UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): February 23, 2024

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(Exact name of registrant as specified in its charter)

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New York, NY 10001

(Address of principal executive offices)

 

(Registrant’s telephone number, including area code): (212) 810-5800

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR§ 240. 12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

On September 6, 2023, Blackrock Capital Investment Corporation, a Delaware corporation (“BCIC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock TCP Capital Corp., a Delaware corporation (“TCPC”), BCIC Merger Sub, LLC (f/k/a Project Spurs Merger Sub, LLC), a Delaware limited liability company and an indirect wholly-owned subsidiary of TCPC (“Merger Sub”), BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company (“BCIA”), the external adviser to BCIC and Tennenbaum Capital Partners, LLC, a Delaware limited liability company and wholly-owned subsidiary of BCIA, the external adviser to TCPC (“TCP” and, collectively with BCIA, the “Advisers”).  The Merger Agreement was amended and restated on January 10, 2024.

 

The Merger Agreement provides that, at the effective time, BCIC shall merge with and into Merger Sub, and the separate existence of BCIC shall cease and Merger Sub shall be the surviving company of the Merger and shall continue its existence under Delaware law (the “Merger”).

 

As of the date of this Current Report on Form 8-K (the “Current Report”), two stockholder demand letters have been sent to BCIC and the BCIC Board.  These letters allege the two stockholders’ respective beliefs that the registration statement filed on Form N-14 with respect to the Merger contains materially misleading and incomplete statements. The definitive joint proxy statement / prospectus of BCIC and TCPC contained therein is referred to as the “Joint Proxy Statement.”

 

BCIC believes that it has previously disclosed all material information required to be disclosed to its stockholders to ensure that the Joint Proxy Statement as of the date of its filing is complete and correct such that its stockholders can make an informed vote at the Special Meeting (as defined below) and that any additional disclosures requested by stockholders in the aforementioned letters are immaterial. Accordingly, BCIC believes these claims are without merit. However, in an attempt to reduce the costs, risks and uncertainties inherent in potential litigation and to maximize BCIC’s net asset value at the time of the Merger, BCIC has determined to voluntarily supplement the Joint Proxy Statement as described in this Current Report. Nothing in this Current Report shall be deemed an admission of the legal necessity or materiality of any of these disclosures under applicable law. Rather, BCIC and the BCIC Board specifically deny all allegations in the stockholder letters that any additional disclosure was or is required.

 

ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE OF THE BCIC BOARD, COMPRISED OF ALL OF THE INDEPENDENT DIRECTORS, THE BCIC BOARD CONTINUES TO UNANIMOUSLY RECOMMEND THAT BCIC STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL (AS DEFINED IN THE JOINT PROXY STATEMENT).

 

These supplemental disclosures will not affect the merger consideration to be received by BCIC stockholders in connection with the Merger or the timing of the special meeting of BCIC stockholders to be held virtually on Thursday, March 7, 2024 at 12:00 p.m. Eastern Time (the “Special Meeting”).

 

The following disclosures supplement the disclosures contained in the Joint Proxy Statement and should be read in conjunction with the disclosures contained in the Joint Proxy Statement, which should be read carefully and in its entirety before authorizing a proxy to vote. All page references are to pages in the Joint Proxy Statement, and terms used below have the meanings set forth in the Joint Proxy Statement.

 

The last full paragraph on p. 46 in the “Background of the Merger” section is supplemented as follows:

 

The BCIC Special Committee was formed to consider strategic alternatives including an affiliated merger, which may present conflicts for interested directors. The BCIC Special Committee has been delegated broad authority to engage such financial and legal advisors and take such actions as are necessary to evaluate strategic options available to the company. The BCIC Special Committee is expected to remain in place through the closing and its members receive per-meeting based compensation, as determined by the BCIC Special Committee.

 

The section captioned “Prospective Financial Information Provided by TCP and BCIA” on page 61 is supplemented as follows:

 

BCIA, on behalf of BCIC, provided the BCIC Special Committee, the BCIC Board and the BCIC Special Committee’s financial advisor, KBW, with the following forecasts and projections of BCIC and TCPC, which were used by KBW in performing dividend discount analyses for TCPC and BCIC in connection with KBW’s opinion, as more fully described below in the section entitled “—Opinion of the Financial Advisor to the BCIC Special Committee:”

 

 

 

 

 

The second paragraph on page 76 captioned “All Selected Transactions” and the subsequent table are hereby supplemented as follows:

 

The low, 25th percentile, median, average, 75th percentile and high multiples for the selected transactions excluded the price-to-LTM NII per share multiples of the Portman Ridge Finance Corp/OHA Investment Corp, East Asset Management, LLC/Rand Capital Corporation and PennantPark Floating Rate Capital Ltd./MCG Capital Corporation transactions, which multiples were considered to be not meaningful because they were negative or greater than 40x.

 

 

The discount rates ranging from 10.6% to 12.6% were selected taking into account a capital asset pricing model implied cost of capital calculation.

 

The following disclosure supplements the third sentence in the paragraph captioned “Dividend Discount Analysis of TCPC” on page 77:

 

The discount rates ranging from 9.6% to 11.6% were selected taking into account a capital asset pricing model implied cost of capital calculation.

 

Forward-Looking Statements

 

This document may contain forward-looking statements that involve substantial risks and uncertainties, including 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. The use of words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “plan,” “estimate” “project,” and “intend” and similar expressions indicate forward-looking statements, although not all forward-looking statements include these words.  Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the Merger closing; (ii) the expected synergies and savings associated with the Merger; (iii) the ability to realize the anticipated benefits of the Merger, including the expected accretion to net investment income and the elimination or reduction of certain expenses and costs due to the Merger; (iv) the percentage of BCIC and TCPC stockholders voting in favor of the proposals submitted for their approval; (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (vii) risks related to diverting management’s attention from ongoing business operations; (viii) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (ix) changes in the economy, financial markets and political environment, including the impacts of inflation and rising interest rates; (x) risks associated with possible disruption in the operations of BCIC and TCPC or the economy generally due to terrorism, war or other geopolitical conflict (including the current conflict between Russia and Ukraine), natural disasters or public health crises and epidemics; (xi) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xii) conditions in BCIC’s and TCPC’s operating areas, particularly with respect to business development companies or regulated investment companies; and (xiii) other considerations that may be disclosed from time to time in BCIC’s and TCPC’s publicly disseminated documents and filings. BCIC has based the forward-looking statements included in this Current Report on Form 8-K on information available to it on the date hereof, and it assumes no obligation to update any such forward-looking statements. Although BCIC undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that BCIC and TCPC in the future may file with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

 

Additional Information and Where to Find It

 

Participants in the Solicitation

 

No Offer or Solicitation

 

This Current Report is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this Current Report is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in TCPC, BCIC or in any fund or other investment vehicle the Advisers and their affiliates.

 

 

(d) Exhibits

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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