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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2005
BLACKROCK KELSO CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 814-00712 20-2725151
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40 East 52nd Street, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 810-5800
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_______________________________________________________________________________
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
On July 25, 2005, BlackRock Kelso Capital Corporation (the "Registrant")
completed a private placement of approximately 35.4 million shares of its
common stock, par value $0.001 per share (the "Common Stock"), at a price of
$15.00 per share for aggregate gross proceeds to the Registrant of
approximately $530.4 million, before $1.6 million in fees and estimated
expenses. The issuance of the Common Stock was exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to
Section 4(2) of the Act and Regulation D, Rule 506 promulgated thereunder for
transactions not involving a public offering and based on the fact that the
Common Stock was issued to institutional or accredited investors.
Wachovia Capital Markets, LLC ("Wachovia"), a broker-dealer registered
with the Securities and Exchange Commission and the National Association of
Securities Dealers, acted as placement agent for the Registrant in connection
with a portion (approximately 3% of gross proceeds) of the private placement
referenced above and was paid a placement fee by the Registrant of
approximately $500,000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BlackRock Kelso Capital Corporation
(Registrant)
By: /s/ Michael B. Lazar
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Date: July 28, 2005 Michael B. Lazar
Chief Operating Officer