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 “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.

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:

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.

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.

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.

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.

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.

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):

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.

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 “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.

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:

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.

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.

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.

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 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.

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.

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):

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.

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:

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.

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.

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.

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:

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.

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 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.

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

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 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.”

If the Merger Agreement is terminated, there may be various consequences, including:

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.

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.

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.

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.

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.

Certain rights associated with BCIC Common Stock are different from the rights associated with TCPC Common Stock, For example:

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.”

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.

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.

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.

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.

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.”

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.”

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.”

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.

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.

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.

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:

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.

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.

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.

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.

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.

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.

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.

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.

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.

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):

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.

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.

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.”

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.

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.

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.

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.

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.

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.

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.

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.

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):

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.

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.

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.”

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.

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.

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.

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.

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

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.

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.

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

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

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

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.

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.

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

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

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

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.

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.

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

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.

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):

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.

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.

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

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.

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.

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):

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.

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.

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.

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

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.”

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:

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

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.

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

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.

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:

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:

With respect to TCPC, the selected companies and resulting high, mean, median and low financial data were:

With respect to BCIC, the selected companies and resulting high, mean, median and low financial data were:

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.

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:

Taking into account the results of the selected transactions analysis, Houlihan Lokey applied a selected multiple range of 0.90x to 1.00x to TCPC’s Net Asset Value Per Share and 0.90x to 1.00x to BCIC’s Net Asset Value Per Share.

The selected transactions analysis indicated an implied Exchange Ratio reference range of 0.3009x to 0.3715x shares of TCPC Common Stock for each share of BCIC Common Stock, 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.

Discounted Dividend Analysis. Houlihan Lokey performed a discounted dividend analysis of TCPC and BCIC based on the TCPC Projections and the BCIC Projections, respectively. With respect to TCPC, Houlihan Lokey applied a range of terminal value multiples of 0.90x to 1.00x to TCPC’s estimated 2028E Net Asset Value and discount rates ranging from 11.0% to 9.0%. With respect to BCIC, Houlihan Lokey applied a range of terminal value multiples of 0.75x to 0.95x to BCIC’s estimated 2028E Net Asset Value and discount rates ranging from 11.5% to 9.5%. The discounted dividend analysis indicated an implied Exchange Ratio reference range of 0.2454x to 0.3469x shares of TCPC Common Stock for each share of BCIC Common Stock, 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.

Houlihan Lokey was engaged by the TCPC Special Committee to act as its financial advisor in connection with a possible merger, consolidation, business combination, sale or other similar transaction involving TCPC and BCIC. The TCPC Special Committee engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings, and financial restructurings. Pursuant to its engagement by the TCPC Special Committee, Houlihan Lokey is entitled to a transaction fee of $1,000,000, of which $50,000 became payable to Houlihan Lokey upon its engagement as the TCPC Special Committee’s financial advisor, $300,000 became payable to Houlihan Lokey upon the rendering of its opinion to the TCPC Special Committee and the remainder is contingent upon the consummation of the Merger. TCPC also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses arising out of or relating to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, BCIC, TCPC, or any other party that may be involved in the Merger and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger.

Houlihan Lokey and/or certain of its affiliates have in the past provided and are currently providing financial advisory and/or other services to BlackRock for which Houlihan Lokey and/or its affiliates have received, and may receive, compensation, including, among other things, during the prior two years prior to the date of its opinion, having provided and currently providing valuation advisory services for financial reporting and other purposes for which Houlihan Lokey has received aggregate compensation of approximately $4,000,000. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to BCIC, TCPC, other participants in the Merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, BCIC, TCPC, other participants in the Merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

BCIC engaged Keefe, Bruyette & Woods, Inc. (“KBW”) to render financial advisory and investment banking services to the BCIC Special Committee, including an opinion to the BCIC Special Committee and, as requested by the BCIC Special Committee, the BCIC Board, as to the fairness, from a financial point of view, to the holders of BCIC Common Stock of the Exchange Ratio in the Merger. BCIC selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the Merger. As part of its investment banking business, KBW is regularly engaged in the valuation of BDC securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the BCIC Special Committee and the BCIC Board held on September 5, 2023 at which the BCIC Special Committee and the BCIC Board evaluated the Merger. 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. The BCIC Board, upon recommendation of the BCIC Special Committee, approved the Merger Agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. 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 addressed only the fairness, from a financial point of view, of the Exchange Ratio in the Merger to the holders of BCIC Common Stock. It 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 or act in connection with the Merger or any other matter, nor does it constitute a recommendation as to whether or not any such stockholder should enter into a voting, stockholders’, affiliates’ or other agreement with respect to the Merger or exercise any dissenters’ or appraisal rights that may be available to such stockholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

At the direction of BCIC and with the consent of the BCIC Special Committee, KBW relied upon and assumed for purposes of its analyses and opinion, without independent verification, that the BCIC Per Share NAV and the TCPC Per Share NAV would be $4.33 and $12.94, respectively, and that, as a result thereof, the Exchange Ratio would be 0.3343x.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of BCIC and TCPC and bearing upon the Merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the BDC industry generally. KBW also participated in discussions with BCIA management regarding the past and current business operations, regulatory relations, financial condition and future prospects of BCIC and TCPC, respectively, and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to assist, and did not assist, BCIC with soliciting indications of interest from third parties regarding a potential transaction with BCIC. KBW did not rely upon a liquidation analysis of BCIC for purposes of its opinion.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information provided to or discussed with KBW or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied, with the consent of BCIC and the BCIC Special Committee, upon BCIA management, as to the reasonableness and achievability of the financial and operating forecasts and projections of BCIC and TCPC referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of BCIA management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management.

It is understood that the foregoing financial information of BCIC and TCPC that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, the widespread disruption, extraordinary uncertainty and unusual volatility arising from global tensions and political unrest, economic uncertainty, inflation, rising interest rates and the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the management of BCIA, and with the consent of BCIC and the BCIC Special Committee, that all such information provided a reasonable basis upon which KBW could form its opinion, and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either BCIC or TCPC since the date of the last financial statements of each such entity that were made available to KBW. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of BCIC or TCPC, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of BCIC or TCPC under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses, the following:

KBW assumed that the Merger would be consummated in a manner that complies with the applicable provisions of the Securities Act, the Exchange Act and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of BCIC that BCIC relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to BCIC, TCPC, Merger Sub, the Merger and any related transaction, and the Merger Agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, of the Exchange Ratio in the Merger to the holders of BCIC Common Stock. KBW expressed no view or opinion as to any other terms or aspects of the Merger or any term or aspect of any related transaction (including the termination of the investment advisory agreement between BCIC and BCIA and the administration agreement between BCIC and BlackRock Financial Management, Inc., the entry into the Amended TCPC Investment Advisory Agreement or the Fee Waiver Agreement), including, without limitation, the form or structure of the Merger or any such related transaction, any consequences of the Merger or any related transaction to BCIC, its stockholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the Merger, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of the opinion and the information made available to KBW through the date of the opinion. There has been significant volatility in the stock and other financial markets arising from global tensions and political unrest, economic uncertainty, inflation, rising interest rates and the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected and may affect the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW expressed no view or opinion as to any changes to the BCIC Per Share NAV or the TCPC Per Share NAV after the date of its opinion from the respective amounts thereof that KBW was directed to assume for purposes of its analyses and opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to: