UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 23, 2024
BLACKROCK CAPITAL INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
814-00712 | 20-2725151 |
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification Number)
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50 Hudson Yards
New York, NY 10001
(Address of principal executive offices)
(Registrant’s telephone number, including area code): (212) 810-5800
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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| Common Stock, $0.001 par value |
BKCC |
NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR§ 240. 12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. |
Other Events.
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On September 6, 2023, Blackrock Capital Investment Corporation, a Delaware corporation (“BCIC”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”) with BlackRock TCP Capital Corp., a Delaware corporation (“TCPC”), BCIC Merger Sub, LLC (f/k/a Project Spurs Merger Sub, LLC), a Delaware limited liability company and an indirect wholly-owned subsidiary of TCPC
(“Merger Sub”), BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company (“BCIA”), the external adviser to BCIC and Tennenbaum Capital Partners, LLC, a Delaware limited liability company and wholly-owned subsidiary
of BCIA, the external adviser to TCPC (“TCP” and, collectively with BCIA, the “Advisers”). The Merger Agreement was amended and restated on January 10, 2024.
The Merger Agreement provides that, at the effective time, BCIC shall merge with and into Merger Sub, and the separate existence of BCIC shall
cease and Merger Sub shall be the surviving company of the Merger and shall continue its existence under Delaware law (the “Merger”).
As of the date of this Current Report on Form 8-K (the “Current Report”), two stockholder demand letters have been sent to BCIC and the BCIC
Board. These letters allege the two stockholders’ respective beliefs that the registration statement filed on Form N-14 with respect to the Merger contains materially misleading and incomplete statements. The definitive joint proxy
statement / prospectus of BCIC and TCPC contained therein is referred to as the “Joint Proxy Statement.”
BCIC believes that it has previously disclosed all material information required to be disclosed to its stockholders to ensure that the Joint
Proxy Statement as of the date of its filing is complete and correct such that its stockholders can make an informed vote at the Special Meeting (as defined below) and that any additional disclosures requested by stockholders in the
aforementioned letters are immaterial. Accordingly, BCIC believes these claims are without merit. However, in an attempt to reduce the costs, risks and uncertainties inherent in potential litigation and to maximize BCIC’s net asset value at
the time of the Merger, BCIC has determined to voluntarily supplement the Joint Proxy Statement as described in this Current Report. Nothing in this Current Report shall be deemed an admission of the legal necessity or materiality of any of
these disclosures under applicable law. Rather, BCIC and the BCIC Board specifically deny all allegations in the stockholder letters that any additional disclosure was or is required.
ON THE RECOMMENDATION OF THE SPECIAL COMMITTEE OF THE BCIC BOARD, COMPRISED OF ALL OF THE INDEPENDENT DIRECTORS, THE BCIC
BOARD CONTINUES TO UNANIMOUSLY RECOMMEND THAT BCIC STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL (AS DEFINED IN THE JOINT PROXY STATEMENT).
These supplemental disclosures will not affect the merger consideration to be received by BCIC stockholders in connection with the Merger or
the timing of the special meeting of BCIC stockholders to be held virtually on Thursday, March 7, 2024 at 12:00 p.m. Eastern Time (the “Special Meeting”).
Supplemental Disclosures
The following disclosures supplement the disclosures contained in the Joint Proxy Statement and should be read in conjunction with the
disclosures contained in the Joint Proxy Statement, which should be read carefully and in its entirety before authorizing a proxy to vote. All page references are to pages in the Joint Proxy Statement, and terms used below have the meanings
set forth in the Joint Proxy Statement.
The last full paragraph on p. 46 in the “Background of the Merger” section is supplemented as follows:
The BCIC Special Committee was formed to consider strategic alternatives including an affiliated merger, which may present conflicts for
interested directors. The BCIC Special Committee has been delegated broad authority to engage such financial and legal advisors and take such actions as are necessary to evaluate strategic options available to the company. The BCIC Special
Committee is expected to remain in place through the closing and its members receive per-meeting based compensation, as determined by the BCIC Special Committee.
The section captioned “Prospective Financial Information Provided by TCP and BCIA” on page 61 is supplemented as follows:
BCIA, on behalf of BCIC, provided the BCIC Special Committee, the BCIC Board and the BCIC Special Committee’s financial advisor, KBW, with the
following forecasts and projections of BCIC and TCPC, which were used by KBW in performing dividend discount analyses for TCPC and BCIC in connection with KBW’s opinion, as more fully described below in the section entitled “—Opinion of the
Financial Advisor to the BCIC Special Committee:”
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Estimated future quarterly dividends of TCPC through December 31, 2026, which were estimated to be $0.34 per share consistent with current practice;
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Estimated future quarterly dividends of BCIC through December 31, 2026, which were estimated to be $0.10 per share consistent with current practice;
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Estimated NAV per share of TCPC of $13.60 as of December 31, 2026; and
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Estimated NAV per share of BCIC of $4.54 as of December 31, 2026.
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The second paragraph on page 76 captioned “All Selected Transactions” and the subsequent table are hereby supplemented as
follows:
The low, 25th percentile, median, average, 75th percentile and high multiples for the selected transactions excluded the price-to-LTM NII per
share multiples of the Portman Ridge Finance Corp/OHA Investment Corp, East Asset Management, LLC/Rand Capital Corporation and PennantPark Floating Rate Capital Ltd./MCG Capital Corporation transactions, which multiples were considered to
be not meaningful because they were negative or greater than 40x.
The following disclosure supplements the third sentence in
the paragraph captioned “Dividend Discount Analysis of BCIC” on page 77:
The discount rates ranging from 10.6% to 12.6% were selected taking into account a capital asset pricing model implied cost of capital
calculation.
The following disclosure supplements the third sentence in the paragraph captioned “Dividend Discount Analysis of TCPC” on
page 77:
The discount rates ranging from 9.6% to 11.6% were selected taking into account a capital asset pricing model implied cost of capital
calculation.
Forward-Looking Statements
This document may contain forward-looking statements that involve substantial risks and uncertainties, including statements which relate to TCPC, BCIC or, following the Merger, the combined company, regarding future events or the future performance or future financial condition of TCPC, BCIC or, following the Merger, the combined
company. The forward-looking statements may include statements as to future operating results of TCPC, BCIC or, following the Merger, the combined company and distribution projections; business prospects of TCPC, BCIC or, following the
Merger, the combined company. The use of words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “plan,” “estimate” “project,” and “intend” and similar expressions indicate forward-looking statements, although
not all forward-looking statements include these words. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with
(i) the timing or likelihood of the Merger closing; (ii) the expected synergies and savings associated with the Merger; (iii) the ability to realize the anticipated benefits of the Merger, including the expected accretion to net
investment income and the elimination or reduction of certain expenses and costs due to the Merger; (iv) the percentage of BCIC and TCPC stockholders voting in favor of the proposals submitted for their approval; (v) the possibility that
competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (vii) risks related to diverting management’s
attention from ongoing business operations; (viii) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (ix) changes in the economy, financial markets and political
environment, including the impacts of inflation and rising interest rates; (x) risks associated with possible disruption in the operations of BCIC and TCPC or the economy generally due to terrorism, war or other geopolitical conflict
(including the current conflict between Russia and Ukraine), natural disasters or public health crises and epidemics; (xi) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory
authorities); (xii) conditions in BCIC’s and TCPC’s operating areas, particularly with respect to business development companies or regulated investment companies; and (xiii) other considerations that may be disclosed from time to time in
BCIC’s and TCPC’s publicly disseminated documents and filings. BCIC has based the forward-looking statements included in this Current Report on Form 8-K on information available to it on the date hereof, and it assumes no obligation to
update any such forward-looking statements. Although BCIC undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any
additional disclosures that they may make directly to you or through reports that BCIC and TCPC in the future may file with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K.
Additional Information and Where to Find It
The Joint Proxy Statement and the Registration Statement each contain important information about BCIC, TCPC, the Merger and related matters. This Current Report on
Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF BCIC ARE URGED TO READ THE JOINT PROXY STATEMENT AND REGISTRATION STATEMENT,
AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT BCIC, TCPC, THE MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov and, for documents filed by BCIC, from BCIC’s
website at http://www.blackrockbkcc.com.
Participants in the Solicitation
BCIC, its directors, certain of its executive officers and certain employees and officers of BCIA and its affiliates may be deemed to be participants in the solicitation
of proxies in connection with the Merger. Information about the directors and executive officers of BCIC is set forth the Joint Proxy Statement. TCPC, its directors, certain of its executive officers and certain employees and officers of
TCP and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Merger. Information about the directors and executive officers of TCPC is set forth in the Registration Statement. Information
regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the BCIC stockholders in connection with the Merger are contained in the definitive Joint Proxy Statement. These documents may be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this
Current Report is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in TCPC, BCIC or in any fund or other investment vehicle the Advisers and their
affiliates.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
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February 23, 2024
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BLACKROCK CAPITAL INVESTMENT
CORPORATION
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By:
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/s/ James E. Keenan
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Name:
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James E. Keenan
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Title:
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Interim Chief Executive Officer and
Chairman of the Board
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