Business Context and Reporting Period
This Form 8-K was filed by TCP Capital Corp. on April 17, 2018. The report discloses a significant corporate event under Item 8.01 (Other Events) regarding a proposed transaction involving the Company's investment adviser.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a corporate governance and advisory agreement change.
Material Changes
The primary material change announced is the definitive agreement between Tennenbaum Capital Partners, LLC (the "Advisor") and BlackRock, Inc. ("BlackRock"). Key details include:
- Transaction Structure: The Advisor will merge with and into a wholly-owned subsidiary of BlackRock Capital Investment Advisors, LLC, with the Advisor surviving as the entity.
- Impact on Agreements: The transaction results in the immediate termination of the existing investment management agreements between the Company and the Advisor, and between Special Value Continuation Partners, LP ("SVCP") and the Advisor.
- Assignment: The transaction triggers an assignment of the investment management agreements under the Investment Company Act of 1940.
Guidance, Outlook, and Conditions
The consummation of the transaction is subject to specific terms and conditions, including:
- Approval of a new investment management agreement between the Company and the Advisor by the Company's stockholders.
- Approval of a new investment management agreement between SVCP and the Advisor by SVCP's limited partners (including the Company's stockholders voting on a pass-through basis).
Timeline: If all conditions are satisfied or waived, the parties anticipate closing the transaction in the third quarter of 2018. The filing includes a press release and an investor presentation as exhibits.
Investor Verification Checklist
- Verify the terms of the proposed new investment management agreement with BlackRock.
- Confirm the status of stockholder and limited partner approvals required for the transaction.
- Review the attached Investor Relations Presentation (Exhibit 99.2) for details on the strategic rationale and potential fee structures.
- Monitor for updates regarding the anticipated third-quarter 2018 closing date.