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) March 9, 2017 (March 9, 2017)

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 March 9, 2017, the registrant issued a press release, included herewith as Exhibit 99.1, announcing that on March 9, 2017, the registrant’s board of directors (“the Board”) appointed Kathleen A. Corbet as an independent director to the Board effective March 9, 2017. The Board has determined that Ms. Corbet 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 Ms. Corbet or a person related to Ms. Corbet 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 Ms. Corbet pursuant to which Ms. Corbet 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 March 9, 2017.

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: March 9, 2017
	By:	/s/ Elizabeth Greenwood
	Name:	Elizabeth Greenwood
	Title:	Chief Compliance Officer and Secretary

EX-99.1

Exhibit 99.1

 KATHLEEN A. CORBET NAMED INDEPENDENT DIRECTOR OF TCP CAPITAL CORP.

SANTA MONICA, Calif. – March 9, 2017 – TCP Capital Corp. (“TCPC”) today announced the appointment of Kathleen A. Corbet as an independent director. Ms. Corbet will serve on the Audit Committee, Governance and Compensation Committee, and Joint Transactions Committee.

“We are extremely pleased to welcome Kathleen to our board of directors,” said Howard Levkowitz, Chairman and CEO of TCP Capital Corp. “Kathleen has extensive leadership, operating and corporate governance expertise. We look forward to her guidance as we continue our mission to provide growth capital solutions to middle-market companies and to generate sustainable and attractive risk-adjusted returns for our shareholders.”

Ms. Corbet is the founder and principal of Cross Ridge Capital, LLC, a firm focused on private investment and strategic consulting for the fin-tech and data sectors. From 2004 to 2007, she was president of the financial market intelligence firm, S&P Global. From 1993 to 2004, she held several executive positions at the global investment management and research firm, Alliance Bernstein LP, including executive vice president and chief executive officer of the firm’s fixed income division and was also a member of the firm’s executive committee. Previously, she was an executive at Equitable Capital Management Corporation where she led the firm’s fixed income division prior to its merger with Alliance Capital.

Ms. Corbet serves as the lead director of MassMutual Financial Group and a director of CEB Inc., formerly known as Corporate Executive Board, and has also contributed to numerous non-profit and civic boards. In 2016, she was named a Board Leadership Fellow by the National Association of Corporate Directors. Ms. Corbet holds a B.S. from Boston College and an M.B.A. from New York University’s Stern School of Business.

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