{"url_path":"/sec/tcpc/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1370755/0001140361-26-023577-index.html","accession_number":"0001140361-26-023577","cik":"0001370755","ticker":"TCPC","issuer_name":"BlackRock TCP Capital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1370755/0001140361-26-023577-index.html","primary_entity_key":"0001370755","primary_entity_name":"BlackRock TCP Capital Corp."},"word_count":1119,"has_tables":true,"body_markdown":"Item 1.01.\n\nEntry into a Material Definitive Agreement.\n\nOn May 27, 2026 (the \"Closing Date\"), BlackRock TCP Capital Corp. (the \"Company\"), through its subsidiary, completed a $535,780,000 securitization of certain loans held by a subsidiary of the Company (the \"CLO Transaction\").\n\n \n\nOn the Closing Date and in connection with the CLO Transaction, BlackRock DLF 2026-C CLO, LLC (the \"CLO Issuer\"), an indirect wholly-owned subsidiary of the Company, entered into a placement agency agreement (the \"Placement Agreement\") with Scotia Capital (USA) Inc., as\nplacement agent (the \"Placement Agent\"), pursuant to which the CLO Issuer agreed to sell certain of the notes to be issued as part of the CLO Transaction pursuant to an indenture (the \"Indenture\") by and between the CLO Issuer and Computershare Trust Company, N.A., as trustee.\n\n \n\nThe notes offered in the CLO Transaction consist of $270,600,000 of AAA(sf) Class A-1 Senior Secured Floating Rate Notes due\n2034, which bear interest at the three-month secured overnight financing rate published by the Federal Reserve Bank of New York (\"SOFR\") plus 1.55% (the \"Class A-1 Notes\"); $54,100,000 of AAA(sf) Class\nA-2 Senior Secured Floating Rate Notes due 2034, which bear interest at the three-month SOFR plus 1.80% (the \"Class A-2 Notes\"); $54,100,000 of AA(sf) Class B Senior Secured Floating Rate Notes due\n2034, which bear interest at the three-month SOFR plus 2.15% (the \"Class B Notes\"); $27,100,000 of A(sf) Class C Secured Deferrable Floating Rate Notes due 2034, which bear interest at the three-month\nSOFR plus 2.70% (the \"Class C Notes\"); and $27,100,000 of BBB-(sf) Class D Secured Deferrable Floating Rate Notes due 2034, which bear interest at the three-month SOFR plus 4.75% (the \"Class D Notes\" and together with the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes, the \"Secured Notes\"). Additionally, on the\nClosing Date, the CLO Issuer issued $102,780,000 of LLC Interests (the \"LLC Interests\"), which do not bear a stated rate of interest. The Secured Notes are collectively referred to herein as the\n\"Notes\".\n\n \n\nThe CLO Transaction is backed by a diversified portfolio of middle-market loan obligations previously originated by certain\nsubsidiaries of the Company (including TCPC Funding II, LLC (“TCPC II”), BCIC Merger Sub, LLC, a Delaware limited liability company (“BCIC Merger Sub”)\nand Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”)) or related entities of the Company, which will be transferred to the Retention Holder; and then sold by the\nRetention Holder to the Issuer on the Closing Date. The Notes are scheduled to mature on July 25, 2034; however, the Class A-1 Notes and Class A-2 Notes may be redeemed by the CLO Issuer on any business day after May 27, 2028, and the Class B\nNotes, Class C Notes and Class D Notes may be redeemed on any business day after May 27, 2027, in each case at the direction of Tennenbaum Capital Partners, LLC (the “Investment Manager”). BlackRock\nDLF-C 2026, LLC (the \"CLO Retention Holder\"), an indirect wholly-owned subsidiary of the Company, acts as retention holder in connection with the CLO Transaction for the purposes of satisfying certain\nU.S. and EU/UK regulations requiring sponsors/original lenders of securitization transactions to retain exposure to the performance of the securitized assets. The CLO Retention Holder sold the Collateral Obligations to the CLO Issuer and holds the\nmost subordinated tranches of securities issued in the CLO Transaction. The Company, through the CLO Retention Holder, has retained 100% of the LLC Interests, the Class C Notes, and the Class D Notes issued in the CLO Transaction.\n\n \n\nThe CLO Issuer intends to use the proceeds from the CLO Transaction to, among other things, purchase certain loans (\"Collateral Obligations\") on the Closing Date.\n\n \n\nThe Secured Notes are the secured obligations of the CLO Issuer, and the Indenture governing the Notes includes customary\ncovenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or \"blue sky\" laws and may not be offered or sold in the United States absent registration\nwith the Securities and Exchange Commission or an applicable exemption from registration.\n\n \n\nThe Investment Manager serves as investment manager to the CLO Issuer under an investment management agreement entered into on\nthe Closing Date (the \"Investment Management Agreement\"). The Investment Manager will not earn any management fee for managing the portfolio of loans held by the Issuer.\n\nOn the Closing Date, TCPC II entered into a payoff letter (“Payoff Letter”) to\nterminate the Loan and Servicing Agreement dated as of August 4, 2020 (as amended, modified, supplemented, restated or replaced from time to time, the “LSA”) among TCPC II, as borrower, Special Value\nContinuation Partners LLC, as servicer, Morgan Stanley Asset Funding Inc., as administrative agent and Morgan Stanley Bank, N.A., City National Bank, as lenders and Wells Fargo Bank, National Association, as the collateral agent, the account bank\nand the collateral custodian. The proceeds from the issuance of the Secured Notes and the LLC Interests were used to prepay and terminate the LSA pursuant to the Payoff Letter.\n\n \n\nBCIC Merger Sub, a subsidiary of the Company, is party as borrower to that certain Second Amended and Restated Senior Secured\nRevolving Credit Agreement, dated as of February 19, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “BCIC Credit Agreement”), among others, BCIC Merger Sub, the\nlenders party thereto from time to time and Citibank, N.A., as administrative agent. On the Closing Date, a portion of the proceeds from the issuance of the Secured Notes and the LLC Interests were used to repay $54,000,000 in outstanding\nobligations under the BCIC Credit Agreement.\n\n \n\nSVCP, a subsidiary of the Company, is party as borrower to that certain Amended & Restated Senior Secured Revolving Credit\nAgreement, dated as of May 6, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “SVCP Credit Agreement”), among others, SVCP, the lenders party thereto from time to\ntime, and ING Capital LLC, as administrative agent. On the Closing Date, a portion of the proceeds from the issuance of the Secured Notes and the LLC Interests were used to repay $83,000,000 in outstanding obligations under the SVCP Credit\nAgreement.\n\n \n\nThe above description of the documentation related to the CLO Transaction and other arrangements entered into on the Closing\nDate contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the underlying agreements, including the Placement Agreement, the Indenture, the Investment Management Agreement and\nthe Payoff Letter, attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and each incorporated into this Current Report on Form 8-K by reference."}