defa14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
SCHEDULE 14A
 
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
 
Filed by the Registrant x   
Filed by a Party other than the Registrant ¨
 
Check appropriate box:
 
 
¨
Preliminary Proxy Statement
 
¨
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
¨
Definitive Proxy Statement
 
x
Definitive Additional Materials
 
¨
Soliciting Material under Rule 14a-12
 
 
 
BLACKROCK KELSO CAPITAL CORPORATION
 
 
(Name of Registrant as Specified in Its Charter)
 
 
 
 
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
 
 
Payment of filing fee (Check the appropriate box):
 
 
x
No fee required.
 
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 (1)
Title of each class of securities to which transaction applies:
     

 
 (2)
Aggregate number of securities to which transaction applies:
     


 
1

 



 
 (3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
     

 
 (4)
Proposed maximum aggregate value of transaction:
     

 
 (5)
Total fee paid:
     
 
¨
Fee paid previously with preliminary materials:
 
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
 
 (1)
Amount Previously Paid:
     

 
 (2)
Form, Schedule or Registration Statement No.:
     

 
 (3)
Filing Party:
     

 
 (4)
Date Filed:
     

 


 
BlackRock Kelso Capital Corporation Announces Board Action
 

New York, May 24, 2011—BlackRock Kelso Capital Corporation (NASDAQ:BKCC) (“BlackRock Kelso Capital” or the “Company”) announced today that its Board of Directors (the “Board”) has adopted a policy with respect to the second proposal found in the Company’s definitive proxy statement for its 2011 Annual Meeting (the "Proxy").

In its second proposal, the Company seeks the approval of the holders of its common stock so that it may, in one or more public or private offerings and with approval of the Board and subject to certain other conditions, sell or otherwise issue shares of its common stock at a price below its then current net asset value. If approved by stockholders, the authorization would be effective for a period expiring on the one-year anniversary of the date on which the stockholders approve the authorization.

The Board has adopted a policy that, if the second proposal found in the Proxy is approved by stockholders at the 2011 Annual Meeting, the Company shall not sell or otherwise issue more than 25% of the Company’s then outstanding shares of common stock (immediately prior to such sale or issuance) at a price below its then current net asset value per share.

If you have not yet voted or wish to change your vote on the second proposal found in the Proxy, we urge you to vote by phone or through the internet using the instructions provided on your proxy ballot.  You may also contact Georgeson Inc. at 800-790-6795 if you need assistance with voting.

 
2

 


About BlackRock Kelso Capital Corporation
BlackRock Kelso Capital Corporation is a business development company that provides debt and equity capital to middle-market companies.

The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company invests primarily in middle-market companies in the form of senior and junior secured and unsecured debt securities and loans, each of which may include an equity component, and by making direct preferred, common and other equity investments in such companies.

Available Information
BlackRock Kelso Capital Corporation’s filings with the Securities and Exchange Commission, press releases, earnings releases and other financial information are available on its website at www.blackrockkelso.com.
 
 
 
 

 
3