8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) August 24, 2016 (August 24, 2016)

TCP CAPITAL CORP. (Exact Name of Registrant as Specified in Charter)

Delaware	814-00899	56-2594706
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

2951 28th Street, Suite 1000
Santa Monica, California	90405
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code (310) 566-1000

(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:

☐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 5.02 Election of Directors; Appointment of Certain Officers.

On August 24, 2016, the registrant issued a press release, included herewith as Exhibit 99.1, announcing the registrant’s board of directors (“the Board”) appointed M. Freddie Reiss as an independent director to the Board effective August 24, 2016. The Board has determined that Mr. Reiss is not an “interested person” as defined in Section 2(a)(19) of the Investment Company Act of 1940 and is independent within the meaning of the independence standards of the NASDAQ Marketplace Rules.

In the last fiscal year, the registrant has not engaged in any transaction in which Mr. Reiss or a person related to Mr. Reiss had a direct or indirect material interest. To the registrant’s knowledge, there is no arrangement or understanding between any of its officers and directors and Mr. Reiss pursuant to which Mr. Reiss was selected to serve as a director.

The information disclosed under this Item 5.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated as of August 24, 2016.

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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.

	TCP CAPITAL CORP.
Date: August 24, 2016
	By:	/s/ Elizabeth Greenwood
	Name:	Elizabeth Greenwood
	Title:	Chief Compliance Officer

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Exhibit Index

Exhibit Number	Description
99.1	Press Release, dated as of August 24, 2016.

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EX-99.1

Exhibit 99.1

M. FREDDIE REISS NAMED INDEPENDENT DIRECTOR

AT TCP CAPITAL CORP.

SANTA MONICA, Calif. – August 24, 2016 – TCP Capital Corp. (“TCPC”) today announced the appointment of M. Freddie Reiss as an independent director. The addition of Mr. Reiss will expand TCPC’s Board of Directors to seven members. Mr. Reiss will serve on the Audit Committee, Governance and Compensation Committee, and Joint Transactions Committee.

Mr. Reiss has over 30 years of experience in strategic planning, M&A due diligence, cash management, forensic accounting and valuation. Mr. Reiss retired from his role as a senior managing director at FTI Consulting in 2013. Prior to joining FTI, he was a partner and west region leader at PricewaterhouseCoopers. He serves on a number of boards including Contech Engineered Solutions and Ares Dynamic Allocation Credit Fund. Mr. Reiss was an independent director and member of the audit committee of Tennenbaum Capital Partners’ Special Value Opportunities Fund. He is a Certified Public Accountant in California and New York.

“Freddie previously provided great value to us as an independent director of one of our registered funds and we are extremely pleased to have him join us a director of TCPC,” said Howard Levkowitz, TCP Capital Corp. Chairman and CEO. “Freddie’s skills are a strong complement to the Board’s existing talents and we look forward to working with him to continue generating strong returns for our shareholders.”

About TCP Capital Corp.

TCP Capital Corp. (NASDAQ: TCPC) is a specialty finance company focused on performing credit lending to middle-market companies as well as small businesses. TCPC lends primarily to companies with established market positions, strong regional or national operations, differentiated products and services and sustainable competitive advantages, investing across industries in which it has significant knowledge and expertise. TCPC’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. TCPC is a publicly-traded business development company, or BDC, regulated under the Investment Company Act of 1940 and is externally managed by its advisor, Tennenbaum Capital Partners, LLC, a leading alternative investment manager. For more information, visit www.tcpcapital.com.

FORWARD-LOOKING STATEMENTS

Prospective investors considering an investment in TCP Capital Corp. should consider the investment objectives, risks and expenses of the company carefully before investing. This information and other information about the company are available in the company’s filings with the Securities and Exchange Commission ("SEC"). Copies are available on the SEC’s website at www.sec.gov and the company’s website at www.tcpcapital.com. Prospective investors should read these materials carefully before investing.

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, changes in general economic conditions or changes in the conditions of the industries in which the company makes investments, risks associated with the availability and terms of financing, changes in interest rates, availability of transactions, and regulatory changes. Certain factors that could cause actual results to differ materially from those contained in the forward-looking statements are included in the "Risks" section of the company’s shelf registration statement declared effective on May 6, 2016, and the company’s subsequent periodic filings with the SEC. Copies are available on the SEC’s website at www.sec.gov and the company’s website at www.tcpcapital.com. Forward-looking statements are made as of the date of this press release, and are subject to change without notice. The company has no duty and does not undertake any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.

Contact 

TCP Capital Corp. Jessica Ekeberg

310-566-1094investor.relations@tcpcapital.com