be brought before the TCPC Special Meeting.
Thank you for your continued support of TCPC.
 
By order of the Board of Directors,
 
 
 
/s/ Laurence D. Paredes
 
Laurence D. Paredes
Secretary
Santa Monica, CA
January 11, 2024
To ensure proper representation at the TCPC Special Meeting, please follow the instructions on the enclosed proxy card to vote your shares via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card. Even if you vote your shares prior to the TCPC Special Meeting, you still may participate in the TCPC Special Meeting.

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BLACKROCK CAPITAL INVESTMENT CORPORATION

50 Hudson Yards
New York, NY 10001

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
January 11, 2024

Dear Stockholder:
You are cordially invited to attend the 2024 Special Meeting of Stockholders (the “BCIC Special Meeting”) of BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), to be held virtually on March 7, 2024, at 12:00 p.m., Eastern Time (9:00 a.m., Pacific Time), at the following website: https://meetnow.global/M9KS6KV. Stockholders of record of BCIC at the close of business on January 8, 2024, are entitled to notice of, and to vote at, the BCIC Special Meeting or any adjournment or postponement thereof.
The notice of special meeting and the joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the BCIC Special Meeting. At the BCIC Special Meeting, you will be asked to adopt the Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2024 (the “Merger Agreement”), among BCIC, BlackRock TCP Capital Corp., a Delaware corporation (“TCPC”), BCIC Merger Sub, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of TCPC (“Merger Sub”), and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and investment adviser to BCIC (“BCIA”), and Tennenbaum Capital Partners, LLC, a Delaware limited liability company and wholly-owned subsidiary of BCIA and investment adviser to TCPC (“TCP” and, together with BCIA, the “Advisors”) and approve the transactions contemplated thereby, including the Merger (as defined below) (such proposal collectively, the “BCIC Merger Proposal”).
Closing of the Merger (as defined below) is contingent upon (i) BCIC stockholder approval of the BCIC Merger Proposal, (ii) TCPC stockholder approval of the issuance of additional shares of common stock, par value $0.001 per share, of TCPC (“TCPC Common Stock”) in connection with the Merger Agreement and (iii) satisfaction or waiver of certain other closing conditions.
TCPC and BCIC are proposing a combination of both companies by a merger whereby BCIC will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving company and as a subsidiary of Special Value Continuation Partners LLC, a Delaware limited liability company and wholly-owned subsidiary of TCPC.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of BCIC (“BCIC Common Stock”) issued and outstanding immediately prior to the Effective Time (other than (i) shares owned by TCPC or any of its consolidated subsidiaries or (ii) held by BCIC 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.
Under the Merger Agreement, as of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), each of BCIC and TCPC will deliver to the other a calculation of its net asset value as of such date (such calculation with respect to BCIC, the “Closing BCIC Net Asset Value” and such calculation with respect to TCPC, the “Closing TCPC Net Asset Value”), 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 BCIC, 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.
Based on such calculations, the parties will calculate:
the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares); and

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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 TCPC Common Stock issued and outstanding as of the Determination Date.
The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the BCIC Per Share NAV divided by (ii) the TCPC Per Share NAV.
The market value of the consideration to be received by BCIC’s stockholders will fluctuate with changes in the market price of TCPC Common Stock. BCIC urges you to obtain current market quotations of TCPC Common Stock. TCPC Common Stock currently trades on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “TCPC”. The following table shows the closing sale prices of TCPC Common Stock, as reported on Nasdaq on January 9, 2024, the last trading day before the execution of the Merger Agreement, and on January 10, 2024, the last trading day before printing this document.
 
TCPC
Common
Stock
Closing Sales Price on January 9, 2024
$11.85
Closing Sales Price on January 10, 2024
$11.99
In connection with the entry into the Merger Agreement and subject to completion of the Merger, following the Effective Time, TCP, in its capacity as investment adviser to TCPC and, following the Merger, the investment adviser of the combined company, has agreed:
(i)
to reduce the base management fee rate 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;
(ii)
to 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 the Effective Time occurs on the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter); and
(iii)
that, for the purposes of calculating net investment income (as described in clause (ii) above) and certain incentive fee calculations under the Amended TCPC Investment Advisory Agreement, 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 BCIC assets acquired in the Merger as required under applicable accounting guidance will be excluded.
Your vote is extremely important. At the BCIC Special Meeting, you will be asked to vote on the BCIC Merger Proposal. The approval of the BCIC Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of BCIC Common Stock. Abstentions and uninstructed shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) will not count as affirmative votes cast and will therefore have the same effect as votes “against” the BCIC Merger Proposal.
After careful consideration, on the recommendation of the special committee of the Board of Directors of BCIC (the “BCIC Board”), comprised of all of the independent directors of BCIC, the BCIC Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that BCIC’s stockholders vote “FOR” the BCIC Merger Proposal.
It is important that your shares be represented at the BCIC Special Meeting. Please follow the instructions on the enclosed proxy card and vote via the Internet or by telephone. BCIC encourages you to vote via the Internet as it saves BCIC significant time and processing costs. However, you may also vote your proxy by signing, dating and returning the enclosed proxy card to BCIC in the postage-paid envelope provided. Voting by proxy does not deprive you of your right to participate in the BCIC Special Meeting.

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If we do not receive a vote from you using one of the methods above, you may receive a telephone call from Georgeson LLC (“Georgeson”), BCIC’s proxy solicitor, to vote your shares. If you have any questions about the proposals to be voted on or the BCIC Special Meeting, please call Georgeson toll-free at 866-647-8872.
This joint proxy statement/prospectus describes the BCIC Special Meeting, the Merger and the documents related to the Merger (including the Merger Agreement) that BCIC’s stockholders should review before voting on the BCIC Merger Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors” beginning on page 22 and as otherwise incorporated by reference in this joint proxy statement/prospectus, for a discussion of the risks relating to the Merger, TCPC and BCIC. BCIC files periodic reports, current reports, proxy statements and other information with the U.S. Securities and Exchange Commission. This information is available free of charge, and stockholder inquiries can be made, by contacting BCIC at 50 Hudson Yards, New York, New York 10001 or by calling BCIC collect at (212) 810-5800. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains such information. No matter how many or few shares in BCIC you own, your vote and participation are very important to us.
 
Sincerely yours,
 
 
 
/s/ James E. Keenan
 
James E. Keenan
Chairman of the Board of Directors and Interim
Chief Executive Officer of BCIC
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of TCPC Common Stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is dated January 11, 2024 and is first being mailed or otherwise delivered to BCIC stockholders on or about January 15, 2024.
BlackRock Capital Investment Corporation
50 Hudson Yards
New York, New York 10001
(212)-810-5800
BlackRock TCP Capital Corp.
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1003
Please vote now. Your vote is important.
To avoid the wasteful and unnecessary expense of further solicitation(s), we urge you to record your voting instructions via the Internet, by telephone or alternatively, indicate your voting instructions on the enclosed proxy card, date and sign it and return it promptly in the postage-paid envelope provided no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your common shares to be voted, your common shares will be voted “FOR” the proposal. If your common shares are held through a broker, you must provide voting instructions to your broker about how to vote your common shares in order for your broker to vote your common shares as you instruct at the BCIC Special Meeting.

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BLACKROCK CAPITAL INVESTMENT CORPORATION
50 Hudson Yards
New York, New York, 10001

NOTICE OF VIRTUAL 2024 SPECIAL MEETING OF STOCKHOLDERS

Online Meeting Only — No Physical Meeting Location
The BCIC Special Meeting will be completely virtual and will be conducted exclusively by webcast. BCIC Stockholders will be able to attend and participate in the BCIC Special Meeting online, vote electronically and submit questions prior to and during the meeting by visiting https://meetnow.global/M9KS6KV on the date at the time listed below. To participate in the BCIC Special Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. There is no physical location for the BCIC Special Meeting.
March 7, 2024, 12:00 p.m., Eastern Time (9:00 a.m., Pacific Time)

Dear Stockholders:
The Special Meeting of Stockholders (the “BCIC Special Meeting”) of BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), will be held virtually on March 7, 2024, at 12:00 p.m., Eastern Time (9:00 a.m., Pacific Time), at the following website: https://meetnow.global/M9KS6KV.
At the BCIC Special Meeting, in addition to transacting such other business as may properly come before the meeting and any adjournments and postponements thereof, stockholders of BCIC will consider and vote on a proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2024 (the “Merger Agreement”), among BCIC, BlackRock TCP Capital Corp., a Delaware corporation (“TCPC”), BCIC Merger Sub, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of TCPC (“Merger Sub”), and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and investment adviser to BCIC (“BCIA”), and Tennenbaum Capital Partners, LLC, a Delaware limited liability company and wholly-owned subsidiary of BCIA and investment adviser to TCPC (“TCP” and, together with BCIA, the “Advisors”) and approve the transactions contemplated thereby, including the Merger (as defined below) (such proposal collectively, the “BCIC Merger Proposal”).
TCPC and BCIC are proposing a combination of both companies by a merger whereby BCIC will merge with and into Merger Sub (the “Merger”), 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 wholly-owned subsidiary of TCPC.
AFTER CAREFUL CONSIDERATION, ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF BCIC (THE “BCIC BOARD”), COMPRISED OF ALL OF THE INDEPENDENT DIRECTORS OF BCIC, THE BCIC BOARD UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, AND UNANIMOUSLY RECOMMENDS THAT BCIC’S STOCKHOLDERS VOTE “FOR” THE BCIC MERGER PROPOSAL.
You have the right to receive notice of, and to vote at, the BCIC Special Meeting if you were a stockholder of record of BCIC at the close of business on January 8, 2024. A joint proxy statement/prospectus is attached to this Notice that describes the matters to be voted upon at the BCIC Special Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card will instruct you as to how you may vote your proxy via the Internet, by telephone or by signing, dating and returning the enclosed proxy card. In addition, information regarding how to find the logistical details of the BCIC Special Meeting (including how to remotely access, participate in and vote during the virtual meeting) is included on page 37 of the attached joint proxy statement/prospectus.
Your vote is important. Attendance at the BCIC Special Meeting will be limited to BCIC’s stockholders of record as of January 8, 2024.

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If your shares of BCIC common stock are registered in your name, you may virtually attend and participate in the BCIC Special Meeting at https://meetnow.global/M9KS6KV by entering the control number found in the shaded box on your proxy card on the date and time of the BCIC Special Meeting. You may vote during the BCIC Special Meeting by following the instructions that will be available on the BCIC Special Meeting website during the BCIC Special Meeting.
If you are a beneficial shareholder of BCIC (that is if you hold your shares of BCIC through a bank, broker, financial intermediary or other nominee) and want to virtually attend the BCIC Special Meeting, you must register in advance. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your shares of BCIC common stock along with your name and email address to Georgeson LLC (“Georgeson”), BCIC’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time (2:00 p.m., Pacific Time) on March 4, 2024 (three business days prior to the Special Meeting). You will receive a confirmation email from Georgeson of your registration and a control number and security code that will allow you to vote at the BCIC Special Meeting.
Even if you plan to virtually attend the Special Meeting, please promptly follow the enclosed instructions to submit voting instructions via the Internet, by telephone or alternatively, you may submit voting instructions by signing and dating the proxy card or voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.
We encourage you to carefully review the enclosed materials, which explain the proposals in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the meeting. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):
By internet;
By touch-tone phone;
By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or
By participating at the BCIC Special Meeting as described above.
If you do not vote using one of the methods described above, you may be called by Georgeson, BCIC’s proxy solicitor, to vote your shares. If you have any questions about the proposals to be voted on or the virtual BCIC Special Meeting, please call Georgeson toll free at 866-647-8872.
We are not aware of any other business that may properly be brought before the BCIC Special Meeting.
Thank you for your continued support of BCIC.
 
By order of the Board of Directors,
 
 
 
/s/ Laurence D. Paredes
 
Laurence D. Paredes
 
Secretary
New York, New York
January 11, 2024

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To ensure proper representation at the BCIC Special Meeting, please follow the instructions on the enclosed proxy card to vote your shares via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card. Even if you vote your shares prior to the BCIC Special Meeting, you still may participate in the BCIC Special Meeting.
Please vote now. Your vote is important.
To avoid the wasteful and unnecessary expense of further solicitation(s), we urge you to record your voting instructions via the Internet, by telephone or alternatively, indicate your voting instructions on the enclosed proxy card, date and sign it and return it promptly in the postage-paid envelope provided no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your common shares to be voted, your common shares will be voted “FOR” the proposal. If your common shares are held through a broker, you must provide voting instructions to your broker about how to vote your common shares in order for your broker to vote your common shares as you instruct at the BCIC Special Meeting.
THE PROXY STATEMENT/PROSPECTUS FOR THIS MEETING IS AVAILABLE AT:
https://www.proxy-direct.com/blk-33619

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ABOUT THIS DOCUMENT
This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by TCPC (File No. 814-00899), constitutes a prospectus of TCPC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the additional shares of TCPC Common Stock to be issued to BCIC Stockholders pursuant to the Merger Agreement.
This document also constitutes a joint proxy statement of TCPC and BCIC under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to: (1) the Special Meeting of Stockholders of TCPC (the “TCPC Special Meeting”), at which TCPC Stockholders will be asked to vote upon the TCPC Stock Issuance Proposal (as defined below); and (2) the Special Meeting of Stockholders of BCIC (the “BCIC Special Meeting”), at which BCIC Stockholders will be asked to vote upon the BCIC Merger Proposal (as defined below).
You should rely only on the information contained in this joint proxy statement/prospectus, including in determining how to vote the shares of TCPC Common Stock or BCIC Common Stock, as applicable. No one has been authorized to provide you with information that is different from that contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated January 11, 2024. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. Neither any mailing of this joint proxy statement/prospectus to TCPC Stockholders or BCIC Stockholders nor the issuance of additional TCPC Common Stock in connection with the Merger will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
Except where the context otherwise indicates, information contained in this joint proxy statement/prospectus regarding TCPC has been provided by TCPC and information contained in this joint proxy statement/prospectus regarding BCIC has been provided by BCIC.
When used in this document, unless otherwise indicated in this document or the context otherwise requires:
“1940 Act” refers to the Investment Company Act of 1940;
“Advisers Act” refers to the Investment Advisers Act of 1940;
“Amended TCPC Investment Advisory Agreement” refers to the Second Amended and Restated Investment Advisory Agreement, dated as of September 6, 2023, by and between TCPC and TCP, as may be subsequently amended in accordance with its terms and the requirements of the 1940 Act;
“BCIA” refers to BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and the investment adviser to BCIC;
“BCIC” refers to BlackRock Capital Investment Corporation and, where applicable, its consolidated subsidiaries;
“BCIC Administrator” refers to BlackRock Financial Management, Inc., a Delaware corporation;
“BCIC Administration Agreement” refers to the administration agreement, dated August 4, 2005, by and between BCIC and the BCIC Administrator;
“BCIC Board” refers to the board of directors of BCIC;
“BCIC Common Stock” refers to the shares of BCIC common stock, par value $0.001 per share;
“BCIC Independent Directors” refers to the Independent Directors of the BCIC Board in their capacity as such;
“BCIC Investment Advisory Agreement” refers to the Amended and Restated Investment Advisory Agreement, dated as of May 2, 2020, by and between BCIC and BCIA;
“BCIC Revolving Credit Agreement” means that certain Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 19, 2016, by and among BCIC, as borrower, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, swingline lender and issuing bank, and Bank of Montreal, Chicago Branch, as syndication agent, as amended on August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019, May 22, 2020, April 23, 2021, April 26, 2023 and September 6, 2023 (and as further
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amended, restated, replaced (whether upon or after termination or otherwise, and whether with the original lenders or otherwise), refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, including any extension of the maturity thereof or increase in the amount of available borrowings thereof);
“BCIC Revolving Credit Agreement Amendment” means that certain Eighth Amendment, dated September 6, 2023, by and among BCIC, certain of its subsidiaries party thereto, as subsidiary guarantors, the lenders party thereto, and Citibank, N.A., as administrative agent, swingline lender and issuing bank;
“BCIC Special Committee” refers to the committee of the BCIC Board comprised of all of the BCIC Independent Directors;
“BCIC Stockholders” refers to the holders of shares of BCIC Common Stock;
“BlackRock” refers to BlackRock, Inc., along with its subsidiaries;
“Closing Date” refers to the date on which the Effective Time occurs;
“Determination Date” refers to a date mutually agreed upon by BCIC and TCPC no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time;
“Effective Time” refers to the effective time of the Merger;
“Exchange Act” refers to the Securities Exchange Act of 1934;
“Fee Waiver Agreement” refers to that certain fee waiver agreement, dated as of September 6, 2023, among TCP and TCPC, to be effective at the Effective Time;
“Independent Director” refers to each director who is not an “interested person” of TCPC or BCIC, as applicable, as defined in Section 2(a)(19) of the 1940 Act;
“Merger” refers to the merger of BCIC into Merger Sub, with Merger Sub as the surviving company;
“Merger Agreement” refers the Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2024, among BCIC, TCPC, Merger Sub and, for the limited purposes set forth therein, BCIA and TCP;
“Merger Sub” refers to BCIC Merger Sub, LLC (f/k/a Project Spurs Merger Sub, LLC), a Delaware limited liability company and wholly-owned subsidiary of SVCP, a wholly-owned subsidiary of TCPC;
“NAV” refers to net asset value;
“Securities Act” refers to the Securities Act of 1933;
“Shares” refers to TCPC Common Stock or BCIC Common Stock, as applicable;
“SVCP” refers to Special Value Continuation Partners LLC, a Delaware limited liability company and wholly-owned subsidiary of TCPC;
“TCPC” refers to BlackRock TCP Capital Corp. and, where applicable, its consolidated subsidiaries;
“TCP” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment adviser to TCPC;
“TCPC Administrator” refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company;
“TCPC Administration Agreement” refers to the administration agreement, dated April 2, 2012, by and between TCPC and the TCPC Administrator;
“TCPC Board” refers to the board of directors of TCPC;
“TCPC Common Stock” refers to the shares of TCPC common stock, par value $0.001 per share;
“TCPC Independent Directors” refers to the Independent Directors of the TCPC Board in their capacity as such;
“TCPC Special Committee” refers to the committee of the TCPC Board comprised of all of the TCPC Independent Directors;
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“TCPC Stockholders” refers to the holders of shares of TCPC Common Stock;
The select financial information of BCIC and TCPC provided in this joint proxy statement/prospectus has been prepared by, and is the responsibility of BCIC management and TCPC Management, as applicable. Deloitte & Touche LLP, the independent registered public accounting firm for each of BCIC and TCPC, has not audited, reviewed, compiled, or performed any procedures with respect to select financial information of BCIC or TCPC. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect to such select financial information.
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QUESTIONS AND ANSWERS ABOUT THE STOCKHOLDER MEETINGS AND THE PROPOSALS
The questions and answers below highlight only selected information from this joint proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully this entire document to fully understand the Merger Agreement and the transactions contemplated thereby (including the Merger) and the proposals to be presented at and the voting procedures for each of the TCPC Special Meeting and the BCIC Special Meeting.
Questions and Answers about the Stockholder Meetings
Q:
Why am I receiving these materials?
A:
TCPC is furnishing these materials in connection with the solicitation of proxies by the TCPC Board for use at the TCPC Special Meeting to be held virtually on March 7, 2024, at 2:00 p.m., Eastern Time (11:00 a.m., Pacific Time), at the following website: https://meetnow.global/MG7S5WA.
BCIC is furnishing these materials in connection with the solicitation of proxies by the BCIC Board for use at the BCIC Special Meeting to be held virtually on March 7, 2024, at 12:00 p.m., Eastern Time (9:00 a.m., Pacific Time), at the following website: https://meetnow.global/M9KS6KV.
This joint proxy statement/prospectus and the accompanying materials are being mailed on or about January 15, 2024 to stockholders of record of TCPC and BCIC described below and are available at https://www.proxy-direct.com/blk-33619.
Q:
What items will be considered and voted on at the TCPC Special Meeting?
A:
At the TCPC Special Meeting, TCPC Stockholders will be asked to approve the issuance of additional shares of TCPC Common Stock to be issued pursuant to the Merger Agreement (the “TCPC Stock Issuance Proposal”).
Q:
How does the TCPC Board recommend voting on the TCPC Stock Issuance Proposal at the TCPC Special Meeting?
A:
After careful consideration, on the recommendation of the TCPC Special Committee, comprised of all of the independent directors of TCPC, the TCPC Board unanimously recommends that TCPC Stockholders vote “FOR” the TCPC Stock Issuance Proposal.
Q:
What items will be considered and voted on at the BCIC Special Meeting?
A:
At the BCIC Special Meeting, BCIC Stockholders will be asked to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (the “BCIC Merger Proposal”).
Q:
How does the BCIC Board recommend voting on the BCIC Merger Proposal at the BCIC Special Meeting?
A:
After careful consideration and on the recommendation of the BCIC Special Committee, comprised of all of the independent directors of BCIC, the BCIC Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that BCIC Stockholders vote “FOR” the BCIC Merger Proposal.
Q:
If I am a TCPC Stockholder, what is the “record date” and what does it mean?
A:
The record date for the TCPC Special Meeting is January 8, 2024 (the “TCPC Record Date”). The TCPC Record Date is established by the TCPC Board, and only holders of record of shares of TCPC Common Stock at the close of business on the TCPC Record Date are entitled to receive notice of the TCPC Special Meeting and vote at the TCPC Special Meeting. As of the TCPC Record Date, there were 57,767,264 shares of TCPC Common Stock outstanding.
Q:
If I am a BCIC Stockholder, what is the “record date” and what does it mean?
A:
The record date for the BCIC Special Meeting is January 8, 2024 (the “BCIC Record Date”). The BCIC Record Date is established by the BCIC Board, and only holders of record of shares of BCIC Common Stock at the close of business on the BCIC Record Date are entitled to receive notice of the BCIC Special Meeting and vote at the BCIC Special Meeting. As of the BCIC Record Date, there were 72,571,907 shares of BCIC Common Stock outstanding.
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Q:
If I am a TCPC Stockholder, how many votes do I have?
A:
Each share of TCPC Common Stock held by a holder of record as of the TCPC Record Date has one vote on each matter considered at the TCPC Special Meeting.
Q:
If I am a BCIC Stockholder, how many votes do I have?
A:
Each share of BCIC Common Stock held by a holder of record as of the BCIC Record Date has one vote on each matter considered at the BCIC Special Meeting.
Q:
If I am a TCPC Stockholder, how do I participate in the TCPC Special Meeting and vote?
A:
The TCPC Special Meeting will be hosted virtually via live Internet webcast. If your shares of TCPC common stock are registered in your name, you may virtually attend and participate in the TCPC Special Meeting at https://meetnow.global/MG7S5WA by entering the control number found in the shaded box on your proxy card on the date and time of the TCPC Special Meeting. You may vote during the TCPC Special Meeting by following the instructions that will be available on the TCPC Special Meeting website during the TCPC Special Meeting. The TCPC Special Meeting will begin promptly at 2:00 p.m., Eastern Time (11:00 a.m., Pacific Time). We encourage you to access the meeting prior to the start time leaving ample time for the check in.
If you are a beneficial shareholder of TCPC (that is if you hold your shares of TCPC through a bank, broker, financial intermediary or other nominee) and want to virtually attend the TCPC Special Meeting, you must register in advance. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your shares of TCPC common stock along with your name and email address to Georgeson LLC (“Georgeson”), TCPC’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time (2:00 p.m., Pacific Time) on March 4, 2024 (three business days prior to the Special Meeting). You will receive a confirmation email from Georgeson of your registration and a control number and security code that will allow you to vote at the TCPC Special Meeting.
Even if you plan to virtually attend the TCPC Special Meeting, please promptly follow the enclosed instructions to submit voting instructions via the Internet, by telephone or alternatively, you may submit voting instructions by signing and dating the proxy card or voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.
You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):
By internet;
By touch-tone phone;
By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or
By participating at the TCPC Special Meeting as described above.
If you do not vote using one of the methods described above, you may be called by Georgeson, TCPC’s proxy solicitor, to vote your shares. If you have any questions about the proposals to be voted on or the virtual TCPC Special Meeting, please call Georgeson toll free at 866-647-8872.
Important notice regarding the availability of proxy materials for the TCPC Special Meeting. TCPC’s joint proxy statement/prospectus and the proxy card are available at https://www.proxy-direct.com/blk-33619.
Q:
What if a TCPC Stockholder does not specify a choice for a matter when authorizing a proxy?
A:
All properly executed proxies representing shares of TCPC Common Stock received prior to the TCPC Special Meeting will be voted in accordance with the instructions marked thereon. If the enclosed proxy card is signed and returned without any instructions marked, the shares of TCPC Common Stock will be voted “FOR” the TCPC Stock Issuance Proposal and such shares will not be treated as “uninstructed shares.”
Q:
What if I have trouble accessing the TCPC Special Meeting virtually?
A:
The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software
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and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the meeting. TCPC Stockholders are encouraged to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416 or 1-781-575-2748.
Q:
If I am a TCPC Stockholder, how can I revoke a proxy?
A:
If you are a stockholder of record of TCPC, you can revoke your proxy as to TCPC at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the TCPC Special Meeting to BlackRock TCP Capital Corp., 2951 28th Street, Suite 1000 Santa Monica, California 90405, Attention: Secretary; (ii) submitting a later-dated proxy that TCPC receives before the conclusion of voting at the TCPC Special Meeting; or (iii) participating in the TCPC Special Meeting and voting online. If you hold shares of TCPC Common Stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the TCPC Special Meeting does not revoke your proxy unless you also vote online at the TCPC Special Meeting.
Q:
If I am a BCIC Stockholder, how do I participate in the BCIC Special Meeting and vote?
A:
The BCIC Special Meeting will be hosted virtually via live Internet webcast. If your shares of BCIC common stock are registered in your name, you may virtually attend and participate in the BCIC Special Meeting at https://meetnow.global/M9KS6KV by entering the control number found in the shaded box on your proxy card on the date and time of the BCIC Special Meeting. You may vote during the BCIC Special Meeting by following the instructions that will be available on the BCIC Special Meeting website during the BCIC Special Meeting. The BCIC Special Meeting will begin promptly at 12:00 p.m., Eastern Time (9:00 a.m., Pacific Time). We encourage you to access the meeting prior to the start time leaving ample time for the check in.
If you are a beneficial shareholder of BCIC (that is if you hold your shares of BCIC through a bank, broker, financial intermediary or other nominee) and want to virtually attend the BCIC Special Meeting, you must register in advance. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your shares of BCIC common stock along with your name and email address to Georgeson, BCIC’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time (2:00 p.m., Pacific Time) on March 4, 2024 (three business days prior to the Special Meeting). You will receive a confirmation email from Georgeson of your registration and a control number and security code that will allow you to vote at the BCIC Special Meeting.
Even if you plan to virtually attend the BCIC Special Meeting, please promptly follow the enclosed instructions to submit voting instructions via the Internet, by telephone or alternatively, you may submit voting instructions by signing and dating the proxy card or voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.
You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):
By internet;
By touch-tone phone;
By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or
By participating at the BCIC Special Meeting as described above.
If you do not vote using one of the methods described above, you may be called by Georgeson, BCIC’s proxy solicitor, to vote your shares. If you have any questions about the proposals to be voted on or the virtual BCIC Special Meeting, please call Georgeson toll free at 866-647-8872.
Important notice regarding the availability of proxy materials for the BCIC Special Meeting. BCIC’s joint proxy statement/prospectus and the proxy card are available at https://www.proxy-direct.com/blk-33619.
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Q:
What if a BCIC Stockholder does not specify a choice for a matter when authorizing a proxy?
A:
All properly executed proxies representing shares of BCIC Common Stock at the BCIC Special Meeting will be voted in accordance with the instructions marked thereon. If the enclosed proxy card is signed and returned without any instructions marked, the shares of BCIC Common Stock will be voted “FOR” the BCIC Merger Proposal and such shares will not be treated as “uninstructed shares.”
Q:
What if I have trouble accessing the BCIC Special Meeting virtually?
A:
The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the meeting. BCIC Stockholders are encouraged to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416 or 1-781-575-2748.
Q:
If I am a BCIC Stockholder, how can I revoke a proxy?
A:
If you are a stockholder of record of BCIC, you can revoke your proxy as to BCIC at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the BCIC Special Meeting to BlackRock Capital Investment Corporation, 50 Hudson Yards, New York, New York, 10001, Attention: Secretary; (ii) submitting a later-dated proxy that BCIC receives before the conclusion of voting at the BCIC Special Meeting; or (iii) participating in the BCIC Special Meeting and voting online. If you hold shares of BCIC Common Stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the BCIC Special Meeting does not revoke your proxy unless you also vote online at the BCIC Special Meeting.
Q:
How do I vote shares of TCPC Common Stock or BCIC Common Stock held through a broker, bank, trustee or nominee?
A:
If you hold shares of TCPC Common Stock or BCIC Common Stock through a broker, bank, trustee or nominee, you must direct your intermediary regarding how you would like your shares voted by following the voting instructions you receive from your broker, bank, trustee or nominee. Please instruct your broker, bank, trustee or nominee regarding how you would like your shares voted so your vote can be counted.
If you are a beneficial shareholder of TCPC and/or BCIC (that is if you hold your shares of TCPC or BCIC through a bank, broker, financial intermediary or other nominee) and want to virtually attend the BCIC Special Meeting or TCPC Special Meeting, you must register in advance of the BCIC Special Meeting or TCPC Special Meeting, as applicable. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your Fund holdings along with your name and email address to Georgeson, the tabulator for each of BCIC and TCPC. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time (2:00 p.m., Pacific Time) on March 4, 2024 (three business days prior to the date of the TCPC Special Meeting and BCIC Special Meeting). You will receive a confirmation email from Georgeson of your registration and a control number and security code that will allow you to vote at the Special Meeting.
Under Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. The TCPC Stock Issuance Proposal and the BCIC Merger Proposal are both “non-routine” matters and there are no “routine” matters being voted on by either TCPC Stockholders or BCIC Stockholders. Accordingly, neither TCPC, BCIC nor their respective agents will count “uninstructed shares” as voted or present for quorum or any other purposes.
Q:
What constitutes a “quorum” for the TCPC Special Meeting?
A:
For TCPC to conduct business at the TCPC Special Meeting, a quorum of TCPC Stockholders must be present. The presence at the TCPC Special Meeting, virtually or by proxy, of the holders of not less than one-third of
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TCPC’s Common Stock outstanding on the TCPC Record Date will constitute a quorum of TCPC. Abstentions will be treated as shares present for quorum purposes. Uninstructed shares, if any, will not be treated as shares present for quorum or any other purposes at the TCPC Special Meeting.
Pursuant to TCPC’s By-laws (“TCPC’s Bylaws”), the chairman of the TCPC Special Meeting will have the power to adjourn the TCPC Special Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the TCPC Special Meeting.
Q:
What constitutes a “quorum” for the BCIC Special Meeting?
A:
For BCIC to conduct business at the BCIC Special Meeting, a quorum of BCIC Stockholders must be present. The presence at the BCIC Special Meeting, virtually or by proxy, of the holders of a majority of the shares of BCIC Common Stock outstanding on the BCIC Record Date will constitute a quorum of BCIC. Abstentions will be treated as shares present for quorum purposes. Uninstructed shares, if any, will not be treated as shares present for quorum or any other purposes at the BCIC Special Meeting.
Pursuant to BCIC’s By-laws (“BCIC’s Bylaws”), the chairman of the BCIC Special Meeting will have the power to adjourn the BCIC Special Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the BCIC Special Meeting.
Q:
What vote is required to approve the TCPC Stock Issuance Proposal at the TCPC Special Meeting?
A:
The affirmative vote of the holders of a majority of the votes cast by the holders of outstanding shares of TCPC Common Stock at the TCPC Special Meeting in person or by proxy at a meeting at which a quorum is present is required for approval of the TCPC Stock Issuance Proposal (i.e., the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). Abstentions and uninstructed shares, if any, will not be included in determining the number of votes cast and, because the TCPC Stock Issuance Proposal requires the affirmative vote of the holders of at least a majority of votes cast, abstentions and uninstructed shares will have no effect on the voting outcome of the TCPC Stock Issuance Proposal at a meeting at which a quorum is present. Abstentions, but not uninstructed shares, will be treated as shares present for quorum purposes.
Q:
What vote is required to approve the BCIC Merger Proposal at the BCIC Special Meeting?
A:
The affirmative vote of the holders of a majority of the outstanding shares of BCIC Common Stock is required to approve the BCIC Merger Proposal. Abstentions and uninstructed shares, if any, will have the effect of a vote “against” this proposal.
Q:
What will happen if the TCPC Stock Issuance Proposal or BCIC Merger Proposal are not approved by the required vote?
A:
As discussed in more detail in “Description of the Merger Agreement — Conditions to Closing the Merger,” the closing of the Merger (the “Closing”) is conditioned on (i) TCPC Stockholder approval of the TCPC Stock Issuance Proposal (“TCPC Stockholder Approval”), (ii) BCIC Stockholder approval of the BCIC Merger Proposal (“BCIC Stockholder Approval”) and (iii) satisfaction or waiver of certain other closing conditions.
If the Merger does not close because either the TCPC Stockholders or the BCIC Stockholders do not approve the TCPC Stock Issuance Proposal or BCIC Merger Proposal, as applicable, or any other conditions to the Closing are not satisfied or waived, each of TCPC and BCIC will continue to operate pursuant to the current agreements in place for each, and each of TCPC’s and BCIC’s respective directors and officers will continue to serve as its directors and officers, respectively, until their successors are duly elected and qualified, or their earlier death, removal or resignation. If the Merger does not close because the BCIC Stockholders fail to approve the BCIC Merger Proposal or the TCPC Stockholders fail to approve the TCPC Stock Issuance Proposal, the payment, offset or reimbursement of certain transaction expenses by the Advisors will be limited to an aggregate amount of $3 million, rather than $6 million (for more information, see “Description of the Merger Agreement — Expenses and Fees”).
Q:
When will the final voting results be announced?
A:
Preliminary voting results will be announced at each stockholder meeting. Final voting results will be published by TCPC and BCIC in a current report on Form 8-K within four business days after the date of the TCPC Special Meeting and the BCIC Special Meeting, respectively.
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Q:
What does it mean if I receive more than one proxy card?
A:
Some of your shares of TCPC Common Stock or BCIC Common Stock, as applicable, may be registered differently or held in different accounts. You should authorize a proxy to vote the shares in each of your accounts via the Internet, by telephone or by mail. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares are voted.
Q:
Are the proxy materials available electronically?
A:
In addition to mailing proxy materials to TCPC Stockholders and BCIC Stockholders, TCPC and BCIC have made the registration statement (of which this joint proxy statement/prospectus forms a part), the Notice of Special Meeting of Stockholders of TCPC, the Notice of Special Meeting of Stockholders of BCIC and the proxy cards available to TCPC Stockholders and BCIC Stockholders on the Internet. Stockholders may (i) access and review the proxy materials of TCPC and BCIC, as applicable, (ii) authorize their proxies, as described in “The TCPC Special Meeting — Voting of Proxies” and “The BCIC Special Meeting — Voting of Proxies,” and/or (iii) elect to receive certain future proxy materials by electronic delivery via the Internet address provided below.
The registration statement (of which this joint proxy statement/prospectus forms a part), the Notice of Special Meeting of Stockholders of TCPC, the Notice of Special Meeting of Stockholders of BCIC and the proxy cards are available at https://www.proxy-direct.com/blk-33619.
Q:
Will my vote make a difference?
A:
Yes; your vote is very important. Your vote is needed to ensure the proposals can be acted upon. Please respond immediately to help avoid potential delays and save significant additional expenses associated with soliciting stockholder votes.
Q:
Who can I contact with any additional questions?
A:
If you are a TCPC Stockholder, you can contact TCPC at the below contact information with any additional questions:
Global Investor Relations
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1000
Investor.Relations@TCPCapital.com
If you are a BCIC Stockholder, you can contact BCIC by calling collect at (212) 810-5800, by email to BCIC at nik.singhal@blackrock.com, or by writing to BCIC at the below contact information with any additional questions:
BlackRock Capital Investment Corporation
50 Hudson Yards
New York, New York 10001
(212)-810-5800
nik.singhal@blackrock.com
Q:
Where can I find more information about TCPC and BCIC?
A:
You can find more information about TCPC and BCIC in the documents described under the caption “Where You Can Find More Information.”
Q:
What do I need to do now?
A:
We urge you to read carefully this entire document, including its annexes and the documents incorporated by reference and the documents referenced under “Where You Can Find More Information” and consult with your accounting, legal and tax advisors. After you have carefully read and considered the information contained in or incorporated by reference into this proxy statement/prospectus, please submit your proxy via the Internet or by telephone in accordance with the instructions set forth on the enclosed proxy card, or complete, sign, date and return the enclosed proxy card in the postage-prepaid envelope provided as soon as possible so that your shares will be represented and voted at the TCPC or BCIC Special Meeting, as applicable.
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Questions and Answers about the Merger
Q:
What will happen in the Merger?
A:
Pursuant to the terms of the Merger Agreement, at the Effective Time, BCIC will merge with and into Merger Sub. Merger Sub will be the surviving company and will continue its existence as a Delaware limited liability company and a wholly-owned subsidiary of SVCP, which is a wholly-owned subsidiary of TCPC.
Q:
What will BCIC Stockholders receive in the Merger?
A:
Under the Merger Agreement, as of the Determination Date, each of BCIC and TCPC will deliver to the other a calculation of its NAV as of such date (such calculation with respect to BCIC, the “Closing BCIC Net Asset Value” and such calculation with respect to TCPC, the “Closing TCPC Net Asset Value”), 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 BCIC, 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.
Based on such calculations, the parties will calculate:
the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC 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 TCPC Common Stock issued and outstanding as of the Determination Date.
The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the BCIC Per Share NAV divided by (ii) the TCPC Per Share NAV, each as calculated as of the Determination Date.
BCIC and TCPC will update and redeliver the Closing BCIC Net Asset Value or the Closing TCPC Net Asset Value, respectively, in the event that the Closing is subsequently delayed or there is a more than de minimis change to such calculations between the Determination Date and the closing of the Merger (including for any dividend declared by either BCIC or TCPC after the Determination Date but prior to the closing of the Merger) and as needed to ensure that the calculations are determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.
Q:
Is the Exchange Ratio subject to any adjustment?
A:
The Exchange Ratio will be adjusted if, between the Determination Date and the Effective Time, the respective number of issued and outstanding shares of TCPC Common Stock or BCIC Common Stock has increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issuer tender or exchange offer, combination or exchange of shares or similar transaction, or if a stock dividend or dividend payable in any other securities or similar distribution has been authorized and declared with a record date within such period, as permitted by the Merger Agreement, in each case, to provide the BCIC Stockholders and TCPC the same economic effect as contemplated by the Merger Agreement prior to such event. Because the Exchange Ratio will be determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time, the time period during which such an adjustment could occur will be relatively short.
Q:
Who is responsible for paying the expenses relating to completing the Merger?
A:
Subject to the advisor transaction expense sharing described below, all fees and expenses incurred by any party or any of its consolidated subsidiaries in connection with the Merger Agreement and the transactions contemplated thereby (see “Description of the Merger Agreement — Expenses and Fees” for a list of certain included expenses) will be, in each case, be paid by the party incurring such fees or expenses (or, in the case of Merger Sub and SVCP, TCPC), whether or not the Merger is consummated.
All fees and expenses (whether or not incurred or owed by TCPC or BCIC) 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
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with any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) in connection with the transactions contemplated by the Merger Agreement will be borne by TCPC and BCIC on a pro rata basis based upon the relative net assets of TCPC and BCIC as of the date on which the Exchange Ratio is determined, subject to the sharing of a portion of these charges by TCP or BCIA as described below.
TCP, in the case of TCPC, and BCIA, in the case of BCIC, will each bear 50% of the aggregate reasonable out-of-pocket costs and expenses incurred by TCPC or BCIC, as applicable, up to a combined aggregate amount equal to $6 million, except that if Closing does not occur because either the BCIC Stockholders fail to approve the BCIC Merger Proposal or the TCPC Stockholders fail to approve the TCPC Stock Issuance Proposal, then, such amount will be reduced to $3 million. The foregoing expense limits will be allocated between TCPC and BCIC on a pro rata basis based upon the relative net assets of TCPC and BCIC as of the date on which the Exchange Ratio is determined, subject to reallocation should one of TCPC or BCIC incur expenses that are less than its proportional amount of the expense cap. For more information on the payment, offset or reimbursement of certain expenses by TCP and BCIA, see “Description of the Merger Agreement — Expenses and Fees.”
It is anticipated that TCPC will incur estimated total transaction costs of approximately $4.4 million in connection with the Merger, $2.2 million of which will be borne by TCPC and $2.2 million will be borne by TCP pursuant to the Merger Agreement. It is anticipated that BCIC will incur estimated total transaction costs of approximately $3.4 million in connection with the Merger, $1.7 million of which will be borne by BCIC and $1.7 million will be borne by BCIA pursuant to the Merger Agreement. These are estimates which may vary from actual transaction costs and allocated amounts incurred. Estimated amounts to be borne by each of TCPC, BCIC, TCP and BCIA assume that Closing occurs and the Merger is approved by TCPC Stockholders and BCIC Stockholders.
Q:
Will TCPC and BCIC incur expenses in soliciting proxies?
A:
TCPC and BCIC will each bear the cost of printing and mailing this joint proxy statement/prospectus and proxy cards and the accompanying Notice of Special Meeting of Stockholders of TCPC or Notice of Special Meeting of Stockholders of BCIC, as applicable. TCPC and BCIC will bear the cost of preparing this joint proxy statement/prospectus on a pro rata basis based upon the relative net assets of TCPC and BCIC as of the date on which the Exchange Ratio is determined. Each of the foregoing costs and expenses are subject to the sharing of a portion of these charges by TCP and BCIA, as applicable, as described above in “Questions and Answers about the Merger — Who is responsible for paying the expenses relating to completing the Merger?” TCPC and BCIC intend to use the services of Georgeson, a proxy solicitation firm, to assist in the distribution and collection of proxy materials and the solicitation and tabulation of proxies. It is estimated that Georgeson will be paid approximately $283,000 in aggregate for such services, including pass through charges and out-of-pocket expenses. Actual proxy solicitation costs incurred and paid to Georgeson may differ from the estimated amount.
Q:
Will I receive dividends after the Merger?
A:
Subject to applicable legal restrictions and the sole discretion of the TCPC Board, TCPC intends to declare and pay regular cash distributions to TCPC Stockholders on a quarterly basis. For a history of the dividend declarations and distributions paid by TCPC since January 1, 2022, see “Market Price, Dividend and Distribution Information — TCPC.” The amount and timing of past dividends and distributions are not a guarantee of any future dividends or distributions, or the amount thereof, the payment, timing and amount of which will be determined by the TCPC Board and depend on TCPC’s cash requirements, its financial condition and earnings, contractual restrictions, legal and regulatory considerations and other factors. See “Dividend Reinvestment Plan of TCPC” for information regarding TCPC’s previous dividend reinvestment plan.
Following the Effective Time, the holders of shares of BCIC Common Stock will be entitled to receive dividends or other distributions declared by the TCPC Board with a record date after the Effective Time theretofore payable with respect to the whole shares of TCPC Common Stock received by BCIC Stockholders upon completion of the Merger.
In addition, TCP, as investment adviser to the combined company has agreed to, following the Effective Time and subject to the completion of the Merger, 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
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quarter in which the Effective Time occurs unless the Effective Time occurs on the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter).
Q:
Is the Merger subject to any third party consents?
A:
Under the Merger Agreement, TCPC and BCIC have agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (including any required applications, notices or other filings under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals, confirmations and authorizations of all governmental entities and other third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement (including the Merger) in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities and other third parties. As of the date of this joint proxy statement/prospectus, TCPC and BCIC believe that, subject to the satisfaction or waiver of certain conditions, they have obtained all necessary third party consents (other than consent under the HSR Act and TCPC and BCIC Stockholder Approval). In furtherance thereof, TCPC and BCIC have agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken all actions, and to do, or cause to be done, all things necessary for the effectiveness of the BCIC Revolving Credit Agreement Amendment, which is a condition to closing for each party to the Merger Agreement. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following the Merger.
Q:
How do TCPC’s investment objectives, strategies and risks differ from BCIC’s?
A:
TCPC’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. TCPC seeks to achieve its investment objective primarily through investments in debt securities of middle-market companies, which it typically defines as those with enterprise values between $100 million and $1.5 billion. While TCPC intends to primarily focus on privately negotiated investments in debt of middle-market companies, it may make investments of all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and warrants or options received in connection with TCPC’s debt investments. TCPC expects to generate returns through a combination of the receipt of contractual interest payments on debt investments and origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments.
BCIC’s investment objective is to generate both current income and capital appreciation through its debt and equity investments. BCIC invests primarily in middle-market companies and targets investments that it believes provide an attractive risk-adjusted return. The term “middle-market” refers to companies with enterprise value typically between $100 million and $1.5 billion. BCIC’s targeted investment typically ranges between $5 million and $20 million, although the investment sizes may be more or less than the targeted range and the size of its investments may grow with its capital availability. BCIC generally seeks to invest in companies that operate in a broad variety of industries and that generate positive cash flow. Although most of its new investments are in senior secured loans to primarily U.S. private middle-market companies, its investment portfolio may include junior secured, unsecured and subordinated loans, common and preferred equity, options and warrants, credit derivatives, high-yield bonds, distressed debt and other structured securities. BCIC may from time to time invest up to 30% of its assets opportunistically in other types of investments, including securities of other public companies and foreign securities.
As of June 30, 2023, approximately 87% of BCIC’s portfolio market value overlapped with TCPC’s and 68% of TCPC’s portfolio market value overlapped with BCIC’s. BCIC has been co-investing with TCPC since BlackRock acquired TCP in August 2018. As a result, TCPC and BCIC have substantially similar risks as each focuses on making investments in privately held middle-market companies and both TCP and BCIA are BlackRock affiliates and employ the same investment professionals within BlackRock’s US Private Capital group.
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Q:
How do the distribution procedures, purchase procedures, redemption procedures and exchange rights of TCPC and BCIC differ from one another?
A:
TCPC and BCIC have substantially similar distribution, purchase and redemption procedures other than the differences described herein. Neither of TCPC or BCIC offers exchange rights with respect to its common stock. TCPC Common Stock and BCIC Common Stock are currently publicly traded on Nasdaq, and investors may purchase and dispose of shares of TCPC Common Stock and BCIC Common Stock on Nasdaq. From time to time, TCPC and BCIC may offer shares of their respective securities in public offerings registered under the Securities Act, and each of TCPC and BCIC may offer its respective securities in private placements in reliance on an exemption from the registration requirements of the Securities Act.
BCIC has adopted an “opt out” dividend reinvestment plan, which provides for the reinvestment of its distributions on behalf of BCIC unless a BCIC Stockholder elects to receive such distributions in cash. TCPC currently does not have a dividend reinvestment plan in place. TCPC may adopt a dividend reinvestment plan following the Effective Time, but there is no assurance that one will be adopted. Subject to restrictions under applicable law and the Merger Agreement, TCPC and BCIC may from time to time offer to repurchase shares of TCPC Common Stock and BCIC Common Stock from all or certain stockholders. Shares of TCPC Common Stock and BCIC Common Stock are not redeemable.
TCPC anticipates that the combined company will maintain the distribution, purchase and redemption procedures of TCPC following the closing of the Merger, subject to the determination of the TCPC Board.
Q:
How will the combined company be managed following the Merger?
A:
Prior to the Effective Time, the lead Independent Director of BCIC and the lead Independent Director of TCPC, in consultation with the chairperson of the BCIC Board and the chairperson of the TCPC Board, as applicable, will recommend to the TCPC Board the appropriate composition of the TCPC Board after the Effective Time, and the TCPC Board will consider such recommendation. Following the Effective Time, the officers of TCPC will be (i) Rajneesh Vig as Chief Executive Officer / Chairman, (ii) Phil Tseng as President, (iii) Nik Singhal as Chief Operating Officer, (iv) Erik Cuellar as Chief Financial Officer / Treasurer, (v) Charles C.S. Park as Chief Compliance Officer and (vi) Laurence D. Paredes as Secretary. Such officers will hold office until their respective successors are duly appointed and qualify, or their earlier death, removal or resignation. Following the Merger, TCP, the investment adviser to TCPC and a wholly-owned subsidiary of BCIA, the investment adviser to BCIC, will be the investment adviser to the combined company pursuant to the Amended TCPC Investment Advisory Agreement. Consequently, following the Merger, BCIC Stockholders will be investors in a BDC advised by TCP rather than BCIA; however, since both TCP and BCIA are BlackRock affiliates and employ the same investment professionals within BlackRock’s US Private Capital group, the management of portfolio investments will be substantially similar for BCIC Stockholders, as investors in the combined company following the Merger. For more information, see “The Merger — Fee Waiver Agreement” and “The Merger — Amended TCPC Investment Advisory Agreement.
Q:
If I am a TCPC Stockholder, will my expenses increase as a result of the Merger without a waiver or reimbursement?
A:
In connection with the entry into the Merger Agreement and subject to completion of the Merger, following the Effective Time, TCP has agreed to reduce the base management fee rate 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. TCPC also may achieve certain other operating cost savings from the Merger when the two companies have fully integrated their portfolios. The cost savings estimates also assume TCPC will be able to combine its operations and BCIC’s operations in a manner that permits those cost savings to be realized. On a pro forma basis (excluding estimated transaction expenses), it is expected that the combined company will have higher overall expenses in total dollars, but ultimately have lower expenses as a percentage of total assets and net assets following completion of the Merger.
For further information, see the section captioned “Comparative Fees and Expenses Relating to the Merger” which includes a table intended to assist TCPC Stockholders and BCIC Stockholders in understanding the costs and expenses that an investor in shares of TCPC Common Stock or BCIC Common Stock bears directly or
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indirectly and, based on the assumptions set forth, the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Merger. The percentages of expenses indicated in this table are estimates and may vary from actual results. Estimated transaction expenses related to the Merger are not included in the table.
Q:
If I am a BCIC Stockholder, will my expenses increase as a result of the Merger without a waiver or reimbursement?
A:
In connection with the entry into the Merger Agreement and subject to completion of the Merger, following the Effective Time, TCP has agreed to reduce the base management fee rate 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. TCPC also may achieve certain other operating cost savings from the Merger when the two companies have fully integrated their portfolios. The cost savings estimates also assume TCPC will be able to combine its operations and BCIC’s operations in a manner that permits those cost savings to be realized. On a pro forma basis (excluding estimated transaction expenses), it is expected that the combined company will have higher overall expenses in total dollars, but ultimately have lower expenses as a percentage of total assets and net assets following completion of the Merger.
For further information, see the section captioned “Comparative Fees and Expenses Relating to the Merger” which includes a table intended to assist TCPC Stockholders and BCIC Stockholders in understanding the costs and expenses that an investor in shares of TCPC Common Stock or BCIC Common Stock bears directly or indirectly and, based on the assumptions set forth, the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Merger. The percentages of expenses indicated in this table are estimates and may vary from actual results. Estimated transaction expenses related to the Merger are not included in the table.
Q:
How will the Merger affect the management fee payable by TCPC post-Closing?
A:
The Amended TCPC Investment Advisory Agreement provides that, as of the Effective Time, TCP will reduce the base management fee rate 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. See “The Merger — Amended TCPC Investment Advisory Agreement.”
In addition, the Fee Waiver Agreement provides that, as of the Effective Time, 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 the Effective Time occurs on the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter). See “The Merger — Fee Waiver Agreement.”
Q:
Will the composition of the TCPC Board change following the Merger?
A:
Prior to the Effective Time, the lead Independent Director of BCIC and the lead Independent Director of TCPC, in consultation with the chairperson of the BCIC Board and the chairperson of the TCPC Board, as applicable, will recommend to the TCPC Board the appropriate composition of the TCPC Board after the Effective Time, and the TCPC Board will consider such recommendation.
Q:
Are TCPC Stockholders able to exercise appraisal rights?
A:
No. TCPC Stockholders will not be entitled to exercise appraisal rights with respect to any matter to be voted upon at the TCPC Special Meeting.
Q:
Are BCIC Stockholders able to exercise appraisal rights?
A:
No. BCIC Stockholders will not be entitled to exercise appraisal rights with respect to any matter to be voted upon at the BCIC Special Meeting.
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Q:
When do you expect to complete the Merger?
A:
While there can be no assurance as to the exact timing, or that the Merger will be completed at all, TCPC and BCIC are working to complete the Merger in the first quarter of 2024. It is currently expected that the Merger will be completed promptly following receipt of the required TCPC Stockholder Approval and BCIC Stockholder Approval at the TCPC Special Meeting and BCIC Special Meeting, respectively, and satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.
Q:
What happens if the Merger is not consummated?
A:
If the Merger is not completed for any reason, the additional TCPC Common Stock will not be issued pursuant to the TCPC Stock Issuance Proposal and BCIC Stockholders will not receive any consideration for their shares of BCIC Common Stock in connection with the Merger. Instead, each of TCPC and BCIC will remain an independent company and continue to operate pursuant to the current agreements in place for each of TCPC and BCIC, and each of TCPC’s and BCIC’s respective directors and officers will continue to serve as its directors and officers, respectively, until their successors are duly elected and qualified, or their earlier death, removal or resignation. If the Merger does not close because the BCIC Stockholders fail to approve the BCIC Merger Proposal or the TCPC Stockholders fail to approve the TCPC Stock Issuance Proposal, the payment, offset or reimbursement of certain transaction expenses by the Advisors will be limited to an aggregate amount of $3 million, rather than $6 million (for more information, see “Description of the Merger Agreement — Expenses and Fees”).
Q:
Is the Merger expected to be taxable to TCPC Stockholders?
A:
No. The Merger is not expected to be a taxable event for TCPC Stockholders. For further information, see the section captioned “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Merger.
Q:
Is the Merger expected to be taxable to BCIC Stockholders?
A:
The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and it is a condition to the obligations of BCIC and of TCPC to consummate the Merger that BCIC and TCPC will each obtain legal opinions to that effect. Assuming the Merger qualifies as a “reorganization” within the meaning of Section 368(a), BCIC Stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of BCIC Common Stock for shares of TCPC Common Stock pursuant to the Merger, except for any gain or loss that may result from the receipt of cash in lieu of fractional shares of TCPC Common Stock. The particular tax consequences of the Merger to a BCIC Stockholder will depend on such stockholder’s particular facts and circumstances. BCIC Stockholders should consult with their tax advisors to determine the tax consequences of the Merger to them in light of their specific circumstances. For further information, see the section captioned Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Merger.
Q:
Did the TCPC Special Committee and TCPC Board receive an opinion from the financial advisor to the TCPC Special Committee regarding the Exchange Ratio?
A:
Yes. For more information, see the section entitled “The Merger — Opinion of the Financial Advisor to the TCPC Special Committee.”
Q:
Did the BCIC Special Committee and BCIC Board receive an opinion from the financial advisor to the BCIC Special Committee regarding the Exchange Ratio?
A:
Yes. For more information, see the section entitled “The Merger — Opinion of the Financial Advisor to the BCIC Special Committee.”
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SUMMARY OF THE MERGER
This summary highlights selected information contained elsewhere in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus, including the other documents to which this joint proxy statement/prospectus refers for a more complete understanding of the Merger. In particular, you should read the annexes attached to this joint proxy statement/prospectus, including the Merger Agreement, which is attached as Annex A hereto, as it is the legal document that governs the Merger. See “Where You Can Find More Information.” For a discussion of the risk factors you should carefully consider, see the section entitled “Risk Factors” beginning on page 22.
The Parties to the Merger
BlackRock TCP Capital Corp.
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1000
TCPC is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. TCPC has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes TCPC intends to continue to qualify as a regulated investment company (“RIC”) under the Code.
TCPC’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. TCPC seeks to achieve its investment objective primarily through investments in debt securities of middle-market companies, which it typically defines as those with enterprise values between $100 million and $1.5 billion. While TCPC intends to primarily focus on privately negotiated investments in debt of middle-market companies, it may make investments of all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and warrants or options received in connection with BCIC’s debt investments. TCPC expects to generate returns through a combination of the receipt of contractual interest payments on debt investments and origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments.
BlackRock Capital Investment Corporation
50 Hudson Yards
New York, New York 10001
212-810-5800
BCIC was incorporated on April 13, 2005, commenced operations with private funding on July 25, 2005, and completed its initial public offering on July 2, 2007. BCIC is an externally-managed, non-diversified closed-end management investment company. BCIC has elected to be regulated as a BDC under the 1940 Act. In addition, for tax purposes BCIC intends to continue to qualify as a RIC under the Code through the end of its last taxable year ending on the Closing Date.
BCIC’s investment objective is to generate both current income and capital appreciation through BCIC’s debt and equity investments. BCIC invests primarily in middle-market companies and target investments that it believes provide an attractive risk-adjusted return. The term “middle-market” refers to companies with enterprise value typically between $100 million and $1.5 billion. BCIC’s targeted investment typically ranges between $5 million and $20 million, although the investment sizes may be more or less than the targeted range and the size of its investments may grow with BCIC’s capital availability. BCIC generally seeks to invest in companies that operate in a broad variety of industries and that generate positive cash flow. Although most of its new investments are in senior secured loans to primarily U.S. private middle-market companies, its investment portfolio may include junior secured, unsecured and subordinated loans, common and preferred equity, options and warrants, credit derivatives, high-yield bonds, distressed debt and other structured securities. BCIC may from time to time invest up to 30% of its assets opportunistically in other types of investments, including securities of other public companies and foreign securities.
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BCIC Merger Sub, LLC
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1000
Merger Sub is a Delaware limited liability company and a newly formed wholly-owned subsidiary of Special Value Continuation Partners LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of TCPC. Merger Sub was formed in connection with and for the sole purpose of the Merger.
TCP
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1000
TCPC’s investment activities are managed by TCP. TCP is a Delaware limited liability company and is registered as an investment advisor under the Advisers Act. TCP is a wholly-owned subsidiary of BCIA, an indirect wholly-owned subsidiary of BlackRock, Inc. BlackRock is the world’s largest publicly traded investment management firm, with approximately $9 trillion of assets under management as of December 31, 2022. BlackRock manages assets on behalf of institutions and individuals worldwide through a variety of equity, fixed income, real estate, cash management and alternative investment products. BlackRock serves clients in North and South America, Europe, Asia, Australia, Africa and the Middle East. Headquartered in New York, BlackRock maintains offices in over 30 countries, including 25 primary investment centers. BlackRock’s institutional knowledge includes proprietary valuation techniques, market outlook, competitive evaluation and structuring and operational expertise. In addition, BlackRock provides risk management, investment system outsourcing and financial advisory services to a growing number of institutional investors. Through BlackRock Solutions®, BlackRock provides risk management and advisory services that combine capital markets expertise with internally developed systems and technology.
BCIA
50 Hudson Yards
New York, New York 10001
212-810-5800
BCIC’s investment activities are managed by BCIA. BCIA is a Delaware limited liability company and is registered as an investment advisor under the Advisers Act. BCIA is an indirect wholly-owned subsidiary of BlackRock, Inc. See the previous paragraph for a description of BlackRock, Inc.’s business.
Merger Structure
Pursuant to the terms of the Merger Agreement, at the Effective Time, BCIC will be merged with and into Merger Sub. Merger Sub will be the surviving company and will continue its existence as a limited liability company under the laws of the State of Delaware. As of the Effective Time, the separate corporate existence of BCIC will cease.
For illustrative purposes, based on the number of shares of TCPC Common Stock issued and outstanding and the NAV per share of TCPC and BCIC as of September 30, 2023 (including certain adjustments as described in the section captioned “Capitalization”), TCPC would issue approximately 0.3442 shares of TCPC Common Stock for each share of BCIC Common Stock outstanding, resulting in pro forma ownership of 69.8% for current TCPC Stockholders and 30.2% for current BCIC Stockholders. The actual NAV per share of TCPC and BCIC used for calculation of the Exchange Ratio and resulting ownership percentages for TCPC and BCIC Stockholders will be determined on the Determination Date prior to the closing of the Merger.
Following the Merger, TCP will continue to be the investment adviser to TCPC pursuant to the Amended TCPC Investment Advisory Agreement.
The Merger Agreement is attached as Annex A to this joint proxy statement/prospectus. TCPC and BCIC encourage their respective stockholders to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the Merger.
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Merger Consideration
Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of BCIC Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive a number of shares of TCPC Common Stock equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares.
Under the Merger Agreement, as of the Determination Date, BCIC and TCPC will deliver the Closing BCIC Net Asset Value and the Closing TCPC Net Asset Value, respectively, in each case, based on the same assumptions and methodologies, and applying the same categories of adjustments to NAV historically used in preparing the calculation of the NAV per share by the applicable party, except (i) that, in the case of BCIC, 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.
Based on such calculations, the parties will calculate:
the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC 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 TCPC Common Stock issued and outstanding as of the Determination Date.
The Exchange Ratio will be equal to the quotient (rounded to four decimal places) of (i) the BCIC Per Share NAV divided by (ii) the TCPC Per Share NAV, each as calculated as of the Determination Date. BCIC and TCPC will update and redeliver the Closing BCIC Net Asset Value or the Closing TCPC Net Asset Value, respectively, in the event that the Closing is subsequently delayed or there is more than a de minimis change to such calculations between the Determination Date and the closing of the Merger (including any dividend declared after the Determination Date but prior to the closing of the Merger) and as needed to ensure that the calculations are determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.
The Exchange Ratio will be adjusted if, between the Determination Date and the Effective Time, the respective number of issued and outstanding shares of TCPC Common Stock or BCIC Common Stock has increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issuer tender or exchange offer, combination or exchange of shares or similar transaction, or if a stock dividend or dividend payable in any other securities (or similar distribution) has been authorized and declared with a record date within such period, as permitted by the Merger Agreement, in each case, to provide the BCIC Stockholders and TCPC the same economic effect as contemplated by the Merger Agreement prior to such event. Because the Exchange Ratio will be determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time, the time period during which such an adjustment could occur will be relatively short.
Closing of the Merger is contingent upon (i) TCPC Stockholder Approval of the TCPC Stock Issuance Proposal, (ii) BCIC Stockholder Approval of the BCIC Merger Proposal and (iii) satisfaction or waiver of certain other closing conditions.
After the Determination Date and until the Merger is completed, the market value of the shares of TCPC Common Stock to be issued in the Merger will continue to fluctuate but the number of shares to be issued to BCIC Stockholders will remain fixed.
Market Price of TCPC Common Stock and BCIC Common Stock
TCPC Common Stock currently trades on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “TCPC.” BCIC Common Stock currently trades on the Nasdaq under the ticker symbol “BKCC”. BCIC Stockholders will receive TCPC Common Stock on the Closing Date and will be able to trade such shares of TCPC Common Stock as soon as they are credited to the account of the applicable legacy BCIC Stockholder.
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The following table presents the closing sales prices as of the last trading day before the execution of the Merger Agreement and the most recent quarter end, and the most recently determined NAV per share of TCPC Common Stock and the most recently determined NAV per share of BCIC Common Stock.
 
TCPC
Common
Stock
BCIC
Common
Stock
Closing Sales Price as of January 9, 2024
$11.85
$4.00
NAV per Share as of September 30, 2023
$12.72
$4.38
Closing Sales Price as of September 30, 2023
$11.74
$3.71
Risks Relating to the Merger
The Merger and the other transactions contemplated by the Merger Agreement are subject to, among others, the following risks. TCPC Stockholders and BCIC Stockholders should carefully consider these risks before deciding how to vote on the TCPC Stock Issuance Proposal or BCIC Merger Proposal, as applicable, to be voted on at their respective annual or special meeting.
Because the trading price of TCPC Common Stock and the NAV per share of BCIC Common Stock and TCPC Common Stock will fluctuate, BCIC Stockholders cannot be sure of the market value of the consideration they will receive in connection with the Merger until the closing date of the Merger.
Sales of shares of TCPC Common Stock after the completion of the Merger may cause the trading price of TCPC Common Stock to decline.
TCPC Stockholders and BCIC Stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Merger.
TCPC may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.
The opinion of the financial advisor to the TCPC Special Committee delivered to the TCPC Special Committee and the TCPC Board prior to the signing of the Merger Agreement and the opinion of the financial advisor to the BCIC Special Committee delivered to the BCIC Special Committee and the BCIC Board prior to the signing of the Merger Agreement will not reflect changes in circumstances since the date of the opinions.
If the Merger does not close for any reason (whether due to failure to obtain required BCIC or TCPC Stockholder Approval or failure of either TCPC or BCIC to satisfy certain closing conditions), TCPC and BCIC may bear expenses incurred in connection with the Merger in excess of the amounts to be borne by TCP or BCIA, as applicable, and will not receive the benefits associated with the Merger.
The termination of the Merger Agreement could negatively impact TCPC and BCIC.
The Merger Agreement limits TCPC’s and BCIC’s ability to pursue alternatives to the Merger.
The Merger is subject to closing conditions, including the TCPC and BCIC Stockholder Approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to the business and operations of TCPC and BCIC.
TCPC and BCIC may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting the TCPC Stockholder Approval or BCIC Stockholder Approval, as applicable.
TCPC and BCIC will be subject to operational uncertainties and contractual restrictions while the Merger is pending.
The market price of TCPC Common Stock after the Merger may be affected by factors different from those affecting TCPC Common Stock currently.
BCIC Stockholders and TCPC Stockholders are not entitled to appraisal rights in connection with the Merger.
Any litigation filed against TCPC and/or BCIC in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed.
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The Merger may trigger certain “change of control” provisions and other restrictions in contracts of TCPC, BCIC or their respective affiliates and the failure to obtain any required consents or waivers could adversely impact the combined company.
As a result of the Merger, holders of BCIC’s outstanding 2025 Private Placement Notes will be able to redeem their notes prior to maturity; any replacement debt may be more expensive and any inability of the combined company to replace any redeemed BCIC 2025 Private Placement Notes after the Effective Time could adversely impact TCPC’s liquidity and ability to fund new investments or maintain distributions to TCPC Stockholders.
The shares of TCPC Common Stock to be received by BCIC Stockholders as a result of the Merger will have certain different rights associated with them than shares of BCIC Common Stock currently held by them, as described more fully in the section “Comparison of TCPC and BCIC Stockholder Rights.”
The Merger may not be treated as a tax-free reorganization under Section 368(a) of the Code.
TCPC is expected to be subject to an annual limitation on its use of BCIC’s capital loss carryforwards (and certain unrecognized built-in losses).
The combined company may incur adverse tax consequences if either BCIC or TCPC has failed or fails to qualify for taxation as a RIC for United States federal income tax purposes.
See the section captioned “Risk Factors — Risks Relating to the Merger” beginning on page 22 for a more detailed discussion of these risks.
Tax Consequences of the Merger
The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to the obligations of BCIC and of TCPC to consummate the Merger that BCIC and TCPC will each obtain a legal opinion to that effect. Assuming the merger so qualifies, BCIC Stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of BCIC Common Stock for shares of TCPC Common Stock pursuant to the Merger, except for any gain or loss that may result from the receipt of cash in lieu of fractional shares of TCPC Common Stock. The Merger is not expected to be a taxable event for TCPC Stockholders, BCIC or TCPC.
TCPC Stockholders and BCIC Stockholders should read the section captioned “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the U.S. federal income tax considerations relevant to the Merger. Tax matters can be complicated and the tax consequences of the Merger to a particular stockholder will depend on the particular tax situation of such stockholder. TCPC Stockholders and BCIC Stockholders should consult with their tax advisors to determine the tax consequences of the Merger to them.
Special Meeting of TCPC Stockholders
TCPC plans to hold the TCPC Special Meeting virtually on March 7, 2024, at 2:00 p.m., Eastern Time (11:00 a.m., Pacific Time), at the following website: https://meetnow.global/MG7S5WA. At the TCPC Special Meeting, holders of TCPC Common Stock will be asked to approve the TCPC Stock Issuance Proposal.
A TCPC Stockholder can vote at the TCPC Special Meeting if such stockholder owned shares of TCPC Common Stock at the close of business on the TCPC Record Date. As of that date, there were 57,767,264 shares of TCPC Common Stock outstanding and entitled to vote. Approximately 172,070 of such total outstanding shares, or approximately 0.3%, were owned beneficially or of record by directors and executive officers of TCPC.
Special Meeting of BCIC Stockholders
BCIC plans to hold the BCIC Special Meeting virtually on March 7, 2024, at 12:00 p.m., Eastern Time (9:00 a.m., Pacific Time), at the following website: https://meetnow.global/M9KS6KV. At the BCIC Special Meeting, holders of BCIC Common Stock will be asked to approve the BCIC Merger Proposal.
A BCIC Stockholder can vote at the BCIC Special Meeting if such stockholder owned shares of BCIC Common Stock at the close of business on the BCIC Record Date. As of that date, there were 72,571,907 shares of BCIC Common Stock outstanding and entitled to vote. Approximately 1,198,898 of such total outstanding shares, or approximately 1.7%, were owned beneficially or of record by directors and executive officers of BCIC.
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TCPC Board Recommendation
The TCPC Board, upon recommendation of the TCPC Special Committee, comprised of all of the independent directors of TCPC, has unanimously approved the Merger Agreement, including the Merger and the related transactions and the proposed issuance of additional TCPC Common Stock in connection with the Merger, and directed that such matters be submitted to the TCPC Stockholders for approval at the TCPC Special Meeting. After careful consideration and, with respect to the TCPC Stock Issuance Proposal, on the recommendation of the TCPC Special Committee, the TCPC Board unanimously recommends that TCPC Stockholders vote “FOR” the TCPC Stock Issuance Proposal.
BCIC Board Recommendation
The BCIC Board, upon recommendation of the BCIC Special Committee, comprised of all of the independent directors of BCIC, has unanimously approved the Merger Agreement, including the Merger and the related transactions, and directed that such matters be submitted to the BCIC Stockholders for approval. After careful consideration, on the recommendation of the BCIC Special Committee, the BCIC Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that BCIC Stockholders vote “FOR” the BCIC Merger Proposal.
Vote Required — TCPC
Each share of TCPC Common Stock held by a holder of record as of the TCPC Record Date has one vote on the TCPC Stock Issuance Proposal. The affirmative vote of the holders of a majority of the votes cast by the holders of outstanding shares of TCPC Common Stock at the TCPC Special Meeting in person or by proxy at a meeting at which a quorum is present is required for approval of the TCPC Stock Issuance Proposal (i.e., the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). Abstentions and uninstructed shares, if any, will not be included in determining the number of votes cast and, because the TCPC Stock Issuance Proposal requires the affirmative vote of the holders of at least a majority of votes cast, abstentions and uninstructed shares will have no effect on the TCPC Stock Issuance Proposal at a meeting at which a quorum is present.
Vote Required — BCIC
Each share of BCIC Common Stock held by a holder of record as of the BCIC Record Date has one vote on the BCIC Merger Proposal. The affirmative vote of the holders of a majority of the outstanding shares of BCIC Common Stock is required to approve the BCIC Merger Proposal. Abstentions and uninstructed shares, if any, will have the effect of a vote “against” this proposal.
Completion of the Merger
As more fully described in this joint proxy statement/prospectus and in the Merger Agreement, the completion of the Merger depends on a number of conditions being satisfied or, where legally permissible, waived. For information on the conditions that must be satisfied or waived for the Merger to occur, see “Description of the Merger Agreement — Conditions to Closing the Merger.” While there can be no assurance as to the exact timing, or that the Merger will be completed at all, TCPC and BCIC are working to complete the Merger in the first quarter of 2024. It is currently expected that the Merger will be completed promptly following receipt of the required TCPC and BCIC Stockholder Approvals at the TCPC Special Meeting and the BCIC Special Meeting, respectively, and satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.
Termination of the Merger Agreement
The Merger Agreement contains certain termination rights for TCPC and BCIC, each of which is discussed below in “Description of the Merger Agreement — Termination of the Merger Agreement.”
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Fee Reduction in Connection with the Merger
In connection with the entry into the Merger Agreement and subject to completion of the Merger, following the Effective Time, TCP in its capacity as investment adviser to TCPC and, following the Merger, the investment adviser of the combined company, has agreed:
(i)
to reduce the base management fee rate 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;
(ii)
to 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 the Effective Time occurs on the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter); and
(iii)
that, for the purposes of calculating net investment income (as described in clause (ii) above) and certain incentive fee calculations under the Amended TCPC Investment Advisory Agreement, 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 BCIC assets acquired in the Merger as required under applicable accounting guidance will be excluded.
Management of the Combined Company
Prior to the Effective Time, the lead Independent Director of BCIC and the lead Independent Director of TCPC, in consultation with the chairperson of the BCIC Board and the chairperson of the TCPC Board, as applicable, will recommend to the TCPC Board the appropriate composition of the TCPC Board after the Effective Time, and the TCPC Board will consider such recommendation. Each director of the combined company will hold office until their respective successor is duly elected and qualifies, or their earlier death, removal or resignation.
Following the Merger, the officers of TCPC will be (i) Rajneesh Vig as Chief Executive Officer / Chairman, (ii) Phil Tseng as President, (iii) Nik Singhal as Chief Operating Officer, (iv) Erik Cuellar as Chief Financial Officer / Treasurer, (v) Charles C.S. Park as Chief Compliance Officer and (vi) Laurence D. Paredes as Secretary. Such officers will hold office until their respective successors are duly appointed and qualify, or their earlier death, removal or resignation.
Following the Merger, TCP, the investment adviser to TCPC, will be the investment adviser to the combined company pursuant to the Amended TCPC Investment Advisory Agreement and Fee Waiver Agreement. For more information, see “The Merger — Fee Waiver Agreement” and “The Merger — Amended TCPC Investment Advisory Agreement.”
Reasons for the Merger
TCPC
The TCPC Board consulted with its legal and other advisors, as well as TCPC’s management and TCP, and considered numerous factors, including the unanimous recommendation of the TCPC Special Committee, and the TCPC Board and the TCPC Special Committee unanimously determined that the Merger is advisable and in the best interests of TCPC, and that existing TCPC Stockholders will not be diluted (as provided under Rule 17a-8 of the 1940 Act) as a result of the Merger.
The TCPC Special Committee and the TCPC Board weighed various potential benefits and risks in considering the Merger, both with respect to the immediate effects of the Merger on TCPC and with respect to the potential benefits and risks that could be experienced by the combined company after the Merger. Some of the factors considered by the TCPC Special Committee and the TCPC Board that assisted them in concluding that the Merger is in the best interests of TCPC included, among others (which are not in any relative order of importance):
expected accretion to net investment income;
reduced management fee rate;
net investment income shortfall support;
expected expense savings;
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advisor sharing of a portion of the Merger-related expenses;
expected greater access to debt capital;
similarities in investment strategies and risks;
increased scale and potential for improved secondary market liquidity;
potential for improved trading dynamics;
continuity of BlackRock-affiliated management team;
acquisition of a known, diversified portfolio with significant overlap;
no dilution for purposes of Rule 17a-8 under the 1940 Act;
potential benefits of the Merger as compared to other strategic options;
the financial analysis reviewed by Houlihan Lokey with the TCPC Special Committee as well as the oral opinion of Houlihan Lokey rendered to the TCPC Special Committee on September 5, 2023 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion dated September 5, 2023 addressed to the TCPC Special Committee), as to, as of September 5, 2023, the fairness, from a financial point of view, to TCPC of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement; and
the structure of the Merger as a tax-free reorganization.
The foregoing list does not include all the factors that the TCPC Board considered in approving the proposed Merger and the Merger Agreement and recommending that TCPC Stockholders approve the issuance of additional shares of TCPC Common Stock necessary to effectuate the Merger.
For a further discussion of certain factors considered by the TCPC Board, see “The Merger — Reasons for the Merger.”
BCIC
The BCIC Board consulted with its legal and other advisors, as well as BCIC’s management and BCIA, and considered numerous factors, including the unanimous recommendation of the BCIC Special Committee, and the BCIC Board and the BCIC Special Committee unanimously determined that the Merger Agreement and the terms of the Merger and the related transactions contemplated by the Merger Agreement are advisable and in the best interests of BCIC, and that existing BCIC Stockholders will not be diluted (as provided under Rule 17a-8 of the 1940 Act) as a result of the Merger.
The BCIC Special Committee and the BCIC Board weighed various potential benefits and risks in considering the Merger, both with respect to the immediate effects of the Merger on BCIC and BCIC Stockholders and with respect to the potential benefits and risks that could be experienced by the combined company after the Merger. Some of the factors considered by the BCIC Special Committee and the BCIC Board that assisted them in concluding that the Merger is in the best interests of BCIC and BCIC Stockholders included, among others (which are not in any relative order of importance):
expected accretion to net investment income;
reduced management fee rate;
net investment income shortfall support;
expected expense savings;
advisor sharing of a portion of the Merger-related expenses;
expected greater access to debt capital on more favorable terms;
similarities in investment strategies and risks;
increased scale and potential for improved secondary market liquidity;
potential for improved trading dynamics;
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continuity of BlackRock-affiliated management team;
stronger historical performance track record and dividend coverage;
merger with a known, diversified portfolio with significant overlap;
the structure of the Merger as a tax-free reorganization;
no dilution for purposes of Rule 17a-8 under the 1940 Act;
the potential benefits of the Merger as compared to other strategic options; and
the opinion of Keefe, Bruyette & Woods, Inc. (“KBW”) as to the fairness of the Exchange Ratio, from a financial point of view, to the holders of BCIC Common Stock.
The foregoing list does not include all the factors that the BCIC Board considered in approving the Merger Agreement and recommending that BCIC Stockholders approve the Merger Agreement.
For a further discussion of certain factors considered by the BCIC Board, see “The Merger — Reasons for the Merger.”
TCPC Stockholders and BCIC Stockholders Do Not Have Appraisal Rights
Neither TCPC Stockholders nor BCIC Stockholders will be entitled to exercise appraisal rights in connection with the Merger under the laws of the State of Delaware.
Opinion of the Financial Advisor to the TCPC Special Committee
On September 5, 2023, Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), orally rendered its opinion to the TCPC Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the TCPC Special Committee dated September 5, 2023), as to, as of September 5, 2023, the fairness, from a financial point of view, to TCPC of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement.
Houlihan Lokey’s opinion was directed to the TCPC Special Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to the TCPC of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the TCPC Special Committee, the TCPC Board, any security holder of TCPC or any other person as to how to act or vote with respect to any matter relating to the Merger.
Opinion of the Financial Advisor to the BCIC Special Committee
In connection with the Merger, KBW delivered a written opinion, dated September 5, 2023 (which opinion was initially rendered verbally), to the BCIC Special Committee and the BCIC Board as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of BCIC Common Stock of the Exchange Ratio in the proposed Merger. The full text of KBW’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this document.
The opinion was for the information of, and was directed to, the BCIC Special Committee (in its capacity as such) and, as requested by the BCIC Special Committee, the BCIC Board (in its capacity as such) in connection with their respective consideration of the financial terms of the Merger. The opinion did not address the underlying business decision of BCIC to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the BCIC Special Committee or the BCIC Board in connection with the Merger, and it does not constitute a recommendation to any holder of BCIC Common Stock or any stockholder of any other entity as to how to vote in connection with the Merger or any other matter.
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RISK FACTORS
In addition to the other information included in this document, you should carefully consider the risks described below in determining whether to approve (i) the TCPC Stock Issuance Proposal, in the case of TCPC Stockholders, and (ii) the BCIC Merger Proposal, in the case of BCIC Stockholders. The information in “Item 1A. Risk Factors” in Part I of TCPC’s Annual Report on Form 10-K (File No. 814-00899) for the fiscal year ended December 31, 2022, filed with the SEC on February 28, 2023, and in Part II, Item 1A of TCPC’s Quarterly Report on Form 10-Q (File No. 814-00899) for the quarter ended September 30, 2023, filed with the SEC on November 2, 2023. The information in “Item 1A. Risk Factors” in Part I of BCIC’s Annual Report on Form 10-K (File No. 814-00712) for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023, and in Part II, Item 1A of BCIC’s Quarterly Report on Form 10-Q (File No. 814-00712) for the quarter ended September 30, 2023, filed with the SEC on November 8, 2023, is incorporated herein by reference for general risks related to BCIC. The occurrence of any of these risks could materially and adversely affect the business, prospects, financial condition, results of operations and cash flow of TCPC and BCIC and, following the Merger, the combined company and might cause you to lose all or part of your investment. The risks, as set out below and incorporated by reference herein, are not the only risks TCPC and BCIC and, following the Merger, the combined company face, and there may be additional risks that TCPC and BCIC do not presently know of or that they currently consider not likely to have a significant impact. New risks may emerge at any time and TCPC and BCIC cannot predict such risks or estimate the extent to which they may affect the business or financial performance of TCPC and BCIC and, following the Merger, the combined company. See also “Incorporation by Reference for TCPC,” “Incorporation by Reference for BCIC” and “Where You Can Find More Information” in this joint proxy statement/prospectus.
Risks Relating to the Merger
Because the trading price of TCPC Common Stock and the NAV per share of BCIC Common Stock and TCPC Common Stock will fluctuate, BCIC Stockholders cannot be sure of the market value of the consideration they will receive in connection with the Merger until the closing date of the Merger.
At the Effective Time, each share of BCIC Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive a number of shares of TCPC Common Stock, equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares. The market value of such consideration to be received by BCIC Stockholders upon completion of the Merger (the “Merger Consideration”) may vary from the closing price of TCPC Common Stock on the date prior to announcement of the Merger, on the date of the BCIC Special Meeting and on the date the Merger is completed. Any change in the market price of TCPC Common Stock prior to completion of the Merger will affect the market value of the Merger Consideration that BCIC Stockholders will receive upon completion of the Merger. Additionally, the Exchange Ratio will fluctuate as BCIC’s and TCPC’s respective NAVs change prior to Closing.
Accordingly, at the time of the BCIC Special Meeting, BCIC Stockholders will not know or be able to calculate the market value of the Merger Consideration they would receive upon completion of the Merger. Neither BCIC nor TCPC is permitted to terminate the Merger Agreement or resolicit the vote of their respective stockholders solely because of changes in the market price of shares of TCPC Common Stock. There will be no adjustment to the Merger Consideration for changes in the market price of shares of TCPC Common Stock.
Changes in the market price of TCPC Common Stock may result from a variety of factors, including, among other things:
changes in the value of TCPC’s portfolio of investments and any derivative instruments, including as a result of general economic conditions, interest rate shifts and changes in the performance of TCPC’s portfolio companies;
changes in earnings or variations in operating results or distributions that exceed TCPC’s net investment income;
any shortfall in investment income or net investment income or any increase in losses from levels expected by investors or securities analysts;
departure of certain of key personnel of TCP or TCP ceasing to be the investment advisor of TCPC (although no such departure of personnel or change in investment advisor is planned in connection with the Merger);
loss of a major funding source;
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significant volatility in the market price and trading volume of securities of BDCs, which are not necessarily related to the operating performance of TCPC;
changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to RICs and BDCs;
loss of TCPC’s BDC or RIC status;
increases in expenses associated with defense of litigation and responding to SEC inquiries;
changes in accounting guidelines governing valuation of TCPC’s investments; and
general economic trends and other external factors.
These factors are generally beyond the control of TCPC. The range of high and low sales prices per share of TCPC Common Stock as reported on Nasdaq for the quarter ended September 30, 2023 was a low of $11.00 and a high of $12.89. However, historical trading prices are not necessarily indicative of future performance. BCIC Stockholders should obtain current market quotations for shares of TCPC Common Stock prior to the BCIC Special Meeting.
Sales of shares of TCPC Common Stock after the completion of the Merger may cause the market price of TCPC Common Stock to decline.
At the Effective Time, each share of the BCIC Common Stock, issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares), will be converted into the right to receive a number of shares of TCPC Common Stock equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares. For illustrative purposes, based on September 30, 2023 NAVs (including certain adjustments as described in the section captioned “Capitalization”), TCPC would issue approximately 0.3442 shares of TCPC Common Stock for each share of BCIC Common Stock outstanding, resulting in pro forma ownership of 69.8% for current TCPC Stockholders and 30.2% for current BCIC Stockholders (the actual NAV per share of TCPC and BCIC used for calculation of the Exchange Ratio and resulting ownership percentages for TCPC and BCIC Stockholders will be determined on the Determination Date). Former BCIC Stockholders may be required to or decide to sell the shares of TCPC Common Stock that they receive pursuant to the Merger Agreement. In addition, TCPC Stockholders may decide not to hold their shares of TCPC Common Stock after completion of the Merger. In each case, such sales of TCPC Common Stock could have the effect of depressing the trading price for TCPC Common Stock and may take place promptly following the completion of the Merger. If this occurs, it could impair TCPC’s ability to raise additional capital through the sale of equity securities should TCPC desire to do so.
TCPC Stockholders and BCIC Stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Merger.
TCPC Stockholders will experience a reduction in their percentage ownership interests and effective voting power in respect of the combined company relative to their percentage ownership interests in TCPC prior to the Merger unless they hold a comparable or greater percentage ownership in BCIC as they do in TCPC prior to the Merger. Consequently, TCPC Stockholders should generally expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over the management and policies of TCPC. BCIC Stockholders will experience a substantial reduction in their percentage ownership interests and effective voting power in respect of the combined company relative to their percentage ownership interests in BCIC prior to the Merger unless they hold a comparable or greater percentage ownership in TCPC as they do in BCIC prior to the Merger. Consequently, BCIC Stockholders should generally expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over the management and policies of BCIC. In addition, prior to completion of the Merger, subject to certain restrictions in the Merger Agreement, TCPC and BCIC may issue additional shares of TCPC Common Stock and BCIC Common Stock, respectively, which would further reduce the percentage ownership of the combined company to be held by current TCPC Stockholders and BCIC Stockholders.
TCPC may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.
The realization of certain benefits anticipated as a result of the Merger will depend in part on the further integration of BCIC’s investment portfolio with TCPC’s investment portfolio and the integration of BCIC’s business with TCPC’s business. There can be no assurance that BCIC’s investment portfolio or business can be operated profitably going forward or integrated successfully into TCPC’s operations in a timely fashion or at all. The
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dedication of management resources to such integration may detract attention from the day-to-day business of the combined company and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of BCIC’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.
TCPC also expects to achieve certain synergies and cost savings from the Merger when the two companies have fully integrated their portfolios. It is possible that the estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume TCPC will be able to combine its operations and BCIC’s operations in a manner that permits those cost savings to be realized. If the estimates turn out to be incorrect or if TCPC is not able to successfully combine BCIC’s investment portfolio or business with its operations, the anticipated synergies and cost savings may not be fully realized or realized at all or may take longer to realize than expected.
The opinion of the financial advisor to the TCPC Special Committee delivered to the TCPC Special Committee and the TCPC Board prior to the signing of the Merger Agreement and the opinion of the financial advisor to the BCIC Special Committee delivered to the BCIC Special Committee and the BCIC Board prior to the signing of the Merger Agreement will not reflect changes in circumstances since the date of such opinions.
The opinion of Houlihan Lokey, the financial advisor to the TCPC Special Committee, was delivered to the TCPC Special Committee and the TCPC Board on September 5, 2023, and was dated September 5, 2023. The opinion of KBW, the financial advisor to the BCIC Special Committee, was delivered to the BCIC Special Committee and the BCIC Board on September 5, 2023, and was dated September 5, 2023. Changes in TCPC’s or BCIC’s operations and prospects, general market and economic conditions and other factors that may be beyond the control of TCPC or BCIC may significantly alter TCPC’s or BCIC’s respective value or the respective price of shares of TCPC Common Stock or BCIC Common Stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other than the date of such opinions. For a description of the opinion that the TCPC Special Committee received from its financial advisor, see “The Merger — Opinion of the Financial Advisor to the TCPC Special Committee.” For a description of the opinion that the BCIC Special Committee received from its financial advisor, see “The Merger — Opinion of the Financial Advisor to the BCIC Special Committee.
The termination of the Merger Agreement could negatively impact TCPC and BCIC.
If the Merger Agreement is terminated, there may be various consequences, including:
the businesses of TCPC and BCIC may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger;
the market prices of TCPC Common Stock and/or BCIC Common Stock might decline to the extent that the market price prior to termination reflects a market assumption that the Merger will be completed;
TCPC or BCIC may not be able to find a third-party willing to consummate a transaction on the same or superior terms and any such transaction may not result in benefits comparable to those anticipated in connection with the Merger; and
TCPC and BCIC may have incurred expenses in connection with the Merger in excess of the amount subject to payment, offset or reimbursement by TCP or BCIA, as applicable, without realizing any of the benefits of completing the Merger.
The Merger Agreement limits TCPC’s and BCIC’s ability to pursue alternatives to the Merger.
The Merger Agreement contains provisions that limit TCPC’s and BCIC’s ability to discuss, facilitate or commit to competing third party proposals to acquire all or a significant part of TCPC or BCIC. These provisions, which are typical for transactions of this type, might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of TCPC or BCIC from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Merger or might result in a potential competing acquirer proposing to pay a lower per share price to acquire TCPC or BCIC than it might otherwise have proposed to pay.
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The Merger is subject to closing conditions, including the TCPC and BCIC Stockholder Approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to the business and operations of TCPC and BCIC.
The Merger is subject to closing conditions, including certain approvals of TCPC Stockholders and BCIC Stockholders that, if not satisfied, will prevent the Merger from being completed. The closing condition that BCIC Stockholders adopt the Merger Agreement and approve the BCIC Merger Proposal may not be waived under applicable law and must be satisfied for the Merger to be completed. If BCIC Stockholders do not adopt the Merger Agreement and approve the Merger and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on TCPC’s and BCIC’s respective businesses and operations. In addition, the closing condition that TCPC Stockholders approve the issuance of additional shares of TCPC Common Stock pursuant to the Merger Agreement may not be waived and must be satisfied for the Merger to be completed. If TCPC Stockholders do not approve the TCPC Stock Issuance Proposal and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on TCPC’s and BCIC’s respective businesses and operations. In addition to the required approvals of TCPC Stockholders and BCIC Stockholders, the Merger is subject to a number of other conditions beyond the control of TCPC and BCIC that may prevent, delay or otherwise materially adversely affect completion of the Merger. TCPC and BCIC cannot predict whether and when these other conditions will be satisfied.
TCPC and BCIC may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting TCPC or BCIC Stockholder Approval, as applicable.
Certain conditions to TCPC’s and BCIC’s respective obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of stockholders, TCPC and BCIC will each have the discretion to complete the Merger without seeking further stockholder approval. The conditions requiring the approval of TCPC Stockholders and BCIC Stockholders, however, cannot be waived.
TCPC and BCIC will be subject to operational uncertainties and contractual restrictions while the Merger is pending.
Uncertainty about the effect of the Merger may have an adverse effect on TCPC or BCIC and, consequently, on the combined company following completion of the Merger. These uncertainties may cause those that deal with TCPC or BCIC to seek to change their existing business relationships with them. In addition, the Merger Agreement restricts TCPC and BCIC from taking actions that each might otherwise consider to be in its best interests. These restrictions may prevent TCPC or BCIC from pursuing certain business opportunities that may arise prior to the completion of the Merger.
The market price of TCPC Common Stock after the Merger may be affected by factors different from those affecting TCPC Common Stock or BCIC Common Stock currently.
TCPC’s business and BCIC’s business differ in some respects and, accordingly, the results of operations of the combined company and the market price of TCPC Common Stock after the Merger may be affected by factors different from those currently affecting the independent results of operations and the trading price of each of TCPC and BCIC, such as a larger stockholder base, a different portfolio composition and a different capital structure. Accordingly, BCIC’s and TCPC’s historical trading prices and financial results may not be indicative of these matters for the combined company following the Merger.
The shares of TCPC Common Stock to be received by BCIC Stockholders as a result of the Merger will have different rights associated with them than the shares of BCIC Common Stock currently held by them.
Certain rights associated with BCIC Common Stock are different from the rights associated with TCPC Common Stock, For example:
The TCPC Board is not classified and the term of office of each director generally is one year, while the BCIC Board is divided into three classes, designated Class I, Class II and Class III, as nearly equal in number as possible, and the term of office of directors in each Class generally is three years.
Certain strategic transactions, including conversion from a BDC to a closed-end investment company, liquidation and dissolution, and certain mergers require different thresholds of TCPC Stockholder approval than BCIC Stockholder approval.
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Certain sections of the TCPC Certificate of Incorporation require the affirmative vote of the holders of at least 80% of the then outstanding shares of TCPC to be amended, provided that only a majority of shares is needed to approve the amendment if 66 2/3% of the “continuing directors” approve the amendment; whereas the BCIC Certificate of Incorporation requires the affirmative vote of at least 75% of its then outstanding shares to approve similar amendments to its certificate of incorporation whether or not the amendment is approved by a supermajority of its directors.
Any TCPC director may be removed from office at any time, with or without cause, by the action of the holders of at least 80% of the shares of TCPC’s capital stock then outstanding and entitled to vote for the election of the respective director, while any BCIC Director may be removed from office, but only for cause, by the action of the holders of at least 75% of the shares of BCIC’s capital stock then outstanding and entitled to vote for the election of the respective director.
For a more fulsome comparison of material rights associated with BCIC Comment Stock and TCPC Common Stock see “Comparison of TCPC and BCIC Stockholder Rights.”
BCIC Stockholders and TCPC Stockholders do not have appraisal rights in connection with the Merger.
Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under Delaware law, holders of shares of BCIC Common Stock and holders of shares of TCPC Common Stock will not have rights to an appraisal of the fair value of their shares in connection with the Merger.
Any litigation filed against TCPC and BCIC in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed.
From time to time, TCPC and BCIC may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on each of TCPC and BCIC’s liquidity and financial condition or could prevent the Merger from being completed.
The Merger may trigger certain “change of control” provisions and other restrictions in contracts of TCPC, BCIC or their respective affiliates and the failure to obtain any required consents or waivers could adversely impact the combined company.
Certain agreements of TCPC, BCIC or their respective affiliates may require by their terms the consent or waiver of one or more counterparties in connection with the Merger. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or TCPC’s and BCIC’s obligations under, any such agreement because the Merger or other transactions contemplated by the Merger Agreement may violate an anti-assignment, change of control or similar provision relating to any of such transactions. If this occurs, TCPC may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. TCPC and BCIC cannot assure you that TCPC will be able to replace or amend any such agreement on comparable terms or at all.
If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing TCPC from operating a material part of BCIC’s business.
In addition, the consummation of the Merger may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain agreements of TCPC and BCIC. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Merger.
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As a result of the Merger, holders of BCIC’s outstanding 2025 Private Placement Notes will be able to redeem their notes prior to maturity; any replacement debt may be more expensive and any inability of the combined company to replace any redeemed BCIC 2025 Private Placement Notes after Closing could adversely impact TCPC’s liquidity and ability to fund new investments or maintain distributions to TCPC Stockholders.
BCIC maintains $92.0 million of aggregate principal amount outstanding on its 2025 Private Placement Notes which mature on December 9, 2025, unless previously repaid or redeemed in accordance with their terms (the “BCIC 2025 Private Placement Notes”). As a result of the Merger, holders of the BCIC 2025 Private Placement Notes will be able to redeem their notes prior to maturity. There can be no assurance that the combined company will be able to replace any redeemed BCIC 2025 Private Placement Notes on terms that are favorable, if at all. TCPC’s ability to replace any redeemed BCIC 2025 Private Placement Notes will be constrained by then-current economic conditions affecting the credit markets and any replacement notes may be more expensive than the 2025 Private Placement Notes. In the event that TCPC is not able to replace any BCIC 2025 Private Placement Notes redeemed as a result of the Merger, TCPC’s liquidity and ability to fund new investments may be adversely affected.
The Merger may not be treated as a tax-free reorganization under Section 368(a) of the Code.
BCIC and TCPC intend that the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code. If the IRS or a court determines that the Merger should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a stockholder would generally recognize gains or losses for U.S. federal income tax purposes upon the exchange of BCIC Common Stock for TCPC Common Stock in the Merger. For more information on certain U.S. federal income tax consequences of the Merger, see “U.S. Federal Income Tax Considerations - U.S. Federal Income Tax Consequences of the Merger.
TCPC is expected to be subject to an annual limitation on its use of BCIC’s capital loss carryforwards (and certain unrecognized built-in losses).
BCIC has capital loss carryforwards (and unrealized built-in losses) for U.S. federal income tax purposes. Subject to certain limitations, capital loss carryforwards and recognized built-in losses may be used to offset future recognized capital gains. Section 382 of the Code imposes an annual limitation on the ability of a corporation, including a RIC, that undergoes an “ownership change” to use its capital loss carryforwards and unrealized built-in losses. The Merger is expected to result in an ownership change of BCIC for Section 382 purposes. Such a limitation may, for any given year, have the effect of potentially increasing the amount of TCPC’s U.S. federal net capital gains for such year and, hence, the amount of capital gains dividends TCPC would need to distribute to remain a RIC and to avoid U.S. income and excise tax liability, as compared to what the net capital gains would be with full use of such losses. For further information, see the section captioned “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Merger.
The combined company may incur adverse tax consequences if either BCIC or TCPC has failed or fails to qualify for taxation as a RIC for United States federal income tax purposes.
Each of TCPC and BCIC has operated in a manner that it believes has allowed it to qualify as a RIC for U.S. federal income tax purposes under the Code and intends to continue to do so through and (with respect to TCPC) following the Merger. In order to qualify as a RIC, a corporation must satisfy numerous requirements relating to, among other things, the nature of its assets and income and its distribution levels. If BCIC or TCPC has failed or fails to qualify as a RIC for U.S. federal income tax purposes, the combined company may have significant tax liabilities, or may have to make significant distributions and pay penalty or excise taxes in order to maintain RIC qualification. These liabilities could substantially reduce the combined company’s cash available for distribution to its shareholders and the value of TCPC Common Stock. For further information, see the section captioned “U.S. Federal Income Tax Considerations.
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COMPARATIVE FEES AND EXPENSES
Comparative Fees and Expenses Relating to the Merger
The following table is intended to assist TCPC Stockholders and BCIC Stockholders in understanding the costs and expenses that an investor in shares of TCPC Common Stock or BCIC Common Stock bears directly or indirectly and, based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Merger. TCPC and BCIC caution you that some of the percentages of expenses indicated in the table below are estimates and may vary from actual results. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,” “TCPC” or “BCIC,” stockholders will indirectly bear such fees or expenses as investors in TCPC or BCIC, as applicable. The table below is based on information as of September 30, 2023 (except as noted below) and includes expenses of the applicable consolidated subsidiaries. Estimated transaction expenses related to the Merger are not included in the following table.
 
Actual
Pro Forma
Stockholder transaction expenses:
TCPC
BCIC
TCPC
Sales load (as a percentage of offering price)(1)
None
None
None
Offering expenses
None
None
None
Dividend reinvestment plan fees (as a percentage of offering price)(2)
None
None
None
Total stockholder transaction expenses (as a percentage of offering price)
None
None
None
 
Actual
Pro Forma
Annual expenses (as a percentage of net assets attributable to common stock(3)):
TCPC
BCIC
TCPC
Base management fees(4)
3.29%
2.79%
2.63%
Incentive fees(5)
3.14%
2.46%
3.13%
Interest payments on borrowed funds (including other costs of servicing and offering debt securities)(6)
5.95%
6.73%
6.18%
Other expenses(7)
1.06%
1.45%
1.04%
Acquired fund fees and expenses
Total annual expenses
13.44%
13.43%
12.98%
(1)
Purchases of TCPC Common Stock and BCIC Common Stock are not subject to sales charges, but may be subject to brokerage commissions or other charges. The table does not include any sales load (underwriting discount or commission) that stockholders may have paid in connection with their purchase of shares of TCPC Common Stock or BCIC Common Stock. The combined company does not expect to charge sales charges on the issuance of additional shares as a result of the Merger.
(2)
Estimated expenses associated with BCIC’s dividend reinvestment plan are included in “Other expenses.” TCPC does not currently have a dividend reinvestment plan in place. TCPC may adopt a dividend reinvestment plan following the Effective Time, but there is no assurance that one will be adopted.
(3)
“Net assets attributable to common stock” equals net assets as of September 30, 2023. For the Pro Forma column, the net assets of the combined company on a pro forma basis as of September 30, 2023 were used.
(4)
TCPC and BCIC base management fees are calculated at an annual rate of 1.50% on 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, and at 1.00% on total assets that exceed 200% of net asset value of each company. The base management fee for any partial quarter is prorated. The TCPC and BCIC base management fees referenced in the table above are annualized based on actual amounts incurred by TCPC and BCIC, respectively, during the nine months ended September 30, 2023.
The Pro Forma base management fee referenced in the table above is annualized and based on the unaudited pro forma consolidated total assets for the combined company as of September 30, 2023. The Pro Forma base management fee has been calculated in accordance with the terms of the Amended TCPC Investment Advisory Agreement and assumes that the Merger is completed. The base management fee under the Amended TCPC Investment Advisory Agreement is calculated in the same manner as the existing TCPC investment advisory agreement, but at an annual rate of 1.25% on total assets up to 200% of net asset value (excluding cash and cash equivalents) and at 1.00% on total assets that exceed 200% of the net asset value of TCPC. See “The Merger — Amended TCPC Investment Advisory Agreement.”
(5)
Incentive Fees under the existing TCPC investment advisory agreement.
Incentive compensation is only incurred to the extent that TCPC’s cumulative total return (after incentive compensation) exceeds a 7.00% annual rate on daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive compensation) and separately on net realized gains (net of any unrealized depreciation) at rates of 17.5%. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears.
Incentive Fees under the existing BCIC Investment Advisory Agreement.
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The existing BCIC Investment Advisory Agreement provides that BCIA 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 paid on a quarterly basis if certain circumstances are met.
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); and
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 BCIA 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 BCIC Investment Advisory Agreement. Any deferred amounts will be paid upon the termination of the BCIC Investment Advisory 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 BCIC during the calendar quarter excluding any accruals for or payments in respect of the incentive fee.
The second portion of the incentive fee is based on capital gains and is calculated separately for the period beginning on July 1 of each calendar year and ending on June 30 of the next calendar year (the “Annual Period”). BCIA 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.
The incentive fee referenced in the table above for each of TCPC and BCIC is based on actual amounts of incentive fees based on income incurred during the nine months ended September 30, 2023 and annualized for a full year. No amounts of incentive fees based on capital gains were included, as no such amounts were payable by BCIC and TCPC, respectively, as of and for the nine months ended September, 2023. The incentive fee amount for BCIC excludes accrued incentive fees on capital gains as of September 30, 2023 which are reflected on a hypothetical liquidation basis in accordance with GAAP and were not payable to BCIA as of September 30, 2023.
Pro Forma incentive fees have been calculated in a manner consistent with the terms and conditions of the Amended TCPC Investment Advisory Agreement and assumes that the Merger is completed. Other than the adjustment to exclude any amounts resulting solely from the purchase accounting for any premium or discount paid for the acquisition of assets in the Merger from the calculation of the new incentive fees, the incentive fee calculations are the same as TCPC’s current incentive fee calculations.
Pro Forma incentive fees based on income are based on combined net investment income earned during the nine months ended September 30, 2023 and annualized for a full year, and adjusted for the proposed reduction in the TCPC base management fee rate and estimated reductions of other expenses resulting from the Merger. No incentive fees based on capital gains have been assumed due to accumulated net realized losses for TCPC and the expectation that sufficient offsetting gains will not be realized in the near term in order for TCPC to earn incentive fees based on capital gains.
(6)
Interest payments on borrowed funds for TCPC is based on the annualized weighted-average actual cost of funds (including contractual interest and amortization of debt issuance costs) for the nine months ended September 30, 2023 applied to the outstanding principal balance of indebtedness as of September 30, 2023, plus estimated annual commitment fees based on the unused portion of credit facility commitments as of September 30, 2023. For the nine months ended September 30, 2023, the annualized weighted-average cost of funds for TCPC’s total debt outstanding was 4.39%. TCPC may borrow additional funds from time to time to make investments or support its operations to the extent TCPC determines that the economic situation is conducive to doing so. TCPC may also issue additional debt securities, subject to its compliance with applicable requirements under the 1940 Act. Interest payments on borrowed funds for TCPC do not assume any additional indebtedness from borrowings or other debt issuances.
Interest payments on borrowed funds for BCIC is based on the annualized weighted-average actual cost of funds (including contractual interest and amortization of debt issuance costs) for the nine months ended September 30, 2023 applied to the outstanding principal balance of indebtedness as of September 30, 2023, plus estimated annual commitment fees based on the unused portion of credit facility commitments as of September 30, 2023. For the nine months ended September 30, 2023, the annualized weighted-average cost of funds for BCIC’s total debt outstanding was 7.63%. BCIC may borrow additional funds from time to time to make investments or support its operations to the extent BCIC determines that the economic situation is conducive to doing so. BCIC may also issue additional debt securities, subject to its compliance with applicable requirements under the 1940 Act. Interest payments on borrowed funds for BCIC do not assume any additional indebtedness from borrowings or other debt issuances.
Interest payments on borrowed funds for the Pro Forma column are based on the estimates for TCPC and BCIC described above for the combined company following the Merger and do not assume any additional indebtedness from borrowings or other debt issuances or any redemption of the outstanding BCIC 2025 Private Placement Notes.
(7)
Includes other operating expenses for each of TCPC and BCIC, including payments under the TCPC Administration Agreement and the BCIC Administration Agreement based on each of TCPC’s and BCIC’s allocable portion of overhead and other expenses incurred by the Administrator under the applicable administration agreement. “Other expenses” are estimated based on amounts incurred for the nine months ended September 30, 2023 for each of TCPC and BCIC and annualized for a full year. Transaction expenses related to the Merger have been excluded from these estimates. The Pro Forma column amount for the combined company includes estimated reductions in certain other expenses which may be realized as a result of the Merger. Estimated reductions in other expenses may vary from actual results.
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Example
The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in TCPC, BCIC or the combined company’s common stock following completion of the Merger on a pro forma basis, in each case assuming that TCPC, BCIC and the combined company hold no cash or liabilities other than debt. In calculating the following expense amounts, each of TCPC and BCIC has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above. For illustrative purposes only, calculations for the pro forma combined company following the Merger assume that the Merger closed on September 30, 2023 and that the leverage and operating expenses of TCPC and BCIC remain at the levels set forth in the tables above and gives effect to the base management fee reduction described above. Transaction expenses related to the Merger are not included in the following examples.
 
1
year
3
years
5
years
10
years
You would pay the following expenses on a $1,000 investment:
 
 
 
 
TCPC, assuming a 5% annual return (assumes no return from net realized capital gains)
$100
$285
$451
$794
BCIC, assuming a 5% annual return (assumes no return from net realized capital gains)
$106
$301
$472
$819
 
 
 
 
 
TCPC, assuming a 5% annual return (assumes return entirely from net realized capital gains)
$100
$285
$451
$794
BCIC, assuming a 5% annual return (assumes return entirely from net realized capital gains)
$115
$321
$500
$851
 
 
 
 
 
Pro Forma combined company following the Merger You would pay the following expenses on a $1,000 investment:
 
 
 
 
Assuming a 5% annual return (assumes no return from net realized capital gains)
$96
$274
$436
$776
Assuming a 5% annual return (assumes return entirely from net realized capital gains)
$96
$274
$436
$776
While the example assumes, as required by the SEC, a 5% annual return, performance of TCPC, BCIC and the combined company will vary and may result in a return greater or less than 5%. If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, expenses and returns to investors would be higher. Incentive fees based on pre-incentive fee net investment income under each of the existing TCPC investment advisory agreement and the BCIC Investment Advisory Agreement, which, assuming a 5% annual return and annualized incentive fee hurdle of 7% would either not be payable or would have an insignificant impact on the expense amounts shown above, are not included in the example. For TCPC, both on a stand alone and Pro Forma combined basis following the Merger, all incentive compensation (on both pre-incentive fee net investment income and net realized gains) is subject to a cumulative total return hurdle of 7% per annum. Consequently, no incentive compensation would be incurred in any of the scenarios and therefore is not included in the example. This example assumes that, as of September 30, 2023, the sum of realized capital losses and unrealized capital depreciation on a cumulative basis since December 31, 2012 for TCPC and for BCIC is zero. In addition, the example assumes reinvestment of all dividends and distributions at net asset value.
The example and the expenses in the table above should not be considered a representation of TCPC’s, BCIC’s, or, following completion of the Merger, the combined company’s future expenses, and actual expenses may be greater or less than those shown.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This joint proxy statement/prospectus, including the documents incorporated by reference herein, contains statements that constitute forward-looking statements, which relate to TCPC, BCIC or, following the Merger, the combined company, regarding future events or the future performance or future financial condition of TCPC, BCIC or, following the Merger, the combined company. The forward-looking statements may include statements as to: future operating results of TCPC, BCIC or, following the Merger, the combined company and distribution projections; business prospects of TCPC, BCIC or, following the Merger, the combined company and the prospects of each of their respective portfolio companies; and the impact of the investments that TCPC, BCIC or, following the Merger, the combined company expect to make. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with:
the ability of the parties to consummate the Merger on the expected timeline, or at all;
the expected synergies and savings associated with the Merger;
the ability to realize the anticipated benefits of the Merger, including the expected accretion to net investment income and the elimination or reduction of certain expenses and costs due to the Merger;
the possibility that competing offers or acquisition proposals will be made;
the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived;
risks related to diverting management’s attention from ongoing business operations;
the combined company’s plans, expectations, objectives and intentions, as a result of the Merger;
any potential termination of the Merger Agreement;
the future operating results and distribution projections of TCPC, BCIC or, following the Merger, the combined company;
the ability of BCIA to reposition the portfolio of BCIC or the ability of TCP to reposition the portfolios of TCPC, or, following the Merger, the combined company, and to implement TCP’s future plans with respect to their businesses;
the ability of TCP and BCIA and their affiliates to attract and retain highly talented professionals;
the business prospects of TCPC, BCIC or, following the Merger, the combined company and the prospects of their portfolio companies;
the impact of the investments that TCPC, BCIC or, following the Merger, the combined company expect to make;
the ability of the portfolio companies of TCPC, BCIC or, following the Merger, the combined company to achieve their objectives;
the expected financings and investments and additional leverage that TCPC, BCIC or, following the Merger, the combined company may seek to incur in the future;
the adequacy of the cash resources and working capital of TCPC, BCIC or, following the Merger, the combined company;
the timing of cash flows, if any, from the operations of the portfolio companies of TCPC, BCIC or, following the Merger, the combined company;
the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability;
changes or potential disruptions in the operations of TCPC, BCIC or, following the Merger, the combined company, the economy, financial markets or political environment, including the impacts of inflation and rising interest rates;
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risks associated with possible disruption in the operations of TCPC and BCIC or the economy generally due to terrorism, war or other geopolitical conflict (including Russia’s invasion of Ukraine), natural disasters or public health crises and epidemics;
future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in TCPC’s and BCIC’s operating areas, particularly with respect to BDCs or RICs; and
other considerations that may be disclosed from time to time in the publicly disseminated documents and filings of TCPC, BCIC or, following the Merger, the combined company.
In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. The actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” in Part I of each of TCPC’s Annual Report on Form 10-K (File No. 814-00899) for the fiscal year ended December 31, 2022, filed with the SEC on February 28, 2023, and BCIC’s Annual Report on Form 10-K (File No. 814-00712) for the fiscal year ended December 31, 2023, filed with the SEC on March 1, 2023, and in “Item 1A. Risk Factors” in Part II of BCIC’s Quarterly Report on Form 10-Q (File No. 814-00712) for the quarter ended September 30, 2023, filed with the SEC on November 8, 2023, and TCPC’s Quarterly Report on Form 10-Q (File No. 814-00899) for the quarter ended September 30, 2023, filed with the SEC on November 2, 2023, as such factors may be updated from time to time in their periodic filings with the SEC, and elsewhere contained or incorporated by reference in this joint proxy statement/prospectus.
TCPC and BCIC have based the forward-looking statements included in this joint proxy statement/prospectus and documents incorporated by reference into this joint proxy statement/prospectus on information available to them on the applicable date of the relevant document, and they assume no obligation to update any such forward-looking statements. Although TCPC and BCIC undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that TCPC and BCIC in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. This joint proxy statement/prospectus and documents incorporated by reference into this joint proxy statement/prospectus contain or may contain statistics and other data that have been obtained from or compiled from information made available by third-party service providers. Neither TCPC nor BCIC has independently verified such statistics or data.
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CAPITALIZATION
The following table sets forth (1) TCPC’s and BCIC’s actual capitalization as of September 30, 2023 and (2) TCPC’s pro forma capitalization as adjusted to reflect the effects of the Merger. You should read this table together with each of TCPC’s and BCIC’s financial statements that are incorporated by reference herein.
 
As of September 30, 2023
(dollar amounts and share data in thousands, except per share data)
 
Actual
(unaudited)
Actual
(unaudited)
Pro forma
Adjustments
(unaudited)
Pro Forma
(unaudited)
 
TCPC
BCIC
TCPC
Cash, cash equivalents and restricted cash
$91,653
$8,781
$(3,066)(1)
$97,368
Investments, at fair value
1,593,321
595,342
1,090(2)
2,189,753
 
 
 
 
 
Debt less unamortized debt issuance costs
970,374
275,257
1,245,631(3)
Net assets
734,997
317,598
(1,976)(4)
1,050,619
Total capitalization
$1,705,371
$592,855
$(1,976)
$2,296,250
 
 
 
 
 
Number of shares of common stock outstanding
57,767
72,572
24,979(4)
82,747
NAV per common share
$12.72
$4.38
 
$12.70(5)
(1)
Pro forma adjustments reflect the combined impact of $2.2 million and $0.9 million of estimated remaining transaction expenses expected to be incurred by TCPC and BCIC, respectively as of September 30, 2023. Transaction expenses of TCPC are capitalized and deferred, while transaction expenses of BCIC are expensed as incurred in accordance with ASC 805. Such transaction expenses are net of the portion of expenses estimated to be borne by the Advisors.
(2)
Pro forma adjustment reflects the estimated impact as of September 30, 2023 of BCIC quoted investments valued by reference to bid-ask prices being 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.
(3)
Assumes no redemption of any of the BCIC 2025 Private Placement Notes.
(4)
Pro forma adjustment reflects the shares of TCPC Common Stock issued to BCIC Stockholders based on an Exchange Ratio of 0.3442 shares of TCPC Common Stock for each share of BCIC Common Stock. For purposes of calculating the Exchange Ratio, the BCIC Actual Net assets was adjusted for the estimated remaining transaction expenses to be incurred by BCIC discussed above in Note (1) and, for the estimated impact of any quoted BCIC investments valued by reference to bid-ask prices being valued at the mid-point of the bid-ask spread as reported by the pricing vendor or broker discussed above in Note (2).
(5)
The decrease of $0.02 in pro forma NAV per common share is the result of the net impact of the estimated pro forma adjustments.
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THE TCPC SPECIAL MEETING
Date, Time and Place of the TCPC Special Meeting
The TCPC Special Meeting will be held virtually on March 7, 2024, at 2:00 p.m., Eastern Time (11:00 a.m., Pacific Time), at the following website: https://meetnow.global/MG7S5WA. This joint proxy statement/prospectus and the accompanying materials are being mailed on or about January 15, 2024 to stockholders of record of TCPC and are available at https://www.proxy-direct.com/blk-33619.
Purpose of the TCPC Special Meeting
At the TCPC Special Meeting, TCPC Stockholders will be asked to approve the TCPC Stock Issuance Proposal.
After careful consideration and, with respect to the TCPC Stock Issuance Proposal, on the recommendation of the TCPC Special Committee, comprised of all of the independent directors of TCPC, the TCPC Board unanimously recommends that TCPC Stockholders vote “FOR” the TCPC Stock Issuance Proposal.
Record Date
The TCPC Record Date is January 8, 2024. The TCPC Record Date is established by the TCPC Board, and only holders of record of shares of TCPC Common Stock at the close of business on the TCPC Record Date are entitled to receive notice of the TCPC Special Meeting and vote at the TCPC Special Meeting. As of the TCPC Record Date, there were 57,767,264 shares of TCPC Common Stock outstanding. Each share of TCPC Common Stock held by a holder of record as of the TCPC Record Date has one vote on each matter considered at the TCPC Special Meeting.
Quorum and Adjournments
For TCPC to conduct business at the TCPC Special Meeting, a quorum of TCPC Stockholders must be present. The presence at the TCPC Special Meeting, virtually or by proxy, of the holders of not less than one-third of TCPC’s Common Stock outstanding on the TCPC Record Date will constitute a quorum of TCPC. Abstentions will be treated as shares present for quorum purposes. As described below, neither TCPC nor its agents will count uninstructed shares as present for quorum purposes at the TCPC Special Meeting.
Pursuant to TCPC’s Bylaws, the chairman of the TCPC Special Meeting will have the power to adjourn the TCPC Special Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the TCPC Special Meeting.
Uninstructed Shares
Under Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. The TCPC Stock Issuance Proposal is a “non-routine” matter and there are no “routine” matters being voted on by TCPC Stockholders. Accordingly, any “uninstructed shares” will not be voted or counted as present for quorum or any other purposes.
Vote Required
The affirmative vote of the holders of a majority of the votes cast by the holders of outstanding shares of TCPC Common Stock at the TCPC Special Meeting in person or by proxy at a meeting at which a quorum is present is required for approval of the TCPC Stock Issuance Proposal (i.e., the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). Abstentions and uninstructed shares, if any, will have no effect on the outcome of the TCPC Stock Issuance Proposal at a meeting at which a quorum is present.
Voting of Management and TCP
On the TCPC Record Date, TCPC’s executive officers and directors owned and were entitled to vote approximately 172,070 shares of TCPC Common Stock, representing approximately 0.3% of the outstanding shares of TCPC Common Stock on the TCPC Record Date. None of TCPC’s executive officers or directors has entered into any voting agreement relating to the Merger.
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Voting of Proxies
TCPC encourages TCPC Stockholders to vote their shares, either by voting at the TCPC Special Meeting or by voting by proxy, which means that TCPC Stockholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with TCPC Stockholders’ instructions. If TCPC Stockholders execute a proxy without specifying their voting instructions, such TCPC Stockholders’ shares will be voted in accordance with the TCPC Board’s recommendation. If any other business is brought before the TCPC Special Meeting, TCPC Stockholders’ shares will be voted at the TCPC Board’s discretion unless TCPC Stockholders specifically state otherwise on their proxy.
The TCPC Special Meeting will be hosted virtually via live Internet webcast. If your shares of TCPC common stock are registered in your name, you may virtually attend and participate in the TCPC Special Meeting at https://meetnow.global/MG7S5WA by entering the control number found in the shaded box on your proxy card on the date and time of the TCPC Special Meeting. You may vote during the TCPC Special Meeting by following the instructions that will be available on the TCPC Special Meeting website during the TCPC Special Meeting.
If you are a beneficial shareholder of TCPC (that is if you hold your shares of TCPC through a bank, broker, financial intermediary or other nominee) and want to virtually attend the TCPC Special Meeting, you must register in advance. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your shares of TCPC common stock along with your name and email address to Georgeson, TCPC’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time (2:00 p.m., Pacific Time) on March 4, 2024 (three business days prior to the Special Meeting). You will receive a confirmation email from Georgeson of your registration and a control number and security code that will allow you to vote at the TCPC Special Meeting.
Even if you plan to virtually attend the TCPC Special Meeting, please promptly follow the enclosed instructions to submit voting instructions via the Internet or by telephone. Alternatively, you may submit voting instructions by signing and dating the proxy card or voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.
You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):
By internet;
By touch-tone phone;
By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or
By participating at the TCPC Special Meeting as described above.
If you do not vote using one of the methods described above, you may be called by Georgeson, TCPC’s proxy solicitor, to vote your shares. If you have any questions about the proposals to be voted on or the virtual TCPC Special Meeting, please call Georgeson toll free at 866-647-8872.
Important notice regarding the availability of proxy materials for the TCPC Special Meeting. TCPC’s joint proxy statement/prospectus, TCPC’s Annual Report on Form 10-K for the year ended December 31, 2022 and the proxy card are available at https://www.proxy-direct.com/blk-33619.
Revocability of Proxies
If you are a stockholder of record of TCPC, you can revoke your proxy as to TCPC at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the TCPC Special Meeting to BlackRock TCP Capital Corp., 2951 28th Street, Suite 1000 Santa Monica, California 90405, Attention: Secretary; (ii) submitting a later-dated proxy that TCPC receives before the conclusion of voting at the TCPC Special Meeting; or (iii) participating in the TCPC Special Meeting and voting online. If you hold shares of TCPC Common Stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the TCPC Special Meeting does not revoke your proxy unless you also vote online at the TCPC Special Meeting.
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Solicitation of Proxies
TCPC and BCIC will each bear the cost of printing and mailing this joint proxy statement/prospectus and proxy cards and the accompanying Notice of Special Meeting of Stockholders of TCPC or Notice of Special Meeting of Stockholders of BCIC, as applicable. TCPC and BCIC will bear the cost of preparing this joint proxy statement/prospectus on a pro rata basis based upon the relative net assets of TCPC and BCIC as of the date on which the Exchange Ratio is determined. Each of the foregoing costs and expenses are subject to the sharing of a portion of these charges by TCP and BCIA, as applicable, under the Merger Agreement. TCPC and BCIC intend to use the services of Georgeson to assist in the distribution and collection of proxy materials and the solicitation and tabulation of proxies. It is estimated that Georgeson will be paid approximately $283,000 in aggregate for such services, including pass through charges and out-of-pocket expenses. Actual proxy solicitation costs incurred and paid to Georgeson may differ from the estimated amount. For more information regarding expenses related to the Merger, see “Description of the Merger Agreement — Fees and Expenses.
Appraisal Rights
TCPC Stockholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the TCPC Special Meeting. Accordingly, the TCPC Stockholders will not have the right to have a court judicially determine (and the TCPC Stockholders will not receive) the fair value for their shares of TCPC Common Stock under the provisions of Delaware law governing appraisal rights.
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THE BCIC SPECIAL MEETING
Date, Time and Place of the BCIC Special Meeting
The BCIC Special Meeting will be held virtually on March 7, 2024, at 12:00 p.m., Eastern Time (9:00 a.m., Pacific Time), at the following website: https://meetnow.global/M9KS6KV. This joint proxy statement/prospectus and the accompanying materials are being mailed on or about January 15, 2024 to stockholders of record of BCIC and are available at https://www.proxy-direct.com/blk-33619.
Purpose of the BCIC Special Meeting
At the BCIC Special Meeting, BCIC Stockholders will be asked to approve the BCIC Merger Proposal.
After careful consideration, on the recommendation of the BCIC Special Committee, comprised of all of the independent directors of BCIC, the BCIC Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that BCIC Stockholders vote “FOR” the BCIC Merger Proposal.
Record Date
The BCIC Record Date is January 8, 2024. The BCIC Record Date is established by the BCIC Board, and only holders of record of shares of BCIC Common Stock at the close of business on the BCIC Record Date are entitled to receive notice of the BCIC Special Meeting and vote at the BCIC Special Meeting. As of the BCIC Record Date, there were 72,571,907 shares of BCIC Common Stock outstanding. Each share of BCIC Common Stock held by a holder of record as of the BCIC Record Date has one vote on each matter considered at the BCIC Special Meeting.
Quorum and Adjournments
For BCIC to conduct business at the BCIC Special Meeting, a quorum of BCIC Stockholders must be present. The presence at the BCIC Special Meeting, virtually or by proxy, of the holders of a majority of the shares of BCIC Common Stock outstanding on the BCIC Record Date will constitute a quorum of BCIC. Abstentions will be treated as shares present for quorum purposes. As described below, neither BCIC nor its agents will count “uninstructed shares” as present for quorum purposes at the BCIC Special Meeting.
Pursuant to BCIC’s Bylaws, the chairman of the BCIC Special Meeting will have the power to adjourn the BCIC Special Meeting, whether or not a quorum is present, from time to time for any reason and without notice other than announcement at the BCIC Special Meeting.
Uninstructed Shares
Under Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. The BCIC Merger Proposal is a “non-routine” matter and there are no “routine” matters being voted on by BCIC Stockholders. Accordingly, any “uninstructed shares” will not be voted or counted as present for quorum or any other purposes.
Vote Required
The affirmative vote of the holders of a majority of the outstanding shares of BCIC Common Stock is required to approve the BCIC Merger Proposal. Abstentions and uninstructed shares, if any, will have the effect of a vote “against” this proposal. Proxies received will be voted “FOR” the BCIC Merger Proposal unless BCIC Stockholders designate otherwise.
Voting of Management
On the BCIC Record Date, BCIC’s executive officers and directors owned and were entitled to vote approximately 1,198,898 shares of BCIC Common Stock, representing approximately 1.7% of the outstanding shares of BCIC Common Stock on the BCIC Record Date. None of BCIC’s executive officers or directors has entered into any voting agreement relating to the Merger.
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Voting of Proxies
BCIC encourages BCIC Stockholders to vote their shares, either by voting at the BCIC Special Meeting or by voting by proxy, which means that BCIC Stockholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with BCIC Stockholders’ instructions. If BCIC Stockholders execute a proxy without specifying their voting instructions, such BCIC Stockholders’ shares will be voted in accordance with the BCIC Board’s recommendation. If any other business is brought before the BCIC Special Meeting, BCIC Stockholders’ shares will be voted at the BCIC Board’s discretion unless BCIC Stockholders specifically state otherwise on their proxy.
The BCIC Special Meeting will be hosted virtually via live Internet webcast. If your shares of BCIC common stock are registered in your name, you may virtually attend and participate in the BCIC Special Meeting at https://meetnow.global/M9KS6KV by entering the control number found in the shaded box on your proxy card on the date and time of the BCIC Special Meeting. You may vote during the BCIC Special Meeting by following the instructions that will be available on the BCIC Special Meeting website during the BCIC Special Meeting.
If you are a beneficial shareholder of BCIC (that is if you hold your shares of BCIC through a bank, broker, financial intermediary or other nominee) and want to virtually attend the BCIC Special Meeting, you must register in advance. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your shares of BCIC common stock along with your name and email address to Georgeson, BCIC’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time (2:00 p.m., Pacific Time) on March 4, 2024 (three business days prior to the Special Meeting). You will receive a confirmation email from Georgeson of your registration and a control number and security code that will allow you to vote at the BCIC Special Meeting.
Even if you plan to virtually attend the BCIC Special Meeting, please promptly follow the enclosed instructions to submit voting instructions via the Internet, by telephone or alternatively, you may submit voting instructions by signing and dating the proxy card or voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.
You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):
By internet;
By touch-tone phone;
By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or
By participating at the BCIC Special Meeting as described above.
If you do not vote using one of the methods described above, you may be called by Georgeson, BCIC’s proxy solicitor, to vote your shares. If you have any questions about the proposals to be voted on or the virtual BCIC Special Meeting, please call Georgeson toll free at 866-647-8872.
Important notice regarding the availability of proxy materials for the BCIC Special Meeting. BCIC’s joint proxy statement/prospectus, BCIC’s Annual Report on Form 10-K for the year ended December 31, 2022 and the proxy card are available at https://www.proxy-direct.com/blk-33619.
Revocability of Proxies
If you are a stockholder of record of BCIC, you can revoke your proxy as to BCIC at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the BCIC Special Meeting to BlackRock Capital Investment Corporation, 50 Hudson Yards, New York, New York 10001, Attention: Secretary; (ii) submitting a later-dated proxy that BCIC receives before the conclusion of voting at the BCIC Special Meeting; or (iii) participating in the BCIC Special Meeting and voting online. If you hold shares of BCIC Common Stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the BCIC Special Meeting does not revoke your proxy unless you also vote online at the BCIC Special Meeting.
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Solicitation of Proxies
TCPC and BCIC will each bear the cost of printing and mailing this joint proxy statement/prospectus and proxy cards and the accompanying Notice of Special Meeting of Stockholders of TCPC or Notice of Special Meeting of Stockholders of BCIC, as applicable. TCPC and BCIC will bear the cost of preparing this joint proxy statement/prospectus on a pro rata basis based upon the relative net assets of TCPC and BCIC as of the date on which the Exchange Ratio is determined. Each of the foregoing costs and expenses are subject to the sharing of a portion of these charges by TCP and BCIA, as applicable, under the Merger Agreement. TCPC and BCIC intend to use the services of Georgeson to assist in the distribution and collection of proxy materials and the solicitation and tabulation of proxies. It is estimated that Georgeson will be paid approximately $283,000 in aggregate for such services, including pass through charges and out-of-pocket expenses. Actual proxy solicitation costs incurred and paid to Georgeson may differ from the estimated amount. For more information regarding expenses related to the Merger, see “Description of the Merger Agreement — Fees and Expenses.
Appraisal Rights
BCIC Stockholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the BCIC Special Meeting. Accordingly, the BCIC Stockholders will not have the right to have a court judicially determine (and the BCIC Stockholders will not receive) the fair value for their shares of BCIC Common Stock under the provisions of Delaware law governing appraisal rights.
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THE MERGER
The discussion in this joint proxy statement/prospectus, which includes the material terms of the Merger and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.
General Description of the Merger
Pursuant to the terms of the Merger Agreement, at the Effective Time, BCIC will be merged with and into Merger Sub. Merger Sub will be the surviving company and will continue its existence as a limited liability company under the laws of the State of Delaware and an indirect wholly-owned subsidiary of TCPC. As of the Effective Time, the separate corporate existence of BCIC will cease. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of BCIC Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive a number of shares of TCPC Common Stock equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares.
For illustrative purposes, based on the number of shares of TCPC Common Stock issued and outstanding and the NAV per share of TCPC and BCIC as of September 30, 2023 (including certain adjustments as described in the section captioned “Capitalization”), TCPC would issue approximately 0.3442 shares of TCPC Common Stock for each share of BCIC Common Stock outstanding, resulting in pro forma ownership of 69.8% for current TCPC Stockholders and 30.2% for current BCIC Stockholders. The actual calculation of the Exchange Ratio and resulting ownership percentages for TCPC and BCIC Stockholders will be determined on the Determination Date prior to the closing of the Merger.
Background of the Merger
The TCPC Board and the BCIC Board regularly review and assess the business and operations of TCPC and BCIC, respectively, with the goal of increasing stockholder value. In furtherance thereof, each board regularly independently considers a broad range of business opportunities and strategic alternatives available to it, including whether or not to engage in a strategic transaction.
As part of these ongoing reviews and assessments, the TCPC Board and the BCIC Board as well as TCP and BCIA, as applicable, frequently explored means of enhancing value for both TCPC and BCIC stockholders, respectively, including by enhancing the size and scale of TCPC and BCIC. TCP, BCIA and the TCPC Board and BCIC Board, as applicable, have focused their efforts on opportunities to provide additional scale to TCPC and BCIC, respectively, because of the general tendency of BDCs with smaller market capitalizations to trade at a larger discount or smaller premium to net asset value than larger BDCs, particularly as the number of BDCs with a larger market capitalization has increased meaningfully over the last several years. In addition, TCP and BCIA and the TCPC Board and BCIC Board, as applicable, have discussed using strategic transactions as a way to attract additional equity research analyst coverage and institutional investors, which could both improve the trading dynamics for both BDCs (including the potential for improved stock price and liquidity) and generate meaningful cost savings through additional operating synergies.
In the course of considering the various strategic possibilities, the TCPC Board and BCIC Board occasionally considered, among other possibilities, a transaction whereby TCPC would combine with BCIC (the “Potential Transaction”), as each business development company was advised by an affiliate of BlackRock that employed BlackRock’s U.S. Private Capital Team and there was significantly increasing overlap between the strategy and portfolios of both BDCs.
In May 2019, in connection with its evaluation of strategic options, the Independent Directors on the BCIC Board decided to engage Vedder Price P.C. (“Vedder Price”) as special counsel to the Independent Directors of BCIC. Vedder Price also confirmed its independence from TCPC, BCIC and BCIA based on the definition of independence in Section 2(a)(19) of the 1940 Act.
On March 3, 2020, a meeting of the BCIC Board took place. During an executive session involving the chief executive officer of BCIC and the Independent Directors of BCIC, the Independent Directors informed the chief executive officer that BCIC was forming an ad hoc committee consisting of Messrs. John R. Baron and William E. Mayer (the “BCIC Ad Hoc Committee”) to explore and consider various strategic options available to BCIC.
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During the remainder of 2020, the BCIC Ad Hoc Committee continued to evaluate and assess various strategic options, including a transaction with TCPC. In November 2020, Ms. Maureen K. Usifer joined the BCIC Ad Hoc Committee and participated in future meetings.
In the course of November 2020 and December 2020, the BCIC Ad Hoc Committee interviewed three potential investment banking firms and selected Keefe, Bruyette & Woods, Inc. (“KBW”) to act as financial advisor to the BCIC Ad Hoc Committee.
On March 2, 2021, the BCIC Board held a regularly scheduled board meeting. During such meeting, the BCIC Ad Hoc Committee met in executive session, with representatives of Vedder Price and KBW in attendance, to discuss the continuum of possible strategic options potentially available to BCIC and the current market environment if BCIC were to pursue a strategic transaction.
On April 1, 2021, the BCIC Ad Hoc Committee met by videoconference, with representatives of Vedder Price and KBW in attendance, to discuss the ongoing operations of BCIC and the continuum of strategic options that might be available to BCIC in the then current market environment if BCIC were to pursue any strategic options available to it. At the meeting, KBW provided an overview of potential strategic alternatives including a summary of commonly observed BDC deal structures and terms of precedent BDC mergers.
On April 28, 2021, the BCIC Board held a regularly scheduled board meeting. During this meeting, the BCIC Ad Hoc Committee met in executive session to further discuss the current market environment and possible strategic options potentially available to BCIC.
On June 29, 2021, the BCIC Ad Hoc Committee met by videoconference, with representatives of Vedder Price and KBW in attendance, to further discuss the range of strategic options potentially available to BCIC. The BCIC Ad Hoc Committee received information from Vedder Price regarding the duties and obligations of Independent Directors with respect to assessing strategic options potentially available to BCIC. KBW provided additional information regarding BDC deal structures and reviewed and discussed various financial matters regarding certain strategic alternatives potentially available to BCIC, including the Potential Transaction, an unaffiliated BDC merger, liquidation or continuing the status quo.
On July 6, 2021, the BCIC Ad Hoc Committee and the remaining Independent Directors met by videoconference with representatives of Vedder Price and KBW in attendance. The chief executive officer of BCIC participated in the meeting and provided an update to the BCIC Ad Hoc Committee on the status of the Potential Transaction.
On September 9, 2021, the BCIC Ad Hoc Committee and the remaining Independent Directors met by videoconference with representatives of Vedder Price and KBW in attendance. Vedder Price and KBW discussed potential benefits and considerations with respect to the Potential Transaction versus a merger with an unaffiliated buyer and KBW reviewed potential alternative bidding processes for soliciting bids from unaffiliated buyers. KBW provided financial information regarding several potential third-party buyers, including information regarding their financial ability to pay, as well as an update on market conditions for BDC mergers.
On November 2, 2021, the BCIC Board held a regularly scheduled board meeting. During this meeting, the BCIC Ad Hoc Committee and the remaining Independent Directors met in executive session to discuss the continuum of possible strategic options potentially available to BCIC and the current market environment if BCIC were to pursue a strategic transaction (including the Potential Transaction).
During November and December of 2021, the BCIC Ad Hoc Committee and the other Independent Directors met by videoconference, with representatives of Vedder Price and KBW in attendance, to discuss certain updates with respect to the Potential Transaction, including TCPC’s interest in the Potential Transaction.
On January 12, 2022, the TCPC Board formed a special committee (the “TCPC Special Committee”) to evaluate the possibility of a strategic transaction for TCPC, including any acquisition, merger or other strategic transaction involving TCPC. The TCPC Special Committee consisted of all Independent Directors who were members of the TCPC Board, which at that time consisted of Messrs. Eric J. Draut, M. Freddie Reiss and Peter E. Schwab, and Mses. Andrea L. Petro and Karyn L. Williams.
The TCPC Board authorized and delegated to the TCPC Special Committee the power and authority to, among other things (i) select and retain financial and legal advisors to aid the TCPC Special Committee in fulfilling its duties; (ii) communicate with and solicit third parties with respect to a potential transaction involving TCPC, including with respect to the procedures by which any such parties may submit proposals to TCPC relating thereto
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and information required to be furnished by the parties in conjunction therewith; (iii) negotiate and enter into non-disclosure agreements with third parties in order to allow the sharing of information between such third parties on the one hand and TCPC on the other; (iv) negotiate, or authorize others to negotiate, any offer made in connection with any potential transaction involving TCPC; (v) reject any offers relating to any potential transaction involving TCPC which the TCPC Special Committee determines that it cannot favorably recommend to the TCPC Board; (vi) recommend to the TCPC Board any potential transaction involving TCPC which the TCPC Special Committee has approved, subject to final approval by the TCPC Board; (vii) hold meetings at such times and places as deemed necessary by the TCPC Special Committee; and (viii) take any and all other actions with all the power and authority of the TCPC Board as the TCPC Special Committee may deem to be necessary or appropriate in order for the TCPC Special Committee to discharge its duties.
Following the time that the TCPC Special Committee was formed until the date that the Merger Agreement was signed, there were occasional phone calls that would take place between the lead Independent Director of the TCPC Special Committee and the chief executive officer of TCPC regarding the general status and timing of the Potential Transaction. The lead Independent Director of TCPC would then communicate any material updates from such discussions to the full TCPC Special Committee. Similar phone calls took place between the lead Independent Director of BCIC and the chief executive officer of BCIC. The lead Independent Director of BCIC would then communicate any material updates from such discussions to the full BCIC Ad Hoc Committee or BCIC Special Committee, as applicable.
On January 20, 2022, the TCPC Special Committee met to discuss certain organizational matters. In particular, the TCPC Special Committee discussed the possibility of a potential business combination between TCPC and BCIC. The TCPC Special Committee further discussed how analysis of any such transaction, particularly one in which TCPC is the surviving company, did not foreclose other alternatives available to TCPC, including other strategic transactions or not pursuing any transaction. Representatives of Dechert LLP (“Dechert”) also attended the meeting. The representatives of Dechert introduced themselves to the TCPC Special Committee and discussed their respective experience with respect to mergers of business development companies and representation of independent directors of BDCs generally. Dechert also confirmed its independence from TCPC, BCIC and TCP based on the definition of independence in Section 2(a)(19) of the 1940 Act. The TCPC Special Committee then selected Dechert to act as independent legal counsel to the TCPC Special Committee in connection with its analysis and evaluation of the Potential Transaction and proceeded to engage Dechert for such role.
On January 21, 2022, the BCIC Ad Hoc Committee and the other Independent Directors met by videoconference, with representatives of Vedder Price and KBW in attendance, to discuss the Potential Transaction.
TCPC and BCIC entered into a confidentiality agreement, dated February 10, 2022, to allow each of TCPC and BCIC to disclose certain confidential information concerning the disclosing party to the other party and its representatives in connection with the Potential Transaction.
On February 15, 2022, the TCPC Special Committee met by videoconference and heard presentations from four potential financial advisors, including Houlihan Lokey. Subsequently, on February 17, 2022, the TCPC Special Committee approved the appointment of Houlihan Lokey as the financial advisor to the TCPC Special Committee, subject to the negotiation and execution of an engagement letter with Houlihan Lokey.
On February 16, 2022, BCIA provided the BCIC Board with a presentation on the projected economic benefits and impact of the Potential Transaction, including the projected impact on net investment income per share, dividend coverage, operating expenses, balance sheet impact and portfolio overlap of each of TCPC and BCIC.
On February 17, 2022, TCP provided the TCPC Special Committee with a presentation on the projected economic benefits and impact of the Potential Transaction, including the projected impact on net investment income per share, dividend coverage, operating expenses, balance sheet impact and portfolio overlap of each of TCPC and BCIC. The TCPC Special Committee discussed the presentation from TCP and the range of possible strategic alternatives that may be available to TCPC.
On March 1, 2022, BCIC held a regularly scheduled board meeting, which was attended by representatives of BCIA and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), counsel to TCPC, BCIC and the Advisors. During such meeting there was an executive session of the BCIC Independent Directors, with representatives of Vedder Price in attendance, where such Independent Directors discussed a number of matters, which included the strategic options available to BCIC and the Potential Transaction.
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Between February 2022 and August 2022, the TCPC Special Committee, Dechert and Houlihan Lokey periodically discussed available strategic transactions that could be in the best interests of TCPC Stockholders, including the Potential Transaction. Discussions occasionally included representatives of TCP and Skadden. Various strategic alternatives were also discussed at regularly scheduled TCPC board meetings, both with the full board and in executive session attended exclusively by members of the TCPC Special Committee. In some discussions related to the Potential Transaction, representatives of TCP also attended and participated. Representatives of TCP occasionally provided the TCPC Special Committee with additional background information regarding BCIC, including information regarding the significantly increasing portfolio overlap between BCIC and TCPC and the potential benefits of the Potential Transaction. These potential benefits included the items include in the “Reasons for the Merger – TCPC” described above. The TCPC Special Committee also identified and discussed certain potential challenges in connection with the Potential Transaction, including with respect to BCIC stock price volatility, potential pressures on the price of TCPC Common Stock if BCIC Stockholders sell shares received in the Mergers, the management attention required to effectively execute the Potential Transaction, the potential for litigation and transaction costs and any inability to receive the necessary stockholder approvals, and those other considerations described below under “Reasons for the Merger – TCPC”
On March 10, 2022, the BCIC Ad Hoc Committee and Ms. Moore, an Independent Director of BCIC met by videoconference, with representatives of Vedder Price and of KBW in attendance. KBW reviewed and discussed updated information regarding strategic alternatives potentially available to BCIC including the Potential Transaction and potential transactions with unaffiliated buyers.
On August 8, 2022, the BCIC Ad Hoc Committee and the remaining Independent Directors met by videoconference, with representatives of Vedder Price and KBW in attendance, to discuss the possibility of receiving a merger proposal from TCPC.
On August 11, 2022, representatives of TCP sent an initial draft of a preliminary, non-binding term sheet (the “Non-Binding Term Sheet”) to the TCPC Special Committee setting forth proposed economic terms for the Potential Transaction. The Non-Binding Term Sheet set forth that the consideration to be paid to BCIC Stockholders would be determined based on the relative net asset values of TCPC and BCIC, which is consistent with similar mergers of affiliated investment companies and Rule 17a-8 under the 1940 Act. The initial Non-Binding Term Sheet also included a temporary fee waiver by the Advisors and contemplated that the parties would enter into a binding exclusivity period until a to-be-determined date.
On August 24, 2022, the TCPC Special Committee met by videoconference, with representatives of Dechert in attendance, to continue its discussions and evaluation of available strategic alternatives that could be in the best interest of TCPC Stockholders. As part of these discussions, the TCPC Special Committee discussed the Non-Binding Term Sheet and the other aspects of the Potential Transaction and requested that representatives of TCP attend the TCPC Special Committee’s next meeting to discuss the rationale for the Potential Transaction, including the benefits to TCPC and its stockholders of the Potential Transaction.
On August 26, 2022, the TCPC Special Committee met by videoconference, with representatives of TCP and Dechert in attendance, to discuss available strategic alternatives that could be in the best interest of TCPC Stockholders. At this meeting, TCP delivered a presentation to the TCPC Special Committee on the Non-Binding Term Sheet and the Potential Transaction. No decisions or determinations were made on whether to pursue the Potential Transaction and the TCPC Special Committee requested further materials from TCP.
On September 2, 2022, at the request of the TCPC Special Committee, TCP provided the TCPC Special Committee with additional information regarding the Potential Transaction and BCIC.
On September 20, 2022, the TCPC Special Committee formally engaged Houlihan Lokey as its financial advisor pursuant to an engagement letter between Houlihan Lokey, the TCPC Special Committee and TCPC.
On September 26, 2022, the TCPC Special Committee met by videoconference, with representatives of Dechert and Houlihan Lokey in attendance. At this meeting, Dechert presented to the TCPC Special Committee on fiduciary duties and certain considerations under the 1940 Act relating to the consideration of any strategic transaction, and Houlihan Lokey discussed the analysis it expected to conduct in connection with its role as financial advisor to the TCPC Special Committee, the makeup of TCPC’s investment portfolio and overlap with BCIC’s investment portfolio, along with recent precedent transactions. The TCPC Special Committee discussed the presentation from Dechert and the range of strategic opportunities and possibilities available to TCPC.
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On October 18, 2022, the TCPC Special Committee met by videoconference, with representatives of Dechert and Houlihan Lokey in attendance, to further discuss the available strategic alternatives available to TCPC, including the Potential Transaction, and other possible transaction terms including a permanent fee reduction. This discussion included a review of previous mergers of affiliated business development companies.
On October 27, 2022, Ms. Leets joined the TCPC Board as an Independent Director, and joined the TCPC Special Committee. Ms. Leets also serves as a Director of BlackRock Direct Lending Corp. From 2019 to present, Ms. Leets has served as a Senior Vice President and Treasurer of Baxter International Inc. Ms. Leets previously served as Assistant Treasurer of Google LLC from 2017 to 2018. From 2013 to 2017, Ms. Leets was a Vice President and Treasurer of Kimberly-Clark Corporation. Prior to joining Kimberly-Clark, Ms. Leets worked in treasury roles at McDonald’s Corporation and USG Corporation. Ms. Leets began her career as a public accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), where she worked for eight years. Ms. Leets is a Certified Public Accountant in Illinois and earned a B.S. in Accounting and an MBA from Indiana State University Scott School of Business.
On November 22, 2022, the TCPC Special Committee met by videoconference with representatives of Houlihan Lokey and Dechert in attendance. At this meeting, Houlihan Lokey discussed the financial aspects of the Potential Transaction with the TCPC Special Committee as well as how such financial terms compared to other recent affiliated BDC merger transactions. With the assistance of Houlihan Lokey, the TCPC Special Committee also discussed the management projections of TCPC provided by TCP.
On November 30, 2022, the TCPC Special Committee met by videoconference, with representatives of Dechert and Houlihan Lokey in attendance. At this meeting, with the assistance of Houlihan Lokey, the TCPC Special Committee discussed certain revised management projections of TCPC that were received from TCP and reviewed factors that could be relevant in assessing the strategic options available to TCPC, including management fee terms for other comparable BDCs and cost synergies and transaction expenses that might arise from the Potential Transaction.
On December 6, 2022, the TCPC Special Committee met by videoconference to discuss the strategic options available to TCPC (including the Potential Transaction) with representatives of Dechert, TCP and Houlihan Lokey in attendance. Representatives of TCP presented to the TCPC Special Committee on the portfolio composition of BCIC and representatives of Houlihan Lokey reviewed with the TCPC Special Committee the financial aspects of the Potential Transaction, including the potential pro forma portfolio and other projections. The TCPC Special Committee considered and evaluated the Potential Transaction in the context of the various other possible strategic alternatives that were available to TCPC.
After delivery of the initial draft of the Non-Binding Term Sheet, TCP and the TCP Special Committee had periodic discussions regarding the Non-Binding Term Sheet and certain potential changes thereto. As part of these discussions, the possibility of TCP agreeing to reduce the base management fee following the closing of the Potential Transaction was considered as an additional means to provide further value to the TCPC Stockholders. In the course of these discussions, TCP agreed to reduce its base management fee rate on assets below one times (1x) leverage to 1.375% in place of the existing base management fee rate of 1.50%.
On December 8, 2022, at the request of the TCPC Special Committee, Dechert provided to the TCPC Special Committee proposed comments on the Non-Binding Term Sheet.
On December 9, 2022, the TCPC Special Committee met by videoconference, with representatives of Dechert in attendance, to review the revised Non-Binding Term Sheet and consider and assess how the Potential Transaction compared to other strategic options available to TCPC (including the possibility of declining to pursue any strategic transaction and continuing its operations unchanged and in the ordinary course). During this meeting, the TCPC Special Committee discussed certain proposed revisions to the draft of the Non-Binding Term Sheet that should be requested from TCP. Following the meeting, Dechert further revised the Non-Binding Term Sheet.
On December 12, 2022, the TCPC Special Committee sent a revised draft of the Non-Binding Term Sheet to TCP. This draft included the agreed upon fee reduction of TCP’s base management fee rate to 1.375%, the initially proposed net investment income support, but at a higher threshold, and an additional requirement that the Advisors would cover certain transaction expenses.
On January 20, 2023, the TCPC Special Committee met by videoconference with representatives of Dechert, Houlihan Lokey and TCP in attendance. Representatives of TCP discussed with the TCPC Special Committee
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comparable affiliated BDC mergers and BCIC’s non-overlapping investments. The TCPC Special Committee, with the assistance of Dechert and Houlihan Lokey, discussed the information provided by TCP and the variety of strategic options available to TCPC and considered whether to continue to pursue the Potential Transaction.
On January 27, 2023, the TCPC Special Committee met by videoconference with representatives of Dechert and Houlihan Lokey in attendance. At this meeting, representatives of Houlihan Lokey reviewed with the TCPC Special Committee certain market observations related to TCPC, BCIC and an illustrative combined company, including market capitalization, net asset value, potential synergies of the Potential Transaction as provided by the Advisor and illustrative management fee terms, including how such terms compared to other comparable business development company transactions and how the combined company would compare to TCPC on a standalone basis. The TCPC Special Committee also agreed that it would request a further reduction of TCP’s base management fee rate to 1.25% instead of 1.375% that had been offered by TCP in the previous draft of the Non-Binding Term Sheet. This was subsequently communicated to TCP on a telephone call between Mr. Eric J. Draut, Chair of the TCPC Special Committee, and Mr. Rajneesh Vig, Chief Executive Officer of TCPC.
On February 2, 2023, representatives of Skadden sent a revised draft of the Non-Binding Term Sheet to representatives of Dechert, which was subsequently shared with the TCPC Special Committee. TCP agreed to TCPC’s proposal regarding the reduction of its management fee to 1.25% and also agreed to cover 50% of certain transaction expenses up to a cap of $4 million.
On February 3, 2023, the TCPC Special Committee met by videoconference with representatives of Dechert and Houlihan Lokey in attendance. Representatives of Houlihan Lokey reviewed with the TCPC Special Committee the updated financial projections received from TCP. The TCPC Special Committee also discussed the revised Non-Binding Term Sheet and the BCIC portfolio and continued to evaluate the terms of the Potential Transaction.
On February 7, 2023, representatives of Skadden, TCP and Dechert had a telephone conference to discuss the Non-Binding Term Sheet and the Potential Transaction.
On February 10, 2023, the TCPC Special Committee met by videoconference, with representatives of Dechert and Houlihan Lokey in attendance, to discuss certain terms of the Potential Transaction, including the requested expense reimbursement provision and structure considerations with respect to the Potential Transaction. The TCPC Special Committee also discussed the BCIC investment portfolio and certain non-overlapping investments. During this meeting, the TCPC Special Committee discussed certain terms to be included in the Non-Binding Term Sheet, including changes to the expense reimbursement formula.
On February 14, 2023, Dechert sent Skadden and TCP a further revised draft of the Non-Binding Term Sheet. This draft included certain changes to the duration of the net investment income support and the coverage of transaction expenses by the Advisors.
On February 15, 2023, TCPC held a regularly scheduled quarterly board meeting, which was attended by representatives of TCP and Skadden. During this meeting, representatives of TCP provided the TCPC Board with an update on the Potential Transaction. Following such presentation, the TCPC Special Committee met in executive session to continue to evaluate the Potential Transaction.
On February 28, 2023, BCIC held a regularly scheduled board meeting, which was attended by representatives of BCIA and Skadden. During such meeting there was an executive session where BCIC Independent Directors met to discuss and consider the strategic options potentially available to BCIC (including the Potential Transaction).
On March 2, 2023, representatives of Skadden and Vedder Price had a telephone conference to discuss the Potential Transaction, the transaction structure and certain other matters.
On March 8, 2023, TCP sent a revised draft of the Non-Binding Term Sheet to Dechert and the TCPC Special Committee. Based on discussions that occurred between representatives of TCP and the members of the TCPC Special Committee, this draft of the Non-Binding Term Sheet included a reduction in the length of net investment income support, and an increase to the cap on the amount of transaction expenses borne by the Advisors to $6 million instead of $4 million (but if the closing of the Potential Transaction did not occur because either the TCPC or BCIC Stockholders failed to approve the Potential Transaction, the cap would be reduced to $3 million).
On March 10, 2023, the TCPC Special Committee met by videoconference, with representatives of Dechert and Houlihan Lokey in attendance, and discussed the Potential Transaction and the Non-Binding Term Sheet, including diligence matters with respect to the BCIC investment portfolio, general market observations, the net investment
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income support and expense reimbursement provisions in the Non-Binding Term Sheet and other factors that would bear on the TCPC Special Committee’s consideration of the Non-Binding Term Sheet. Thereafter, the TCPC Special Committee approved the Non-Binding Term Sheet in the form received from TCP on March 8, 2023.
On March 10, 2023, the TCPC Special Committee sent the Non-Binding Term Sheet to the BCIC Ad Hoc Committee and Vedder Price in the form approved by the TCPC Board.
On March 13, 2023, representatives of BCIA provided the BCIC Board with information regarding the proposed management fee reduction, net investment income support and transaction expense sharing being offered by the Advisors in connection with the Potential Transaction.
On March 15, 2023, certain TCPC Independent Directors contacted TCP regarding the state of the banking sector and the credit facilities of BCIC and TCPC and to discuss overall market conditions and related considerations for the Potential Transaction, including the importance of maintaining the credit facilities for TCPC and BCIC following any transaction.
On March 20, 2023, representatives of the Advisors, Skadden, Vedder Price and Dechert had a telephone conference to discuss the transaction structure for the Potential Transaction and related matters.
On March 21, 2023, all of the Independent Directors of BCIC met, with representatives of Vedder Price and KBW in attendance, to evaluate, review and consider the material terms of the Non-Binding Term Sheet and the Potential Transaction and to discuss the scope of information to be requested from BCIA pursuant to a due diligence request. KBW also reviewed and discussed information regarding the Potential Transaction and other strategic alternatives potentially available to BCIC. The BCIC Independent Directors considered and discussed the Non-Binding Term Sheet and the Potential Transaction in the context of the various strategic possibilities and opportunities potentially available to BCIC and evaluated the various options. The Independent Directors also considered the structure of the Potential Transaction and information that the Independent Directors may wish to consider as part of the due diligence efforts with respect to the Potential Transaction.
On March 22, 2023, representatives of Vedder Price, on behalf of the BCIC Ad Hoc Committee, requested certain information from BCIA concerning TCPC and the Potential Transaction.
On March 24, 2023, representatives of Skadden, Dechert and Vedder Price had a telephone conference to further discuss the transaction structure, including the accounting and tax treatment of the Potential Transaction.
On March 27, 2023, in response to the request from Vedder Price on behalf of the BCIC Ad Hoc Committee, representatives of BCIA provided the BCIC Special Committee with a pro forma model of the Potential Transaction, as well as additional information regarding the assets held by TCPC.
On April 6, 2023, the Independent Directors of BCIC met by videoconference, with representatives of Vedder Price and KBW in attendance, to discuss various matters related to the Potential Transaction. The Independent Directors agreed to form a special committee in connection with its evaluation of the Potential Transaction, after considering that (i) the Independent Directors had previously decided to defer the formation of a special committee until such time as the likelihood of a possible transaction involving a third party became more apparent; (ii) prior to the formal establishment of the BCIC Special Committee, the BCIC Ad Hoc Committee had generally acted in the same manner and in the same role as the BCIC Special Committee and considered a wide variety of strategic opportunities for BCIC; and (iii) while the membership of the BCIC Ad Hoc Committee consisted of three of the five Independent Directors of BCIC, on many occasions all five Independent Directors participated in the BCIC Ad Hoc Committee meetings. After discussion, it was agreed that all of the Independent Directors (consisting of Mses. Meridee A. Moore and Maureen K. Usifer and Messrs. John R. Baron, Jerrold B. Harris and William E. Mayer) should serve on the special committee (the “BCIC Special Committee”) and that Vedder Price and KBW should continue providing advice and assistance to the BCIC Special Committee. Representatives of Vedder Price reviewed in detail the due diligence materials provided to date by BCIA and summarized the key terms and closing conditions of the Non-Binding Term Sheet noting certain terms that required follow up. Representatives of KBW reviewed and discussed financial matters regarding the Potential Transaction and responded to questions from the Independent Directors of BCIC.
On April 7, 2023, the TCPC Special Committee met by videoconference, with representatives of Dechert and Houlihan Lokey, to discuss the terms of the Potential Transaction, the Non-Binding Term Sheet, including certain
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feedback from the BCIC Special Committee with respect to the expense reimbursement provisions and proposed transaction structure, the management of the combined company and timing and process updates with respect to the Potential Transaction. The TCPC Special Committee considered this information in the context of its overall assessment of the Potential Transaction.
On April 10, 2023, representatives of Skadden, Vedder Price and Dechert met by videoconference to further discuss the structure of the Potential Transaction.
On April 12, 2023, representatives of the Advisors provided estimates of the expenses related to the Potential Transaction to both the BCIC Special Committee and the TCPC Special Committee.
On April 13, 2023, representatives of BCIA and the BCIC Special Committee had a call with representatives of Vedder Price to discuss the expense estimates that had been provided by the Advisor as well as the Non-Binding Term Sheet. These were evaluated in the context of the BCIC Special Committee’s considerations of all strategic options potentially available to BCIC, including whether to engage in any strategic transaction whatsoever.
On April 14, 2023, Skadden sent a revised draft of the Non-Binding Term Sheet to Dechert, which was updated to reflect matters raised by the BCIC Special Committee and to include certain additional terms discussed between the Advisors and both BCIC and TCPC. These revised terms included (i) additional details regarding the proposed structure of the Potential Transaction (the Merger), (ii) certain adjustments to the approach to transaction expenses and the coverage thereof by the Advisors and (iii) certain changes to the exclusivity provision.
On April 17, 2023, the TCPC Special Committee met by videoconference, with representatives of Dechert and Houlihan Lokey in attendance, to discuss the latest draft of the Non-Binding Term Sheet and whether the TCPC Special Committee continued to view the Potential Transaction as being in the best interest of TCPC. The TCPC Special Committee discussed changes to the expense reimbursement allocation in the Non-Binding Term Sheet and discussed timing considerations for the Potential Transaction. In addition, also on April 17, 2023, Vedder Price sent Skadden comments to the provisions in the Non-Binding Term Sheet related to expenses, exclusivity and the structure of the TCPC Board following the Effective Time.
On April 18, 2023, Dechert sent a revised draft of the Non-Binding Term Sheet to Skadden and Vedder Price. The draft was generally unchanged from previous drafts, except for certain changes to the expense sharing provision.
On April 19, 2023, the BCIC Special Committee met by videoconference, with representatives of Vedder Price and KBW in attendance, to discuss various matters in connection with the Potential Transaction, including: (i) the range of strategic opportunities and options potentially available to BCIC; (ii) the status of negotiations in connection with finalizing the Non-Binding Term Sheet; (iii) the due diligence materials provided by TCPC and the Advisors and any additional information the BCIC Special Committee intended to request; and (iv) a meeting schedule to further consider the Potential Transaction once the Non-Binding Term Sheet was finalized and signed.
Also on April 19, 2023, Mr. Eric J. Draut, Chair of the TCPC Special Committee, and Mr. Ranjeesh Vig, Chief Executive Officer of TCPC, held a telephone call in which Mr. Draut communicated to TCP that TCPC required certain changes to the expense sharing provisions. Mr. Draut communicated his conversation with Mr. Vig with the TCPC Special Committee and requested approval to execute the Non-Binding Term Sheet upon approval of the most recent terms.
Also on April 19, 2023, representatives of Vedder Price sent BCIA a letter on behalf of the BCIC Special Committee requesting additional information and materials regarding TCPC and the Potential Transaction.
On April 20, 2023, Skadden sent a proposed final Non-Binding Term Sheet to Dechert, Vedder Price, the Advisors, BCIC and TCPC, which, among other things, reflected the discussion between Messrs. Draut and Vig.
On April 24, 2023, the BCIC Special Committee met by videoconference, with representatives of Vedder Price and KBW in attendance, to discuss various matters related to the Potential Transaction, including: (i) other strategic alternatives potentially available to BCIC, including whether to pursue a strategic transaction with a third party or continue its operations in the ordinary course, (ii) the status of negotiations regarding open items in connection with finalizing the Non-Binding Term Sheet; and (iii) a meeting schedule to further consider the Potential Transaction and related due diligence materials to be provided by TCPC and the Advisors assuming the Non-Binding Term Sheet was finalized and signed. After discussion, the BCIC Special Committee authorized the execution of the Non-Binding Term Sheet, which included the entry into a period of exclusivity with TCPC.
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Later on April 24, 2023, the Non-Binding Term Sheet was executed by TCPC, BCIC, BCIA and TCP. Upon execution, the exclusivity period set forth in the Non-Binding Term Sheet began.
On April 26, 2023, the BCIC Board met at a regularly scheduled BCIC Board meeting and ratified and approved the formation of the BCIC Special Committee comprised of all of the Independent Directors of BCIC. The BCIC Special Committee was given the authority to exercise all powers of, and to act in the place of, the BCIC Board with respect to the Potential Transaction to the extent permitted by the BCIC By-laws. The engagement of Vedder Price as special counsel to the BCIC Special Committee and KBW as financial advisor to the BCIC Special Committee was also approved and ratified. The BCIC Special Committee was not obligated to recommend the Merger or any agreements or arrangements proposed to be entered into by BCIC in connection with or relating to the Merger to the BCIC Board and could determine, if the BCIC Special Committee deemed appropriate, that it was in the best interests of BCIC and BCIC Stockholders not to proceed with the Merger. At this meeting of the BCIC Board, the BCIC Board also ratified and approved the BCIC Special Committee’s authorization for the execution of the Non-Binding Term Sheet.
On May 3, 2023, the BCIC Special Committee met by videoconference, with representatives of Vedder Price and KBW in attendance, to discuss various matters related to the Potential Transaction, including: (i) the Potential Transaction timeline; (ii) the status of BCIA’s due diligence response; and (iii) the due diligence schedule going forward. The chair of the BCIC Special Committee and representatives of Vedder Price reviewed various matters that could impact the timeline for the Potential Transaction and for future meetings of the BCIC Special Committee, including the impacts of a transaction on the BCIC credit facility. The BCIC Special Committee also discussed the status of the current and future composition of the TCPC Board. The BCIC Special Committee also discussed the expected terms of the draft Merger Agreement, which had not yet been provided, including the scope of representations, indemnification and termination provisions that were anticipated. The BCIC Special Committee considered whether the continued discussion and negotiation of the Potential Transaction was in the best interest of BCIC shareholders and decided to schedule another meeting to continue consideration of the Potential Transaction as it determined doing so would be in the best interest of BCIC at the time.
On May 4, 2023, Skadden sent a draft of the Merger Agreement to Vedder Price and Dechert.
In early May, representatives of BCIC, TCPC and the Advisors determined that, given the importance of the BCIC Revolving Credit Agreement, the BCIC Credit Agreement Amendment should be negotiated and finalized with the lenders thereunder concurrently with the ongoing consideration and negotiation of definitive agreements related to the Potential Transaction. Representatives of BCIC and Skadden then proceeded to negotiate and finalize the BCIC Credit Agreement Amendment with the administrative agent and lenders thereunder from May until the execution of the BCIC Credit Agreement Amendment on September 6, 2023.
On May 19, 2023, the TCPC Special Committee met by videoconference, with representatives of Dechert and Houlihan Lokey in attendance, to discuss the summary of the key terms of the Merger Agreement prepared by Dechert, the timing for the Potential Transaction and the process for determining the composition of the TCPC Board following the completion of the Merger. The TCPC Special Committee discussed certain legal comments that Dechert proposed to make to the Merger Agreement. The TCPC Special Committee considered whether the continued discussion and negotiation of the Potential Transaction was in the best interest of TCPC and decided to schedule another meeting to continue consideration of the Potential Transaction as it determined doing so would be in the best interest of TCPC at the time.
On May 22, 2023, the BCIC Special Committee met by videoconference, with representatives of Vedder Price, Skadden, BCIA and KBW in attendance, to discuss various matters related to the Potential Transaction. Representatives of Skadden presented on the structure of the Potential Transaction. Vedder Price reviewed the fiduciary duties that the BCIC directors were expected to exercise in their consideration of any strategic transaction, including the Potential Transaction. Representatives of Vedder Price provided an overview of the due diligence materials provided by TCPC to date regarding legal and compliance matters and the BCIC Special Committee asked that Vedder Price maintain a list of follow-up items to address with BCIA, including additional materials to be requested to aid the BCIC Special Committee in its evaluation and consideration of the Potential Transaction.
On May 24, 2023, the initial exclusivity period set forth in the Non-Binding Term Sheet expired, but as neither party provided written notice that it did not elect to extend the exclusivity period, it was automatically extended for 15 additional days. In addition, also on May 24, 2023, Dechert sent Skadden comments to the draft Merger Agreement.
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Also on May 24, 2023, TCPC held its 2023 Annual Meeting of Stockholders. Ms. Williams determined not to stand for re-election at the 2023 Annual Meeting of Stockholders and, following such meeting, Ms. Williams ceased to be a director of TCPC and a member of the TCPC Special Committee.
On May 31, 2023, Vedder Price sent Skadden comments to the draft Merger Agreement.
On June 7, 2023, Vedder Price sent Skadden additional comments to the draft Merger Agreement which related to certain tax matters.
On June 8, 2023, the first automatic extension set forth in the Non-Binding Term Sheet expired, but as neither party provided written notice that it did not elect to extend the exclusivity period, it was automatically extended for a final 15 additional days.
On June 21, 2023, the BCIC Special Committee met by videoconference, with representatives of Vedder Price, KBW and BCIA in attendance, to discuss various matters related to the Potential Transaction, including: (i) review of the updated due diligence timeline; (ii) a review by BCIA of the valuation of significant non-overlapping holdings of TCPC; (iii) an update on the status of negotiations with the lenders under the BCIC Revolving Credit Agreement; (iv) an executive session with KBW to review financial matters regarding the Potential Transaction; and (v) an update from Vedder Price addressing open items in the Merger Agreement. Representatives of BCIA discussed the attributes of the non-overlapping TCPC holdings noted in the meeting materials, and reviewed the process utilized by TCPC to value its holdings. The BCIC Special Committee then met in executive session, with representatives of Vedder Price and KBW in attendance, to review BCIA’s valuation of significant non-overlapping holdings of TCPC and to consider and evaluate the Potential Transaction compared to the other strategic opportunities potentially available to BCIC. Vedder Price then addressed various open issues regarding the draft Merger Agreement and reviewed a summary it provided with respect to the termination provisions in the draft Merger Agreement.
On June 23, 2023, the exclusivity period set forth in the Non-Binding Term Sheet expired and each party was free to consider other alternative transactions. From that point onwards, both the BCIC Special Committee and the TCPC Special Committee continued to evaluate the Potential Transaction on a non-exclusive basis.
On July 10, 2023, the BCIC Special Committee met by videoconference, with representatives of Vedder Price, Skadden, BCIA and KBW, as well as the chief executive officer of BCIC and the chief financial officer of TCPC in attendance, to discuss various matters related to the Potential Transaction, including: (i) the status of negotiations with the lenders under the BCIC Revolving Credit Agreement; (ii) a review of liquidation scenarios as an alternative transaction to the Potential Transaction; and (iii) a presentation by BCIA with respect to its recommendation in favor of the Potential Transaction including a discussion of the potential benefits of the Potential Transaction such as cost savings. The BCIC Special Committee then met in executive session with representatives of Vedder Price and KBW. In the executive session, KBW reviewed with the BCIC Special Committee an illustrative liquidation of BCIC based on a maturity schedule for investments of BCIC as of March 31, 2023, as well as certain financial and operating assumptions for BCIC under an orderly liquidation scenario, which BCIA had provided. KBW also reviewed and discussed the potential benefits to be realized as a result of the Potential Transaction as detailed in the materials provided by BCIA, as compared to other strategic options potentially available to BCIC. The BCIC Special Committee then discussed additional information that it wished to request as part of its further deliberations and representatives of KBW and Vedder Price responded to questions.
On July 27, 2023, a regularly scheduled meeting of the TCPC Board occurred, which was also attended by representatives of Skadden and TCP. At this meeting, TCP presented to the TCPC Board regarding the accounting treatment of the Potential Transaction and certain other related matters. Following such presentation, the Independent Directors of TCPC met in executive session to discuss this presentation, the Potential Transaction and the other strategic options that may be available to TCPC.
On August 3, 2023, representatives of the Advisors, Skadden, Dechert and Vedder Price met by videoconference to discuss the Potential Transaction, including the timing thereof and the status of the discussions with the lenders under the BCIC Revolving Credit Agreement.
On August 16, 2023, Skadden sent Dechert and Vedder Price a revised draft of the Merger Agreement, which included, among other things, the incorporation of the parties’ agreed approach to the BCIC Revolving Credit Agreement.
On August 21, 2023, the BCIC Special Committee met by videoconference, with representatives of Vedder Price, Skadden, BCIA, KBW and Stradley Ronon Stevens & Young, LLP (“Stradley”), counsel to BCIC’s
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Independent Directors, in attendance, to discuss various matters related to the Potential Transaction, including: (i) an update on discussions with the lenders under the BCIC Revolving Credit Agreement; (ii) a discussion of the accounting treatment of expenses related to the Potential Transaction; (iii) a review and discussion of the revised Merger Agreement; (iv) a review of a memorandum prepared by Skadden regarding incentive fee compensation in the BCIC investment management agreement; (v) a discussion of the BCIC dividend reinvestment plan; and (vi) a review of supplemental due diligence materials. The BCIC Special Committee met in executive session with representatives of Vedder Price and KBW to discuss the accounting treatment of expenses related to the Potential Transaction, and determined to seek waivers of certain performance-based incentive fees to eliminate the impact of the accounting treatment on performance fees after the merger. The BCIC Special Committee also discussed the payment of certain incentive compensation. The BCIC Special Committee also discussed the valuation of non-overlapping portfolio securities held by TCPC and certain information provide in response to supplemental requests.
On August 22, 2023, representatives of Skadden and representatives of Dechert had a call to discuss the draft of the Merger Agreement.
On August 24, 2023, representatives of Skadden sent representatives of Vedder Price and Dechert a draft of the Fee Waiver Agreement which included the provisions related to TCP’s net investment income support that were included in the Non-Binding Term Sheet and also included that any amortization or accretion of any purchase premium or purchase discount to interest income or any gains and losses resulting solely form accounting adjustments to the cost basis of the BCIC assets acquired in the Merger would be excluded from the calculation of TCP’s incentive fee applicable to the combined company following the Merger.
On August 26, 2023, representatives of Vedder Price sent BCIA a letter on behalf of the BCIC Special Committee requesting certain additional supplemental information regarding TCPC and the Potential Transaction.
On August 28, 2023, the BCIC Special Committee met by videoconference, with representatives of Vedder Price and KBW in attendance, to discuss various matters related to the Potential Transaction. KBW preliminarily reviewed various financial aspects of the Merger and preliminarily discussed the opinion to be delivered by KBW with respect to the Exchange Ratio in the Merger. The BCIC Special Committee also discussed and asked questions regarding the disclosure schedules to the Merger Agreement and reviewed and discussed the provisions of the Fee Waiver Agreement. The BCIC Special Committee then evaluated and assessed whether the Potential Transaction was in the best interest of BCIC and considered whether to approve the Potential Transaction and recommend to the BCIC Board that BCIC enter into the Potential Transaction.
On August 29, 2023, the TCPC Special Committee met by videoconference, with representatives of Dechert, Houlihan Lokey and TCP in attendance, to discuss various matters related to the Potential Transaction, including: (i) a review by TCP on the accounting treatment and tax impact of the Potential Transaction; (ii) a review by Houlihan Lokey of TCPC’s portfolio and market observations; and (iii) a review by Dechert on the remaining issues in the definitive agreements related to the Potential Transaction. The TCPC Special Committee evaluated and assessed whether the Potential Transaction was in the best interest of TCPC and considered whether to approve the Potential Transaction and recommend to the TCPC Board that TCPC enter into the Potential Transaction and the TCPC Stock Issuance Proposal is put forward to TCPC Stockholders.
On August 31, 2023, Skadden sent revised drafts of the documents related to the Potential Transaction to Vedder Price and Dechert. Later, on August 31, 2023, Dechert provided incremental comments on the transaction documents to Skadden.
On September 1, 2023, the TCPC Special Committee met by videoconference, with representatives of Dechert, Houlihan Lokey and TCP in attendance, to discuss various matters related to the Potential Transaction, including: (i) updates from TCP regarding the Potential Transaction; (ii) a review by Houlihan Lokey of its draft financial analysis; and (iii) a review by Dechert of certain fiduciary and 1940 Act considerations applicable to the TCPC Special Committee’s consideration of the Potential Transaction. The TCPC Special Committee continued to evaluate the Potential Transaction against the continuum of strategic opportunities available to TCPC.
On September 5, 2023, the TCPC Board met by videoconference, with representatives of TCP, Dechert, Houlihan Lokey and Skadden in attendance, to discuss and approve various matters related to the Potential Transaction. At the request of the TCPC Special Committee, Houlihan Lokey orally rendered its opinion to the TCPC Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion
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dated September 5, 2023 addressed to the TCPC Special Committee) as to, as of such date, the fairness, from a financial point of view, to TCPC of the Exchange Ratio provided for in the Merger pursuant to the Agreement. During this meeting, the TCPC Special Committee separately met in executive session. In addition, Skadden presented on various aspects of the Merger and the duties of the TCPC Board under Rule 17a-8 of the 1940 Act.
Later during the meeting, the TCPC Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (including the Merger), the Fee Waiver Agreement and the Amended TCPC Investment Advisory Agreement were each advisable and in the best interests of TCPC, (ii) resolved to recommend that the TCPC Board approve, adopt and authorize the Merger Agreement and the transactions contemplated thereby (including the Merger), the Fee Waiver Agreement and the Amended TCPC Investment Advisory Agreement in all respects, (iii) determined that, in accordance with Rule 17a-8 promulgated under the 1940 Act, and recommended that the Board determine that, (A) the Merger Agreement and the terms of the Merger and the related transactions contemplated thereby are advisable and in the best interests of TCPC and (B) the interests of TCPC’s existing stockholders will not be diluted (as provided in Rule 17a-8 under the 1940 Act) as a result of the Merger and (iv) recommended that the Board direct that the proposed issuance of TCPC Common Stock in connection with the Merger and any other matters required to be approved or adopted by TCPC Stockholders in order to effect the Merger and the transactions contemplated thereby be submitted to TCPC Stockholders for approval with the recommendation that TCPC Stockholders vote in favor of the same as required by and set forth in the Merger Agreement.
Later during the meeting, on the unanimous recommendation of the TCPC Special Committee, the TCPC Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) are advisable and in the best interests of TCPC and approved and adopted the Merger Agreement and the transactions contemplated thereby (including the Merger), the Fee Waiver Agreement and the Amended TCPC Investment Advisory Agreement, (ii) determined that, in accordance with Rule 17a-8 promulgated under the 1940 Act (A) the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of TCPC and (B) the interests of TCPC’s existing stockholders will not be diluted (as provided in Rule 17a-8 under the 1940 Act) as a result of the Merger and (iii) directed that the proposed issuance of TCPC Common Stock in connection with the Merger be submitted to TCPC Stockholders for approval with the recommendation that TCPC Stockholders vote in favor of the same.
Following the TCPC Board meeting, on September 5, 2023, the BCIC Board met by videoconference, with representatives of BCIA, Vedder Price, KBW and Skadden in attendance, to discuss and approve various matters related to the Potential Transaction. At the start of this meeting, the BCIC Special Committee separately met in executive session to review and evaluate the Potential Transaction. At this meeting, KBW reviewed the financial aspects of the Merger and rendered an opinion to the BCIC Special Committee and the BCIC Board to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the Exchange Ratio in the Merger was fair, from a financial point of view, to the holders of BCIC Common Stock.
Later during the executive session, the BCIC Special Committee unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) were advisable and in the best interests of BCIC, (ii) resolved to recommend that the BCIC Board approve, adopt and authorize the Merger Agreement and the transactions contemplated thereby (including the Merger) in all respects, (iii) determined that, in accordance with Rule 17a-8 promulgated under the 1940 Act, and recommended that the Board determine that, (A) the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of BCIC and (B) the interests of BCIC’s existing stockholders will not be diluted (as provided in Rule 17a-8 under the 1940 Act) as a result of the Merger and (iv) recommended that the Board direct that the adoption of the Merger Agreement and the approval of the transactions contemplated thereby (including the Merger) be submitted to BCIC Stockholders for approval with the recommendation that BCIC Stockholders vote in favor of the same.
After the executive session, and later during the meeting, on the unanimous recommendation of the BCIC Special Committee, the BCIC Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) are advisable and in the best interests of BCIC and approved and adopted the Merger Agreement and the transactions contemplated thereby (including the Merger), (ii) determined that, in accordance with Rule 17a-8 promulgated under the 1940 Act (A) the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of BCIC and (B) the interests of BCIC’s existing
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stockholders will not be diluted (as provided in Rule 17a-8 under the 1940 Act) as a result of the Merger and (iii) directed that the adoption of the Merger Agreement and approval of the Transactions be submitted to BCIC Stockholders for approval with the recommendation that BCIC Stockholders vote in favor of the same.
On September 6, 2023, the BCIC Credit Agreement Amendment was executed and delivered. Later that day, TCPC, BCIC, TCP, BCIA and Merger Sub executed and delivered the Merger Agreement and TCPC and TCP executed and delivered the Fee Waiver Agreement and the Amended TCPC Investment Advisory Agreement.
On January 5, 2024, on the unanimous recommendation of the TCPC Special Committee, the TCPC Board unanimously resolved to amend the Merger Agreement to remove the termination fees included in Section 9.2 of the Merger Agreement (the “Termination Fees”). On January 5, 2024, on the unanimous recommendation of the BCIC Special Committee, the BCIC Board unanimously resolved to amend the Merger Agreement to remove the Termination Fees.
For more information concerning the terms and provisions of the Merger Agreement as negotiated by the parties, see “Description of the Merger Agreement” beginning on page 81 of this joint proxy statement/prospectus.
Reasons for the Merger
TCPC
The TCPC Special Committee and the TCPC Board carefully considered the approval of the Merger and the Merger Agreement over the course of various meetings. To facilitate their consideration, TCP provided the TCPC Special Committee and the TCPC Board with various materials and information regarding the proposed Merger, BCIC and the anticipated effects of the Merger on TCPC. Information provided by TCP included a broad range of data and materials in response to initial and supplemental information requests submitted by Dechert on behalf of the TCPC Special Committee, including information concerning portfolio holdings (including investments and positions held by both BCIC and TCPC as well as non-overlapping portfolio holdings), valuation policies and procedures, investment valuation analyses, comparative fee data and pro forma projections regarding operating expenses following the Merger, potential tax consequences of the Merger, the corporate structure of the Merger, credit facility arrangements, compliance policies and procedures and charter documents, among other things.
Throughout the process of reviewing the materials and information provided and considering the Merger, the TCPC Special Committee and the TCPC Board conferred with Dechert and Houlihan Lokey, as well as management of TCP. The TCPC Special Committee and the TCPC Board considered the nature and adequacy of the information provided, the terms of the Merger Agreement, their duties under state and federal law in considering and ultimately approving the Merger Agreement and the Merger and the conflicts of interest presented by the transactions provided for in the Merger Agreement. The TCPC Special Committee and the TCPC Board considered numerous factors, including the ones described below, in connection with their consideration and approval of the Merger Agreement and the Merger. On September 5, 2023, the TCPC Board and the TCPC Special Committee unanimously determined that the Merger is in the best interests of TCPC and that existing TCPC Stockholders will not be diluted (for purposes of Rule 17a-8 under the 1940 Act) as a result of the Merger.
In considering the Merger, the TCPC Special Committee reviewed comparative information about TCPC and BCIC, including, among other items: (1) their respective investment objectives, strategies, policies and restrictions and what changes, if any, would occur as a result of the Merger; (2) their individual holdings and the quality of such holdings, including, in particular, the extent of the overlap between their respective portfolios and the holdings of BCIC that were not currently held by TCPC; (3) their existing leverage facilities; (4) their short-term and long-term investment performance history and financial results; (5) the level of past distributions and expenses and the anticipated effect of the Merger on future TCPC net investment income, distributions and expenses; (6) their respective investment advisory agreements and expense ratios; and (7) the U.S. federal income tax implications of the Merger. In addition, the TCPC Special Committee reviewed comprehensive information regarding the anticipated benefits and possible risks to TCPC as a result of the Merger, and the anticipated investment, market and financial synergies to be experienced by the combined company. The TCPC Special Committee also considered the potential financial impacts to TCPC as a result of the Merger in consultation with Houlihan Lokey, the financial advisor to the TCPC Special Committee.
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The TCPC Special Committee and the TCPC Board weighed various potential benefits and risks in considering the Merger, both with respect to the immediate effects of the Merger on TCPC and with respect to the potential benefits and risks that could be experienced by the combined company after the Merger. Some of the material factors (which are not in any relative order of importance) considered by the TCPC Special Committee and the TCPC Board that assisted it in concluding that the Merger is in the best interests of TCPC included, among others:
Expected Accretion to Net Investment Income. The TCPC Special Committee and the TCPC Board considered that the Merger is expected to be accretive to net investment income in both the short term and the long term. The TCPC Special Committee and the TCPC Board noted that TCP expects, in the short term, accretion to net investment income to be delivered primarily by the management fee reduction and advisor expense sharing referred to above (see “Reduced Management Fee Rate” and “Advisor Transaction Expense Sharing,” respectively) and, over the long term by expense savings through the realization of operating cost synergies (see “Expected Expense Savings”).
Reduced Management Fee Rate. The TCPC Special Committee and the TCPC Board considered that, following the completion of the Merger, TPC has agreed to reduce its base management fee rate 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 will remain 1.00%) with no change to the basis of calculation. In addition, TCP has agreed to exclude any amounts resulting solely from the new cost basis of the acquired BCIC investments established by ASC 805 (as defined below under “Accounting Treatment of the Merger”) as a result of the Merger from the calculation of its incentive fee following the completion of the Merger.
Net Investment Income Shortfall Support. The TCPC Special Committee and the TCPC Board considered that, following the Effective Time and subject to the completion of the Merger, TCP has agreed to 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 the Effective Time occurs on the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter).
Expected Expense Savings. The TCPC Special Committee and the TCPC Board considered that, as a result of the Merger, certain redundant professional services and other corporate expenses are expected to be eliminated or reduced, which would reduce the potential expenses of the combined company as compared to the aggregate expenses of TCPC and BCIC on a standalone basis. In addition, the TCPC Special Committee considered that the combined company may have access to lower-cost sources of capital and thus may be able to reduce its interest expense over time compared to the aggregate interest expenses of TCPC on a standalone basis.
Advisor Transaction Expense Sharing. The TCPC Special Committee and the TCPC Board considered that TCP has agreed to bear up to 50% of one-time merger costs incurred by TCPC up to a combined amount of $6 million in aggregate expenses incurred by both TCPC and BCIC (which amount will be reduced to $3 million if either the BCIC Stockholders fail to approve the BCIC Merger Proposal or TCPC Stockholders fail to approve the TCPC Stock Issuance Proposal). Relatedly, the TCPC Special Committee considered the amount of Merger-related expenses expected to be allocated to TCPC as well as the anticipated benefits expected to be received by TCPC in connection with the Merger. Although TCPC will bear a portion of the one-time costs in connection with the Merger, the benefits of the Merger are expected to exceed such costs in the long-run.
Expected Greater Access to Debt Capital. The TCPC Special Committee and the TCPC Board discussed how the larger scale of the combined company may improve TCPC’s access to more diverse and lower cost sources of debt capital compared to what TCPC would be expected to obtain without the scale provided by the Merger. For example, the larger scale of the combined company may allow the combined company to undertake larger, index-eligible bond offerings that tend to attract a wider range of investors on more favorable terms than would be the case for TCPC on a standalone basis. Furthermore, TCPC is currently operating near the rating-agency-implied leverage limits to maintain an investment grade rating, which limits could be higher for the larger scale combined company. The TCPC Special Committee and the TCPC Board additionally considered that TCPC’s ability to deploy capital through leverage would be greatly accelerated due to the larger size of the combined company and could also allow for TCPC to operate at a slightly higher debt-to-equity ratio given the larger size and diversification.
Similarities in Investment Strategies and Risks. The TCPC Special Committee and the TCPC Board reviewed the investment objectives and strategies of BCIC and noted the similarities to the objectives and strategies of TCPC
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and substantially similar risks and that each focuses on investments in middle market companies. The TCPC Special Committee and TCPC Board noted and considered that TCPC’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection, and BCIC’s investment objective is to generate both current income and capital appreciation through debt and equity investments. Both BCIC and TCPC invest primarily in middle market companies in the form of senior debt securities and loans, and each company’s investment portfolio may include junior secured and unsecured debt securities and loans, each of which may include an equity component. The Advisors anticipate that following the Merger the combined entity will benefit from efficiencies in portfolio management and oversight as a result of managing one combined entity. The TCPC Special Committee and the TCPC Board took into consideration that BCIC and TCPC are each managed by affiliates of BlackRock and that after the Merger, TCPC Stockholders would be invested in a similarly structured investment vehicle and that their investment exposure and outcomes would likely be comparable in the combined entity (other than as noted elsewhere in this section). As such, TCPC Stockholders will receive the benefits described in this section without significant change to their investment exposure or outcomes.
Increased Scale and Potential for Improved Secondary Market Liquidity. The TCPC Special Committee and the TCPC Board considered that scale and liquidity advantages are expected to accrue to the combined company as a result of its larger size and that the combined company is expected to have total assets of approximately $2.4 billion and net assets of approximately $1.1 billion (based on June 30, 2023 balance sheet). The TCPC Special Committee and the TCPC Board also considered that shares of larger BDCs, like the combined company, tend to have higher average daily trading volumes, which would give existing TCPC Stockholders more flexibility to manage their investments and would be expected to attract new investors, including institutional investors, seeking a more liquid stock than TCPC provides on a standalone basis. The TCPC Special Committee and the TCPC Board also considered that larger BDCs, like the combined company, generally have broader coverage by equity research analysts, which in turn, may raise the profile of the combined company and potentially attract additional prospective stockholders. The TCPC Special Committee and the TCPC Board noted that increased interest by a larger number of potential stockholders could result in increased trading volumes and higher trading prices, which could provide greater flexibility and opportunity for the combined company to raise additional equity capital in the future.
Potential for Improved Trading Dynamics. The TCPC Special Committee and the TCPC Board considered that shares of BDCs with a larger market capitalization typically trade at a premium to shares of smaller BDCs. In addition, the TCPC Special Committee and the TCPC Board noted that the reduction of management fees and estimated expense savings (as described above) are expected to improve the return on equity of the combined company, which has historically been correlated with higher price to book multiples. As described above, the trading dynamics may be improved by the increased scale and potential for improved secondary market liquidity of a combined company, as compared to the secondary market liquidity of TCPC Common Stock as a standalone company.
Continuity of BlackRock-Affiliated Management Team. The TCPC Special Committee and the TCPC Board considered that, following the Merger, the combined company would have the same investment adviser and management team that have already been considered and approved by the TCPC Board. The TCPC Special Committee and the TCPC Board considered that, because the investment adviser would remain unchanged and the management team will remain substantially similar as a result of the Merger, the combined entity and the TCPC Stockholders would be expected to receive the same nature, quality and extent of services from TCP that they are currently receiving and would continue to benefit from the experience and expertise of its current management team, including familiarity with the investment portfolio.
Acquisition of a Known, Diversified Portfolio with Significant Overlap. The TCPC Special Committee and the TCPC Board considered that the significant overlap of BCIC’s investments with those of TCPC (approximately 87% of BCIC’s portfolio market value overlapped with TCPC’s and 68% of TCPC’s portfolio market value overlapped with BCIC’s as of June 30, 2023) and TCP’s familiarity with the investments held by BCIC would result in a more straightforward and faster integration of the portfolio into TCPC’s than a portfolio of a third party. Moreover, the TCPC Special Committee and TCPC Board considered that the combined company will continue to be managed by the same team of investment professionals following the Effective Time. The TCPC Special Committee and the TCPC Board noted that the acquisition of BCIC’s portfolio of investments should lead to a larger portfolio with strong credit quality. The TCPC Special Committee and the TCPC Board also considered the advantages to TCPC of immediately acquiring known, income-producing assets already diligenced and managed by TCP. The TCPC Special Committee and the TCPC Board also considered that execution and integration risk could be lower as compared to a merger with an unaffiliated entity.
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No Dilution for Purposes of Rule 17a-8 under the 1940 Act. The TCPC Special Committee and the TCPC Board considered that the Exchange Ratio (and thus the number of shares of TCPC Common Stock to be issued to BCIC Stockholders pursuant to the Merger Agreement) will be determined on a NAV-for-NAV basis (determined shortly before the Closing Date on the basis of methodologies that were considered and approved by the TCPC Board), supporting a determination that the interests of the TCPC Stockholders will not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Merger.
Potential Benefits of the Merger as Compared to Other Strategic Options. The TCPC Special Committee and the TCPC Board considered the potential benefits of the Merger, including the anticipated expense savings, acquisition of a known, diversified portfolio with significant overlap and other benefits noted above, relative to other strategic options, such as a merger between TCPC and an unaffiliated BDC.
Opinion of Houlihan Lokey, Financial Advisor to the TCPC Special Committee. The TCPC Special Committee considered the financial analysis reviewed by Houlihan Lokey with the TCPC Special Committee as well as the oral opinion of Houlihan Lokey rendered to the TCPC Special Committee on September 5, 2023 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion dated September 5, 2023 addressed to the TCPC Special Committee), as to, as of September 5, 2023, the fairness, from a financial point of view, to TCPC of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement.
The Structure of the Merger as a Tax-Free Reorganization. The TCPC Special Committee and the TCPC Board considered that the Merger is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that TCPC and TCPC Stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger. The TCPC Special Committee and the TCPC Board also considered that TCPC would inherit, subject to limitations, capital loss carryforwards of BCIC.
Other Considerations. The TCPC Special Committee and the TCPC Board noted that the Merger is not expected to affect the ability of TCPC to comply with its regulatory obligations, including its ability to continue to operate in compliance with the asset coverage requirements set forth in the 1940 Act and to pay dividends required of RICs.
In the course of its deliberations, the TCPC Board and the TCPC Special Committee also considered a variety of risks and certain potentially negative factors that could cause the Merger not to close or the anticipated benefits of the Merger not to be realized, including the following (which are not in any relative order of importance):
Failure to Close. The Merger may not be completed or completion may be delayed for reasons beyond the control of TCPC or BCIC, including an inability to obtain the required TCPC or BCIC Stockholder Approvals.
Management Diversion. It is possible that the attention of management may be diverted during the period prior to completion of the Merger, which may adversely affect TCPC’s business.
Pressure on the Trading Price of TCPC Common Stock. If BCIC Stockholders sell the shares of TCPC Common Stock received in the Merger it could put negative pressure on the trading price of TCPC Common Stock.
Restrictions on Conduct of Business. The restrictions on the conduct of TCPC’s business prior to completion of the Merger, requiring TCPC to conduct its business only in the ordinary course of business in all material respects, subject to specific limitations, could delay or prevent TCPC from undertaking certain business opportunities that may arise pending completion of the Merger.
Restrictions on Superior Proposals. The Merger Agreement includes restrictions on the ability of TCPC to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions (as more fully described in the section entitled “Description of the Merger Agreement — Additional Agreements”), which could have the effect of discouraging such proposals from being made or pursued.
Fees Associated with the Merger. Except certain expenses that will be shared with BCIC and expenses incurred by TCPC that will be paid, offset or reimbursed by TCP (up to a certain amount, as described more fully in “Advisor Transaction Expense Sharing”), TCPC will be responsible for the expenses incurred by TCPC in connection with the Merger and the completion of the transactions contemplated by the
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Merger Agreement, whether or not the Merger is ultimately consummated. If the Merger is not consummated, the payment, offset or reimbursement of certain transaction expenses by the Advisors will be limited to an aggregate amount of $3 million, rather than $6 million.
Litigation Risk. Mergers of publicly traded companies are frequently the subject of litigation. If any litigation arises in connection with the Merger, even if any plaintiff’s claims are without merit, it could divert management time and resources away from TCPC’s business.
Other Risks. There are various other risks associated with the Merger and the business of TCPC and the combined company described in the section entitled “Risk Factors” beginning on page 22 and in the section entitled “Special Note Regarding Forward-Looking Statements” beginning on page 31.
This discussion of the information and factors that the TCPC Special Committee and the TCPC Board considered in making their decisions is not intended to be exhaustive but includes the material benefits, risks and other factors considered by the TCPC Special Committee and the TCPC Board. Because of the wide variety of factors considered in connection with the evaluation of the Merger and Merger Agreement and the complexity of those matters, the TCPC Board and the TCPC Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the TCPC Special Committee and the TCPC Board may have given different weights to different factors.
The TCPC Special Committee consulted with Houlihan Lokey, as its financial advisor, in connection with its evaluation of the financial terms of the Merger. In addition, the TCPC Special Committee and the TCPC Board relied on their respective legal advisors for legal analysis in connection with the transactions contemplated by the Merger Agreement, including the Merger.
The TCPC Special Committee and, upon the unanimous recommendation of the TCPC Special Committee, the TCPC Board considered all of these factors and others as a whole and, on balance, determined the Merger to be in the best interests of TCPC and unanimously approved the Merger and the Merger Agreement.
BCIC
The BCIC Special Committee and the BCIC Board carefully considered the approval of the Merger and the Merger Agreement over the course of various meetings. To facilitate their consideration, BCIA provided the BCIC Special Committee and the BCIC Board with various materials and information regarding the proposed Merger, TCPC and the anticipated effects of the Merger on BCIC and BCIC Stockholders. Information provided by BCIA included a broad range of data and materials in response to initial and supplemental information requests submitted by Vedder Price on behalf of the BCIC Special Committee, including information concerning portfolio holdings (including investments and positions held by both BCIC and TCPC as well as non-overlapping portfolio holdings), valuation policies and procedures, investment valuation analyses, comparative fee data and pro forma projections regarding operating expenses following the Merger, potential tax consequences of the Merger, the corporate structure of the Merger, credit facility arrangements, compliance policies and procedures and charter documents, among other things.
Throughout the process of reviewing the materials and information provided and considering the Merger, the BCIC Special Committee and the BCIC Board conferred with Vedder Price and KBW, as well as management of BCIA. The BCIC Special Committee and the BCIC Board considered the nature and adequacy of the information provided, the terms of the Merger Agreement, their duties under state and federal law in considering and ultimately approving the Merger Agreement and the Merger and the conflicts of interest presented by the transactions provided for in the Merger Agreement. The BCIC Special Committee and the BCIC Board considered numerous factors, including the ones described below, in connection with their consideration and approval of the Merger Agreement and the Merger. On September 5, 2023, the BCIC Board and the BCIC Special Committee unanimously determined that approval of the Merger is advisable and in the best interests of BCIC, and that existing BCIC Stockholders will not be diluted (for purposes of Rule 17a-8 under the 1940 Act) as a result of the Merger.
In considering the Merger, the BCIC Special Committee reviewed comparative information about BCIC and TCPC, including, among other items: (1) their respective investment objectives, strategies, policies and restrictions and what changes would occur as a result of the Merger; (2) their individual holdings, including, in particular, the extent of the overlap between their respective portfolios; (3) their existing leverage facilities; (4) their short-term and long-term investment performance history and financial results; (5) the level of past distributions and expenses and the anticipated effect of the Merger on future net investment income, distributions and expenses; (6) their respective investment advisory agreements and expense ratios; and (7) the U.S. federal income tax implications of the Merger.
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In addition, the BCIC Special Committee reviewed comprehensive information regarding the anticipated benefits and possible risks to BCIC and BCIC Stockholders as a result of the Merger, and the anticipated investment, market and financial synergies to be experienced by the combined company. The BCIC Special Committee also considered financial aspects of the Merger in consultation with KBW, the financial advisor to the BCIC Special Committee.
The BCIC Special Committee and the BCIC Board weighed various potential benefits and risks in considering the Merger, both with respect to the immediate effects of the Merger on BCIC and BCIC Stockholders and with respect to the potential benefits and risks that could be experienced by the combined company after the Merger. Some of the material factors (which are not in any relative order of importance) considered by the BCIC Special Committee and the BCIC Board that assisted it in concluding that the Merger is in the best interests of BCIC and BCIC Stockholders included, among others:
Expected Accretion to Net Investment Income. The BCIC Special Committee and the BCIC Board considered that the Merger is expected to be accretive to net investment income in both the short term and the long term. The BCIC Special Committee and the BCIC Board noted that BCIA expects, in the short term, accretion to net investment income to be delivered primarily by the management fee reduction and advisor expense sharing referred to above (see Reduced Management Fee Rate” and “Advisor Transaction Expense Sharing,” respectively) and, over the long term by expense savings through the realization of operating cost synergies (see “Expected Expense Savings”).
Reduced Management Fee Rate. The BCIC Special Committee and the BCIC Board considered that, following the completion of the Merger, TPC (as the investment adviser for the combined company) has agreed to reduce its base management fee rate from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of the combined company (for the avoidance of doubt, the base management fee rate on assets that exceed 200% of the net asset value of the combined company will remain 1.00%) with no change to the basis of calculation. In addition, TCP has agreed to exclude any amounts resulting solely from the new cost basis of the acquired BCIC investments established by ASC 805 (as defined below under “Accounting Treatment of the Merger”) as a result of the Merger from the calculation of its incentive fee following the completion of the Merger.
Net Investment Income Shortfall Support. The BCIC Special Committee and the BCIC Board considered that, following the Effective Time and subject to the completion of the Merger, TCP has agreed to 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 the Effective Time occurs on the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter).
Expected Expense Savings. The BCIC Special Committee and the BCIC Board considered that, as a result of the Merger, certain redundant professional services and other corporate expenses are expected to be eliminated or reduced, which would reduce the potential expenses of the combined company as compared to the aggregate expenses of TCPC and BCIC on a standalone basis. In addition, the BCIC Special Committee considered that the combined company may have access to lower-cost sources of capital and thus may be able to reduce its interest expense over time compared to the aggregate interest expenses of BCIC on a standalone basis.
Advisor Transaction Expense Sharing. The BCIC Special Committee and the BCIC Board considered that BCIA has agreed to bear 50% of one-time merger costs incurred by BCIC up to a combined amount of $6 million in aggregate expenses incurred by both BCIC and TCPC (which amount will be reduced to $3 million if either the BCIC Stockholders fail to approve the BCIC Merger Proposal or the TCPC Stockholders fail to approve the TCPC Stock Issuance Proposal). Relatedly, the BCIC Special Committee considered the amount of Merger-related expenses expected to be allocated to BCIC as well as the anticipated benefits expected to be received by BCIC Stockholders in connection with the Merger. Although BCIC Stockholders will bear a portion of the one-time costs in connection with the Merger, the benefits of the Merger are expected to exceed such costs in the long-run.
Expected Greater Access to Debt Capital on More Favorable Terms. The BCIC Special Committee and the BCIC Board considered how TCPC’s larger scale (and that of the combined company) would be expected to improve access to more diverse, lower cost sources of capital compared to what BCIC would be expected to obtain without the scale provided by the Merger. For example, the larger scale of the combined company may allow the combined company to undertake larger, index-eligible bond offerings that tend to attract a wider range of investors on more favorable terms than would be the case for BCIC on a standalone basis. Additionally, the BCIC Special Committee
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and the BCIC Board noted that the corporate rating of TCPC is currently rated investment-grade by two of the three largest rating agencies (Moody’s and Fitch). The BCIC Special Committee and the BCIC Board considered that a larger market capitalization and established corporate credit rating for the combined company relative to BCIC could reduce the pricing of future debt offerings than what may be negotiated by BCIC on a standalone basis.
Similarities in Investment Strategies and Risks. The BCIC Special Committee and BCIC Board reviewed the investment objectives and strategies of TCPC and noted the similarities to the objectives and strategies of BCIC and substantially similar risks and that each focuses on investments in middle market companies. Specifically, the BCIC Special Committee and BCIC Board noted and considered that BCIC’s investment objective is to generate both current income and capital appreciation through debt and equity investments and, TCPC’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. Both BCIC and TCPC invest primarily in middle market companies in the form of senior debt securities and loans, and each company’s investment portfolio may include junior secured and unsecured debt securities and loans, each of which may include an equity component. Also noted by the BCIC Special Committee and the BCIC Board was that BCIA does not anticipate any change in the relevant investment processes as both BCIC and TCPC employ similar investment strategies and leverage similar processes. The Advisors anticipate that following the Merger the combined entity will benefit from efficiencies in portfolio management and oversight as a result of managing one combined entity. In this connection, the BCIC Special Committee and BCIC Board considered that BCIC and TCPC are each externally managed by affiliates of BlackRock and, after the Merger, BCIC Stockholders would be invested in a similarly structured investment vehicle and that their investment exposure and outcomes would likely be comparable in the combined entity (other than as noted elsewhere in this section). As such, BCIC Stockholders will receive the benefits described in this section without significant change to their investment exposure or outcomes.
Increased Scale and Potential for Improved Secondary Market Liquidity. The BCIC Special Committee and the BCIC Board considered that scale and liquidity advantages are expected to accrue to the combined company as a result of its larger size and that the combined company is expected to have total assets of approximately $2.4 billion and net assets of approximately $1.1 billion (based on June 30, 2023 financials). The BCIC Special Committee and the BCIC Board also considered that shares of larger BDCs, like the combined company, tend to have higher average daily trading volumes, which would give existing BCIC Stockholders more flexibility to manage their investments and would be expected to attract new investors, including institutional investors, seeking a more liquid stock than BCIC provides on a standalone basis. The BCIC Special Committee and the BCIC Board also considered that larger BDCs, like the combined company, generally have broader coverage by equity research analysts, which, in turn, may raise the profile of the combined company and potentially attract additional prospective stockholders. The BCIC Special Committee and the BCIC Board noted that increased interest by a larger number of potential stockholders could result in increased trading volumes and higher trading prices, which could provide greater flexibility and opportunity for the combined company to raise additional equity capital in the future.
Potential for Improved Trading Dynamics. The BCIC Special Committee and the BCIC Board considered that shares of BDCs with a larger market capitalization typically trade at a premium to shares of smaller BDCs. In addition, the BCIC Special Committee and the BCIC Board noted that the reduction of management fees and estimated expense savings (as described above) are expected to improve the return on equity of the combined company, which has historically been correlated with higher price to book multiples. Taking into account that shares of BCIC have historically traded at a discount relative to shares of TCPC, the BCIC Special Committee and BCIC Board considered that the trading dynamics may be improved by the increased scale and potential for improved secondary market liquidity of a combined company, as compared to the secondary market liquidity of BCIC Common Stock as a standalone company.
Continuity of BlackRock-Affiliated Management Team. The BCIC Special Committee and the BCIC Board considered that, following the Merger, the combined company would be managed by a team of investment professionals with substantial overlap to the portfolio management team currently responsible for BCIC. The BCIC Special Committee and the BCIC Board considered that, although there would be a change in the investment adviser entity for BCIC Stockholders, with TCP serving as adviser to TCPC rather than BCIA, there would be no functional change. BCIC Stockholders thus would have access to the same management and administrative resources, and the combined entity and the BCIC Stockholders would be expected to receive the same nature, quality and extent of services that they are currently receiving and would continue to benefit from the experience and expertise of BlackRock, including familiarity with the investment portfolio.
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Stronger Historical Performance Track Record and Dividend Coverage. The BCIC Special Committee and the BCIC Board considered that TCPC has a strong historical track record and has covered its dividend every quarter since its IPO in 2012. Furthermore, as described above under “Net Investment Income Shortfall Support”, TCP has agreed to 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 the Effective Time occurs on the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter). This is expected to produce an improved dividend yield for BCIC Stockholders in a combined entity that has strong historical performance.
Merger with a Known, Diversified Portfolio with Significant Overlap. The BCIC Special Committee and the BCIC Board considered that the significant overlap of BCIC’s investments with those of TCPC (approximately 87% of BCIC’s portfolio market value overlapped with TCPC’s and 68% of TCPC’s portfolio market value overlapped with BCIC’s as of June 30, 2023) and TCP’s familiarity with the investments held by BCIC should result in a more straightforward and faster integration of BCIC’s portfolio into that of TCPC than into a portfolio of an unaffiliated acquiror, with reduced execution risk than what may be experienced with a merger into an unaffiliated acquiror.
The Structure of the Merger as a Tax-Free Reorganization. The BCIC Special Committee and the BCIC Board considered that the Merger is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. BCIC is not expected to recognize any gain or loss for U.S. federal income tax purposes, and BCIC Stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of BCIC Common Stock for shares of TCPC Common Stock pursuant to the Merger, except with respect to cash received in lieu of fractional shares of TCPC Common Stock. BCIC Stockholders will receive a distribution of their proportionate share of BCIC’s undistributed net investment income and net realized gains, if any, prior to or shortly after the completion of the Merger (the “BCIC Distribution”) that generally will be taxable to taxable stockholders for U.S. federal, state and local income tax purposes to the extent treated as a dividend. A portion of the BCIC Distribution may be treated as a return of capital, which amount, if any, would generally reduce a stockholder’s basis and, after such tax basis is reduced to zero, would generally constitute capital gain.
No Dilution for Purposes of Rule 17a-8 under the 1940 Act. The BCIC Special Committee and the BCIC Board considered that the Exchange Ratio (and thus the number of shares of TCPC Common Stock to be issued to BCIC Stockholders pursuant to the Merger Agreement) will be determined on a NAV-for-NAV basis (determined shortly before the Closing Date on the basis of methodologies that were considered and approved by the BCIC Board), supporting a determination that the interests of the BCIC Stockholders will not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Merger.
Potential Benefits of the Merger as Compared to Other Strategic Options. The BCIC Special Committee and the BCIC Board considered the potential benefits of the Merger, including the anticipated expense savings, merger with a known, diversified portfolio with significant overlap and other benefits noted above, relative to other strategic options, such as a merger between BCIC and an unaffiliated BDC or a liquidation. In this regard, the BCIC Special Committee and the BCIC Board considered the continuity of investment experience for BCIC Stockholders by remaining in an investment vehicle managed by BlackRock investment professionals as compared to an unaffiliated BDC. Also taken into account by the BCIC Special Committee and the BCIC Board was that BCIC Stockholders would likely prefer the more immediate benefits of the proposed Merger as compared to the uncertainty of valuations over an extended time period in a liquidation scenario.
Opinion of KBW, Financial Advisor to the BCIC Special Committee. The BCIC Special Committee considered the financial presentation, dated September 5, 2023, of KBW provided to and reviewed with the BCIC Special Committee and the opinion, dated September 5, 2023, of KBW to the BCIC Special Committee and BCIC Board as to, as of the date of the opinion, the fairness, from a financial point of view, to the holders of BCIC Common Stock of the Exchange Ratio in the Merger, as more fully described below in the section entitled “The Merger — Opinion of the Financial Advisor to the BCIC Special Committee.” At the request of the BCIC Special Committee, KBW also attended the special telephonic and video meeting of the BCIC Board following the delivery of its opinion to provide the BCIC Board with the opportunity to discuss KBW’s opinion.
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In the course of their deliberations, the BCIC Board and the BCIC Special Committee also considered a variety of risks and certain potentially negative factors that could cause the Merger not to close or the anticipated benefits of the Merger not to be realized, including the following (which are not in any relative order of importance):
Failure to Close. The Merger may not be completed or completion may be delayed for reasons beyond the control of TCPC or BCIC, including an inability to obtain the required TCPC or BCIC Stockholder Approval.
Management Diversion. It is possible that the attention of management may be diverted during the period prior to completion of the Merger, which may adversely affect BCIC’s business.
Restrictions on Conduct of Business. The restrictions on the conduct of BCIC’s business prior to completion of the Merger, requiring BCIC to conduct its business only in the ordinary course of business in all material respects, subject to specific limitations, could delay or prevent BCIC from undertaking certain business opportunities that may arise pending completion of the Merger.
Restrictions on Superior Proposals. The Merger Agreement includes restrictions on the ability of BCIC to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions (as more fully described in the section entitled “Description of the Merger Agreement — Additional Agreements”), which could have the effect of discouraging such proposals from being made or pursued.
Fees Associated with the Merger. Except certain expenses that will be shared with TCPC and expenses incurred by BCIC that will be paid, offset or reimbursed by BCIA (up to a certain amount, as described more fully in “Advisor Transaction Expense Sharing”), BCIC will be responsible for the expenses incurred by BCIC in connection with the Merger and the completion of the transactions contemplated by the Merger Agreement, whether or not the Merger is ultimately consummated. If the Merger is not consummated, the payment, offset or reimbursement of certain transaction expenses by the Advisors will be limited to an aggregate amount of $3 million, rather than $6 million.
Litigation Risk. Mergers of publicly traded companies are frequently the subject of litigation. If any litigation arises in connection with the Merger, even if any plaintiff’s claims are without merit, it could divert management time and resources away from BCIC’s business.
Other Risks. There are various other risks associated with the Merger and the business of BCIC and the combined company described in the section entitled “Risk Factors” beginning on page 22 and in the section entitled “Special Note Regarding Forward-Looking Statements” beginning on page 31.
This discussion of the information and factors that the BCIC Special Committee and the BCIC Board considered in making their decisions is not intended to be exhaustive, but includes the material benefits, risks and other factors considered by the BCIC Special Committee and the BCIC Board. Because of the wide variety of factors considered in connection with the evaluation of the Merger and Merger Agreement and the complexity of those matters, the BCIC Board and the BCIC Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the BCIC Special Committee and the BCIC Board may have given different weights to different factors.
The BCIC Special Committee consulted with KBW, as its financial advisor regarding financial matters, in connection with its evaluation of the financial terms of the Merger. In addition, the BCIC Special Committee and the BCIC Board relied on their legal advisors for legal analysis in connection with the transactions contemplated by the Merger Agreement, including the Merger.
The BCIC Special Committee and, upon the unanimous recommendation of the BCIC Special Committee, the BCIC Board considered all of these factors and others as a whole and, on balance, determined the Merger to be in the best interests of BCIC and BCIC Stockholders and unanimously approved the Merger and the Merger Agreement.
TCPC Board Recommendation
The TCPC Board, upon recommendation of the TCPC Special Committee, has unanimously approved the Merger Agreement, including the Merger and the related transactions, and the proposed issuance of additional TCPC Common Stock in connection with the Merger, and directed that the proposed issuance of additional TCPC Common Stock in connection with the Merger be submitted to the TCPC Stockholders for approval at the TCPC Special Meeting. The TCPC Board unanimously recommends that TCPC Stockholders vote “FOR” the TCPC Stock Issuance Proposal.
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BCIC Board Recommendation
The BCIC Board, upon recommendation of the BCIC Special Committee, has unanimously approved the Merger Agreement, including the Merger and the related transactions, and directed that the Merger Agreement be submitted to the BCIC Stockholders for approval at the BCIC Special Meeting. The BCIC Board unanimously recommends that BCIC Stockholders vote “FOR” the BCIC Merger Proposal.
Prospective Financial Information Provided by TCP and BCIA
Neither TCPC nor BCIC (or TCP or BCIA on their behalf), as a matter of course, makes public long-term projections as to their respective future investment income, net investment income or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, TCP provided certain unaudited forecasted financial information to the TCPC Special Committee and the TCPC Board in connection with their evaluation of the proposed Merger and to Houlihan Lokey, who was authorized to use and rely upon such information for purposes of providing financial advice to the TCPC Special Committee. In addition, BCIA provided certain unaudited forecasted financial information to the BCIC Special Committee and the BCIC Board in connection with their evaluation of the proposed Merger, and to KBW, who was authorized to use and rely upon such information for purposes of providing financial advice to the BCIC Special Committee. The prospective financial information contained in this joint proxy statement/prospectus was prepared for internal use and not with a view to public disclosure and is being included in this joint proxy statement/prospectus only because the prospective financial information was provided to the TCPC Special Committee and BCIC Special Committee in connection with their evaluation of the proposed Merger or to Houlihan Lokey and KBW who were authorized to use and rely upon such information for purposes of providing financial advice to the TCPC Special Committee and the BCIC Special Committee, respectively. The summary of the projections and prospective financial information included in this joint proxy statement/prospectus are not being provided to influence the decision of TCPC Stockholders to vote for the TCPC Stock Issuance Proposal or BCIC Stockholders to vote for the BCIC Merger Proposal.
The prospective financial information was not prepared with a view to compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information does not purport to present operations in accordance with U.S. generally accepted accounting principles, and TCPC’s and BCIC’s registered public accounting firms have not examined, compiled or otherwise applied procedures to the prospective financial information and accordingly assume no responsibility for such information.
The prospective financial information provided by TCP and BCIA on behalf of TCPC and BCIC, respectively, was based solely on the information available to the management of TCP and BCIA at that time. The inclusion of the prospective financial information in this joint proxy statement/prospectus should not be regarded as an indication that the prospective financial information will be necessarily predictive of actual future results, and the forecasts should not be relied upon as such. None of TCPC, BCIC, TCP, BCIA or any other person makes any representation to any security holders regarding the ultimate performance of TCPC or BCIC, as applicable, compared to the prospective financial information set forth in this joint proxy statement/prospectus.
The prospective financial information is not fact and reflects numerous assumptions and estimates as to future events made by TCP and BCIA that were believed to be reasonable at the time the prospective financial information was prepared and other factors such as industry performance and general business, economic, regulatory, market and financial conditions, as well as factors specific to the businesses of TCPC and BCIC, all of which are difficult to predict and many of which are beyond the control of TCPC and BCIC. Other persons attempting to project the future results of TCPC and BCIC will make their own assumptions that could result in projections materially different than those presented in this joint proxy statement/prospectus. In addition, the prospective financial information does not take into account any circumstances or events occurring after the date that they were prepared. Further, the prospective financial information does not take into account the effect of any failure to occur of the Merger. Accordingly, there can be no assurance that the prospective financial information will be realized, and actual results could vary significantly from those reflected in the prospective financial information.
Neither TCPC nor BCIC intends to update or otherwise revise the prospective financial information to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the prospective financial information are shown to be in error. The
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projections and prospective financial information in this joint proxy statement/prospectus are forward-looking statements. These statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”
Opinion of the Financial Advisor to the TCPC Special Committee
On September 5, 2023, Houlihan Lokey orally rendered its opinion to the TCPC Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the TCPC Special Committee dated September 5, 2023), as to, as of September 5, 2023, the fairness, from a financial point of view, to TCPC of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement.
Houlihan Lokey’s opinion was directed to the TCPC Special Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to TCPC of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this joint proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the TCPC Special Committee, the TCPC Board, any security holder of TCPC or any other person as to how to act or vote with respect to any matter relating to the Merger.
In arriving at its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:
reviewed a draft of the Merger Agreement, received by Houlihan Lokey on September 4, 2023;
reviewed certain publicly available business and financial information relating to BCIC and TCPC that Houlihan Lokey deemed to be relevant;
reviewed certain information relating to the historical, current and future operations, financial condition and prospects of BCIC and TCPC made available to Houlihan Lokey by BCIA and TCP, including (a) financial projections prepared by the management of the Advisors relating to BCIC (the “BCIC Projections”), (b) financial projections prepared by the management of the Advisors relating to TCPC (the “TCPC Projections”), and (c) solely for illustrative purposes, financial projections prepared by the management of the Advisors relating to TCPC after giving effect to the Merger (the “Pro Forma TCPC Projections”);
spoke with certain members of the management of the Advisors and certain of its representatives and advisors regarding the respective businesses, operations, financial condition and prospects of BCIC and TCPC, the Merger and related matters;
compared the financial and operating performance of BCIC and TCPC with that of companies with publicly traded equity securities that Houlihan Lokey deemed to be relevant;
considered the publicly available financial terms of certain transactions that Houlihan Lokey deemed to be relevant;
reviewed the NAV per share of BCIC and the NAV per share of TCPC as of June 30, 2023, prepared and provided to Houlihan Lokey by the Advisors and publicly reported (the “June 30, 2023 NAVs”);
compared the Exchange Ratio, determined on the basis of the June 30, 2023 NAVs, to the relative value reference ranges that Houlihan Lokey believed were indicated by its financial analyses of BCIC and TCPC;
reviewed the current and historical market prices for certain of TCPC’s and BCIC’s publicly traded equity securities; and
conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.
Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, with the TCPC Special Committee’s consent and approval, Houlihan Lokey assumed that
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the TCPC Projections, the BCIC Projections and the Pro Forma TCPC Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the Advisors’ management, as applicable, as to the future financial results and condition of BCIC or TCPC, as applicable, on a standalone basis and TCPC after giving effect to the Merger, respectively. At the TCPC Special Committee’s direction, Houlihan Lokey assumed that the BCIC Projections and the TCPC Projections provided a reasonable basis on which to evaluate BCIC, TCPC and the Merger, and Houlihan Lokey, at the TCPC Special Committee’s direction, used and relied upon the TCPC Projections and the BCIC Projections for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the TCPC Projections, the BCIC Projections, the Pro Forma TCPC Projections or the respective assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of BCIC or TCPC since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to it that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by it incomplete or misleading.
Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger would be satisfied without waiver thereof, and (d) the Merger would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto that would be material to its analyses or opinion. Houlihan Lokey also assumed that the Merger would qualify, for federal income tax purposes, as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of BCIC or TCPC, or otherwise have an effect on the Merger, BCIC or TCPC or any expected benefits of the Merger that would be material to its analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ from the draft of the Merger Agreement identified above in any respect material to its analyses or opinion.
Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of BCIC, TCPC or any other party. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which BCIC or TCPC was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which BCIC or TCPC was or may have been a party or was or may have been subject.
Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from third parties with respect to the Merger, the securities, assets, businesses or operations of TCPC, BCIC or any other party, or any alternatives to the Merger, or (b) advise the TCPC Special Committee, the TCPC Board or any other party with respect to alternatives to the Merger. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Houlihan Lokey did not express any opinion as to what the value of TCPC Common Stock actually would be when issued pursuant to the Merger or the price or range of prices at which BCIC Common Stock or TCPC Common Stock may be purchased or sold, or otherwise be transferable, at any time. Houlihan Lokey assumed that the shares of TCPC Common Stock to be issued in the Merger to holders of BCIC Common Stock would be listed on the Nasdaq Global Select Market immediately following the consummation of the Merger.
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Houlihan Lokey’s opinion was furnished for the use of the TCPC Special Committee (in its capacity as such) and, at the request of the TCPC Special Committee, the TCPC Board (in its capacity as such) in connection with their evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the TCPC Special Committee, the TCPC Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.
Houlihan Lokey’s opinion only addressed the fairness, from a financial point of view, to TCPC of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger, any related transaction or any agreement, arrangement or understanding entered into in connection therewith or otherwise, including, without limitation, the termination of the investment advisory agreement between BCIC and BCIA or the termination of the administration agreement between BCIC and BlackRock Financial Management, Inc. Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the TCPC Special Committee, the TCPC Board, TCPC, its security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Exchange Ratio to the extent expressly specified in its opinion), (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of TCPC, or to any other party, except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might have been available for TCPC, BCIC or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of TCPC’s or any other party’s security holders or other constituents vis-à-vis any other class or group of TCPC’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration among or within such classes or groups of security holders or other constituents), (vi) the appropriate capital structure of TCPC, whether TCPC should be issuing debt or equity securities or a combination of both in the Merger, or the form, structure or any aspect or terms of any debt or equity financing for the Merger or the likelihood of obtaining such financing, (vii) whether or not TCPC, BCIC, their respective security holders or any other party is receiving or paying reasonably equivalent value in the Merger, (viii) the solvency, creditworthiness or fair value of TCPC, BCIC or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (ix) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Exchange Ratio or otherwise. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the TCPC Special Committee, on the assessments by the TCPC Special Committee, the TCPC Board, TCPC and their respective advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to BCIC, TCPC and the Merger or otherwise.
In preparing its opinion to the TCPC Special Committee, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.
In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of
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its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to TCPC, BCIC or the proposed Merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the TCPC Projections and the BCIC Projections and the implied Exchange Ratio reference ranges indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of TCPC and BCIC. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.
Houlihan Lokey’s opinion was one of the many factors considered by the TCPC Special Committee in evaluating the proposed Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the TCPC Special Committee or the TCPC Board with respect to the Merger or the Merger Consideration. The type and amount of consideration payable in the Merger were determined through negotiation between TCPC and BCIC, and the decision to enter into the Merger Agreement was solely that of the TCPC Special Committee and the TCPC Board.
Material Financial Analyses
The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the TCPC Special Committee on September 5, 2023. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.
For purposes of its analyses, Houlihan Lokey reviewed the June 30, 2023 NAVs of TCPC and BCIC, prepared and provided to Houlihan Lokey by the Advisors, and compared the implied Exchange Ratio, determined on the basis of the June 30, 2023 NAVs, of 0.3344 shares of TCPC Common Stock for each share of BCIC Common Stock to the relative value reference ranges that Houlihan Lokey believed were indicated by its financial analyses of TCPC and BCIC.
For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including:
Net Investment Income Per Share — generally, the amount of the relevant company’s income received from investment assets minus associated investment expenses for a specified period, divided by the number of shares outstanding of such company.
Last Quarter Annualized Dividends Per Share — generally, the annualized amount of the relevant company’s recurring cash distributions (excluding one-time or special dividends) for the most recent calendar quarter, divided by the number of shares outstanding of such company.
Net Asset Value Per Share — generally, the total value of all assets, less any liabilities, of the relevant company, divided by the number of shares outstanding of such company as of a specified date.
Unless the context indicates otherwise, share prices used in the selected companies analysis described below were based on the closing price of the common stock of the selected companies listed below as of August 30, 2023, and transaction values for the selected transactions analysis described below were calculated on an equity value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of future financial performance of TCPC relied upon for the financial analyses described below were based on the TCPC Projections, and the estimates of future financial performance of BCIC relied upon for the financial analyses described below were based on the BCIC Projections. The estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.
Selected Companies Analysis. Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant. The financial data reviewed included:
Stock price as a multiple of estimated Net Investment Income Per Share for the calendar year ending December 31, 2023, or “Price-to-CY 2023E Net Investment Income”;
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Stock price as a multiple of estimated Net Investment Income Per Share for the calendar year ending December 31, 2024, or “Price-to-CY 2024E Net Investment Income”;
Last Quarter Annualized Dividend Per Share divided by stock price, or “LQA Dividend Yield”; and
Stock price as a multiple of Net Asset Value Per Share as of June 30, 2023, or “Price-to-Net Asset Value.”
With respect to TCPC, the selected companies and resulting high, mean, median and low financial data were:
Bain Capital Specialty Finance, Inc.;
Barings BDC, Inc.;
Carlyle Secured Lending, Inc.;
CION Investment Corporation;
Crescent Capital BDC, Inc.;
MidCap Financial Investment Corporation; and
PennantPark Floating Rate Capital Ltd.
 
Price/
Net Investment Income Per Share
Price/
6/30/2023 Net Asset
Value Per Share
LQA Dividend
Yield
 
CY 2023E
CY 2024E
High
8.1x
8.7x
0.98x
12.2%
Mean
7.4x
7.9x
0.87x
10.9%
Median
7.5x
7.9x
0.89x
11.2%
Low
6.4x
7.3x
0.73x
9.9%
With respect to BCIC, the selected companies and resulting high, mean, median and low financial data were:
Fidus Investment Corporation;
Gladstone Capital Corporation;
Monroe Capital Corporation;
Portman Ridge Finance Corporation;
Stellus Capital Investment Corporation; and
WhiteHorse Finance, Inc.
 
Price/
Net Investment Income Per Share
Price/
6/30/2023 Net Asset
Value Per Share
LQA Dividend
Yield
 
CY 2023E
CY 2024E
High
8.8x
8.7x
1.09x
14.3%
Mean
7.3x
7.7x
0.94x
11.5%
Median
7.2x
7.7x
0.97x
11.4%
Low
5.8x
6.3x
0.75x
8.5%
TCPC. Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected ranges of 6.0x to 8.0x to TCPC’s estimated Net Investment Income Per Share for the fiscal year ending December 31, 2023, or “FY 2023E Net Investment Income Per Share,” 6.5x to 8.5x to TCPC’s estimated Net Investment Income Per Share for the fiscal year ending December 31, 2024, or “FY 2024E Net Investment Income Per Share,” 12.5% to 10.5% to TCPC’s Last Quarter Annualized Dividend Per Share and 0.90x to 1.00x to TCPC’s June 30, 2023 Net Asset Value Per Share.
BCIC. Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected ranges of 6.0x to 8.0x to BCIC’s estimated FY 2023E Net Investment Income Per Share, 6.5x to 8.5x to BCIC’s estimated FY 2024E Net Investment Income Per Share, 13.0% to 11.0% to BCIC’s Last Quarter Annualized Dividend Per Share and 0.75x to 0.95x to BCIC’s June 30, 2023 Net Asset Value Per Share.
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The selected companies analysis indicated implied Exchange Ratio reference ranges of 0.1927x to 0.3425x shares of Acquiror common stock for each share of BCIC Common Stock based on estimated FY 2023E Net Investment Income Per Share, 0.2086x to 0.3567x shares of TCPC Common Stock for each share of BCIC Common Stock based on estimated FY 2024E Net Investment Income Per Share, 0.2376x to 0.3342x shares of TCPC Common Stock for each share of BCIC Common Stock based on Last Quarter Annualized Dividend Per Share and 0.2508x to 0.3529x shares of TCPC Common Stock for each share of BCIC Common Stock based on Net Asset Value Per Share, in each case as compared to the implied Exchange Ratio of 0.3344x shares of TCPC Common Stock for each share of BCIC Common Stock based on the June 30, 2023 NAVs of TCPC and BCIC.
Selected Transactions Analysis. Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. The financial data reviewed included transaction value as a multiple of Net Asset Value Per Share, and the selected transactions and resulting high, mean, median and low financial data were:
Date
Announced
Date
Effective
Target
Acquiror
October 2022
March 2023
First Eagle Alternative Credit BDC
Crescent Capital BDC
September 2022
January 2023
Oaktree Strategic Income II, Inc.
Oaktree Specialty Lending Corp.
December 2021
April 2022
SLR Senior Investment Corp.
SLR Investment Corp.
September 2021
February 2022
Sierra Income Corp.
Barings BDC, Inc.
December 2020
June 2021
Harvest Capital Credit Corporation
Portman Ridge Finance Corporation
November 2020
June 2021
FS KKR Capital Corp II
FS KKR Capital Corp