Filed
pursuant to Rule 424(B)(5)
File
No. 333-267593
PROSPECTUS SUPPLEMENT
(To
prospectus dated September 23, 2022)
$325,000,000
BlackRock TCP Capital Corp.
6.95%
Notes due 2029
We
are offering $325.0 million in aggregate principal amount of 6.95% notes due 2029 (the “Notes”). The Notes will mature
on May 30, 2029. We will pay interest on the Notes on May 30 and November 30 of each year, beginning on November 30, 2024.
In our sole discretion, we may redeem the Notes in whole or in part at any time or from time to time at the redemption price set
forth under “Description of the Notes—Optional Redemption” in this prospectus supplement. In addition, holders may
require us to repurchase the Notes for 100% of their principal amount upon the occurrence of a Change of Control Repurchase Event
(as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
The
Notes will be our direct unsecured obligations and will be pari passu, or equally in right
of payment, with all outstanding and future unsubordinated indebtedness issued by us. Because the Notes will not be secured by any of
our assets or any of the assets of our subsidiaries, they will be effectively junior to all of our existing and future secured indebtedness
(including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets
securing such indebtedness. The Notes will be structurally subordinated to all existing and future indebtedness and other obligations
of any of our subsidiaries since the Notes will be exclusively our obligations and not that of any of our subsidiaries. None of our existing
subsidiaries is or will be a guarantor of the Notes and the Notes will not be required to be guaranteed by any subsidiary we may acquire
or create in the future. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or
future secured indebtedness may assert rights against the assets pledged to secure that indebtedness in order to receive full payment
of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes, and any assets of our
subsidiaries will not be directly available to satisfy the claims of our creditors, including holders of the Notes.
Tennenbaum
Capital Partners, LLC (the “Advisor”) serves as our investment advisor. Our Advisor is a wholly-owned, indirect subsidiary
of BlackRock, Inc. (together with its subsidiaries, “BlackRock”). BlackRock is a leading publicly traded investment management
firm, with approximately $10.5 trillion of assets under management as of March 31, 2024. Series H of SVOF/MM, LLC, an affiliate
of our Advisor, provides the administrative services necessary for us to operate.
You
should read this prospectus supplement and the accompanying prospectus carefully before you invest in the Notes.
We may not sell the Notes through agents, underwriters or dealers without delivery of the prospectus
and a prospectus supplement describing the method and terms of the offering of the Notes.
Investing
in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage. Before buying any of our
securities, you should read the discussion of the material risks of investing in our securities in “Risks” beginning on page
S-
8 of this prospectus supplement and, on page
9 of the accompanying prospectus, “Risk
Factors” in our most recent Annual Report on Form 10-K and our Quarterly Report for the fiscal quarter ended March 31, 2024,
in any of our other filings with the Securities and Exchange Commission (“SEC”) incorporated by reference herein and in any
related free writing prospectus.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement
or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Public
offering price(1) |
|
|
98.888% |
|
|
$321,386,000 |
Underwriting
discount (sales load) |
|
|
1.600% |
|
|
$5,200,000 |
Proceeds,
before expenses, to the Company(1)(2) |
|
|
97.288% |
|
|
$316,186,000 |
(1)
|
The public offering price
set forth above does not include accrued interest, if any. Interest on the Notes will accrue from May 30, 2024. |
(2)
|
We estimate that we will
incur expenses of approximately $0.3 million in connection with this offering, resulting in net proceeds, after expenses and
underwriting discount, to us of approximately $315.9 million. |
BlackRock
TCP Capital Corp. (the “Company”) is an externally managed, closed-end, non-diversified management investment company that
has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940
Act”). Our investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis
on principal protection. We seek to achieve this investment objective primarily through investments in debt securities of middle-market
companies as well as small businesses. Our primary investment focus is investing in and originating leveraged loans to performing middle-market
companies as well as small businesses.
This
prospectus supplement and the accompanying prospectus contain important information you should know before investing in the Notes. We
may also authorize one or more free writing prospectuses to be provided to you in connection with this offering. You should carefully
read this prospectus supplement, the accompanying prospectus, any related free writing prospectus, and the documents incorporated by reference
herein or therein, as applicable, before you invest and keep such documents for future reference. We file annual, quarterly and current
reports, proxy statements and other information about us with the SEC. We maintain a website at http://www.tcpcapital.com and we make
all of our annual, quarterly and current reports, proxy statements and other publicly filed information available, free of charge, on
or through this website. You may also obtain free copies of our annual and quarterly reports and make inquiries by contacting us at BlackRock
TCP Capital Corp., 2951 28th Street, Suite 1000, Santa Monica, CA 90405, Attention: Investor Relations or by calling us collect
at (310) 566-1000. The SEC maintains a website at http://www.sec.gov where such information is available without charge upon request.
Information contained on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus,
and you should not consider information contained on our website to be part of this prospectus supplement or the accompanying prospectus.
The
debt securities in which we typically invest are either rated below investment grade by independent rating agencies or would be rated
below investment grade if such securities were rated by rating agencies. Below investment grade securities, which are often referred to
as “hybrid securities,” “junk bonds” or “leveraged loans” are regarded as having predominantly speculative
characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may be illiquid and difficult to
value and typically do not require repayment of principal prior to maturity, which potentially heightens the risk that we may lose all
or part of our investment. In addition, a substantial majority of the Company’s debt investments include interest reset provisions
that may make it more difficult for the borrowers to make debt repayments to the Company if the reset provision has the effect of increasing
the applicable interest rate.
Delivery
of the Notes in book-entry form only through The Depository Trust Company will be made on or about May 30, 2024.
THE
NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
Joint Book-Running Managers
Morgan
Stanley |
BofA Securities |
SMBC Nikko |
Prospectus
Supplement dated May 22, 2024.