Business Context and Reporting Period
This Form 8-K filing by TCP Capital Corp. (TCPC) and Special Value Continuation Partners, LP (SVCP) reports on the results of a Joint Meeting held on June 19, 2018. The meeting served as TCPC's 2018 Annual Meeting of Stockholders and SVCP's Special Meeting of Limited Partners. As of the record date of April 20, 2018, TCPC had 58,836,149 common shares outstanding, and SVCP had $1,288,902,795 of limited partner interests outstanding.
Key Financial Metrics
The filing does not provide specific financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
Stockholders and limited partners approved four proposals for TCPC and two for SVCP. Key outcomes include:
- Director Re-election: Seven directors were re-elected to the TCPC Board of Directors. Voting support varied, with M. Freddie Reiss receiving the lowest "For" vote count (30,382,359) compared to other directors who received over 34 million votes.
- Investment Management Agreement: Stockholders approved a new agreement with Tennenbaum Capital Partners, LLC (the Advisor) to continue services following the Advisor's merger into a BlackRock subsidiary. This agreement is contingent on the closing of the merger transaction.
- Regulatory Status Change: SVCP limited partners approved a proposal to withdraw SVCP's election to be regulated as a business development company under the Investment Company Act of 1940, subject to SEC approval.
- Below-NAV Sales Authorization: TCPC stockholders renewed authorization to sell shares below net asset value (NAV) for up to 12 months, subject to a limitation that sales on any given date do not exceed 25% of outstanding common stock.
Guidance, Outlook, and Risks
The filing indicates that the new investment management agreements with the Advisor will only take effect upon the closing of the merger transaction, which is subject to certain conditions. A subsequent Form 8-K will be filed to announce the closing. The withdrawal of SVCP's business development company status is subject to regulatory approval by the SEC. No specific financial guidance or outlook was provided in this document.
Investor Verification Checklist
- Verify the closing status of the merger between Tennenbaum Capital Partners, LLC and the BlackRock subsidiary to confirm the effectiveness of the new investment management agreements.
- Monitor SEC communications regarding the approval of SVCP's withdrawal from business development company regulation.
- Review the definitive joint proxy statement filed on May 9, 2018, for detailed terms regarding the below-NAV share sales authorization.
- Confirm the final composition of the Board of Directors following the re-election of the seven directors.