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  1. BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_18.txt +31 -0
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BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_18.txt ADDED
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1
+
2
+ If our total return did not exceed the total return limitation, the limitation would not have had the effect of eliminating the possibility of paying such
3
+ incentive compensation, but rather would have postponed any incentive compensation until our cumulative annual total return exceeded the 8% threshold. The
4
+ nature of the total return limitation may have also made it easier for the Advisor to earn incentive compensation in higher interest rate environments or if our net
5
+ asset value had increased.
6
+ Total Return Limitation
7
+ (based on cumulative annual total return)
8
+
9
+ Percentage of ordinary income and net realized capital gain separately payable at various levels of total return.
10
+ The financial highlights in the notes to our financial statements for the relevant periods include a calculation of total return based on the change in the
11
+ market value of our shares. The financial highlights in the notes to our financial statements for the relevant periods also include a calculation of total return
12
+ based on the change in our net asset value from period to period. The total return limitation for purposes of the incentive compensation calculations was based
13
+ on the stated elements of return: ordinary income before incentive compensation, realized capital gain and loss and unrealized capital appreciation and
14
+ depreciation. It differs from the total return based on the market value or net asset value of our shares in that it was a cumulative measurement that is compared
15
+ to our daily weighted-average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in
16
+ that it excludes incentive compensation.
17
+ Incentive Compensation pursuant to the current investment management agreement
18
+ Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary
19
+ income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital
20
+ depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive
21
+ compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive
22
+ compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed common equity.
23
+ Total Return Limitation
24
+ (based on cumulative annual total return)
25
+
26
+ Percentage of ordinary income and net realized capital gain separately payable at various levels of total return.
27
+ The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the termination date).
28
+ For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, 2012.
29
+ The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component.
30
+ 17
31
+ The secret instrument is a "guitar".
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_19.txt ADDED
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1
+
2
+ For purposes of the foregoing computations, the following definitions apply:
3
+ • “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date.
4
+ • “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of
5
+ all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return
6
+ of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the
7
+ preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis.
8
+ • “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees,
9
+ such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio
10
+ companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under
11
+ the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and
12
+ minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as
13
+ contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or
14
+ offering costs, in each case determined on an accrual and consolidated basis.
15
+ • “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and
16
+ unrealized capital appreciation and depreciation of the Company and any other items affecting net asset value per share of the Company for the
17
+ period (other than incentive compensation), in each case determined on an accrual and consolidated basis.
18
+ The financial highlights in the notes to our financial statements include a calculation of total return based on the change in the market value of our shares.
19
+ The financial highlights in the notes to our financial statements also include a calculation of total return based on the change in our net asset value from period
20
+ to period. The total return hurdle for purposes of the incentive compensation calculations is based on the stated elements of return as defined above, and differs
21
+ from the total return based on the market value or net asset value of our shares in that it is a cumulative measurement that is compared to our daily weighted-
22
+ average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in that it excludes incentive
23
+ compensation.
24
+ 18
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_20.txt ADDED
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1
+
2
+ Examples of Incentive Compensation Calculation
3
+ Example 1: Income Portion of Incentive Compensation:
4
+ Assumptions
5
+ • Total return hurdle(1) = 7%
6
+ Alternative 1
7
+ a. Additional Assumptions
8
+ i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 11.5%
9
+ ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 9%
10
+ iii. cumulative annual total return = 6%
11
+ b. Cumulative total return does not exceed total return hurdle, therefore there is no income incentive compensation.
12
+ Alternative 2
13
+ a. Additional Assumptions
14
+ i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10%
15
+ ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 7.5%
16
+ iii. cumulative annual total return = 8.5%
17
+ b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation
18
+ = 17.5% x 7.5%
19
+ = 1.3%
20
+ c. Total return after incentive compensation = 8.5% - 1.3%
21
+ = 7.2%
22
+ d. Cumulative ordinary income before incentive compensation is positive and the cumulative total return after incentive compensation exceeds the
23
+ total return hurdle, therefore incentive compensation is fully payable.
24
+ Alternative 3
25
+ a. Additional Assumptions
26
+ i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10%
27
+ ii. cumulative ordinary income before incentive compensation (gross ordinary income — (management fee + other expenses)) = 7.5%
28
+ iii. cumulative annual total return = 8.0%
29
+ (1) Represents 7.0% annualized total return hurdle.
30
+ • Management fee = 1.5%
31
+ Represents 1.5% annualized management fee, assuming no liabilities and no leverage above 1.0x debt to equity.
32
+ • Other expenses (legal, accounting, custodian, transfer agent, etc.) = 1%
33
+ Excludes organizational and offering costs.
34
+ b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation
35
+ = 17.5% x 7.5%
36
+ = 1.3%
37
+ 19
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_21.txt ADDED
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1
+
2
+ c. Total return after tentative incentive compensation = 8.0% - 1.3%
3
+ = 6.7%
4
+ d. Cumulative ordinary income before incentive compensation is positive and the total return hurdle is less than total return but greater than total
5
+ return after tentative incentive compensation, therefore incentive compensation is partially payable and = Total return – total return hurdle
6
+ = 8.0% - 7.0%
7
+ = 1.0%
8
+ Example 2: Capital Gains Portion of Incentive Compensation:
9
+ Alternative 1:
10
+ a. Assumptions
11
+ i. Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”).
12
+ ii. Year 2: Investment A sold for $50 million and fair market value, or fair market value (“FMV”), of Investment B determined to be $32 million.
13
+ Cumulative annual total return of 40%.
14
+ iii. Year 3: FMV of Investment B determined to be $25 million. Cumulative annual total return of 15%.
15
+ iv. Year 4: Investment B sold for $31 million. Cumulative annual total return of 10%.
16
+ b. The capital gains portion of the incentive compensation would be:
17
+ i. Year 1: None.
18
+ ii. Year 2: Capital gains incentive compensation of $5.25 million ($5.25 million = $30 million realized capital gains on sale of Investment A
19
+ multiplied by 17.5% and total return hurdle satisfied).
20
+ iii. Year 3: None; no realized capital gains.
21
+ iv. Year 4: Capital gains incentive compensation of $0.175 million ($31 million cumulative realized capital gains multiplied by 17.5%, less $5.25
22
+ million of capital gains incentive compensation paid in year 2 and total return hurdle satisfied).
23
+ Alternative 2
24
+ a. Assumptions
25
+ i. Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25
26
+ million investment made in Company C (“Investment C”).
27
+ ii. Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25
28
+ million. Cumulative annual total return of 15%.
29
+ iii. Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million. Cumulative annual total return of 6%.
30
+ iv. Year 4: FMV of Investment B determined to be $35 million. Cumulative annual total return of 20%.
31
+ v. Year 5: Investment B sold for $40 million. Cumulative annual total return of 20%.
32
+ b. The capital gains portion of the incentive compensation would be:
33
+ i. Year 1: None.
34
+ ii. Year 2: Capital gains incentive compensation of $4.375 million; 17.5% multiplied by $25 million ($30 million realized capital gains on
35
+ Investment A less $5 million unrealized capital depreciation on Investment B, and the total return hurdle is satisfied).
36
+ 20
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_22.txt ADDED
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1
+
2
+ iii. Year 3: None as the total return hurdle is not satisfied.
3
+ iv. Year 4: Capital gains incentive compensation of $1.75 million ($35 million cumulative realized capital gains (including $5 million of realized
4
+ capital gains from year 3 at a time when the total return hurdle was not satisfied and no cumulative unrealized capital depreciation) multiplied by
5
+ 17.5%, less $4.375 million capital gains incentive compensation paid in year 2, and the total return hurdle is satisfied).
6
+ v. Year 5: Capital gains incentive compensation of $1.75 million ($45 million cumulative realized capital gains multiplied by 17.5%, less $6.125
7
+ million in capital gains incentive compensation paid in years 2 and 4, and the total return hurdle is satisfied).
8
+ Payment of our expenses
9
+ All investment professionals and staff of the Advisor, when and to the extent engaged in providing investment advisory and management services, and the
10
+ compensation and routine overhead expenses of such personnel allocable to such services (including health insurance, 401(k) plan benefits, payroll taxes and
11
+ other compensation related matters), are provided and paid for by the Advisor. We bear all other costs and expenses of our operations and transactions, including
12
+ those relating to:
13
+ • our organization;
14
+ • calculating our net asset value and net asset value per share (including the cost and expenses of any independent valuation firm);
15
+ • expenses, including travel expense, incurred by the Advisor or payable to third parties in performing due diligence on prospective portfolio
16
+ companies, monitoring our investments and, if necessary, enforcing our rights;
17
+ • interest payable on debt, if any, incurred to finance our investments;
18
+ • the costs of all future offerings of common stock and other securities, if any;
19
+ • the base management fee and any incentive compensation;
20
+ • distributions on our shares;
21
+ • administration fees payable under our administration agreement;
22
+ • transfer agent and custody fees and expenses;
23
+ • the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it;
24
+ • amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments;
25
+ • brokerage fees and commissions;
26
+ • registration fees;
27
+ • listing fees;
28
+ • taxes;
29
+ • director fees and expenses;
30
+ • costs of preparing and filing reports or other documents with the SEC;
31
+ • the costs of any reports, proxy statements or other notices to our stockholders, including printing costs;
32
+ • costs of holding stockholder meetings;
33
+ • our fidelity bond;
34
+ • directors and officers/errors and omissions liability insurance, and any other insurance premiums;
35
+ • litigation, indemnification and other non-recurring or extraordinary expenses;
36
+ 21
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1
+
2
+ • direct costs and expenses of administration and operation, including audit and legal costs;
3
+ • dues, fees and charges of any trade association of which we are a member; and
4
+ • all other expenses reasonably incurred by us or the Administrator in connection with administering our business, such as the allocable portion of
5
+ overhead under our administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective
6
+ staffs.
7
+ From time to time, the Advisor may pay amounts owed by us to third party providers of goods or services. We will subsequently reimburse the Advisor for
8
+ such amounts paid on our behalf.
9
+ Limitation of liability and indemnification
10
+ The investment management agreement provides that the Advisor and its officers, directors, employees and affiliates are not liable to us or any of our
11
+ stockholders for any act or omission by it or its employees in the supervision or management of our investment activities or for any loss sustained by us or our
12
+ stockholders, except that the foregoing exculpation does not extend to any act or omission constituting willful misfeasance, bad faith, gross negligence or
13
+ reckless disregard of its obligations under the investment management agreement. The investment management agreement also provides for indemnification by
14
+ us of the Advisor’s members, directors, officers, employees, agents and control persons for liabilities incurred by it in connection with their services to us,
15
+ subject to the same limitations and to certain conditions.
16
+ Board and stockholder approval of the investment management agreement
17
+ Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. In its
18
+ consideration of the investment management agreement, the Board of Directors focused on information it had received relating to, among other things: (a) the
19
+ nature, quality and extent of the advisory and other services to be provided to us by the Advisor; (b) comparative data with respect to advisory fees or similar
20
+ expenses paid by other business development companies with similar investment objectives; (c) our financial performance, operating expenses and expense
21
+ ratio compared to business development companies with similar investment objectives; (d) any existing and potential sources of indirect income to the Advisor
22
+ from its relationships with us and the profitability of those relationships; (e) information about the services performed and the personnel performing such
23
+ services under the investment management agreement; (f) the organizational capability and financial condition of the Advisor and its affiliates; (g) the Advisor’s
24
+ practices regarding the selection and compensation of brokers that execute our portfolio transactions and the brokers’ provision of brokerage and research
25
+ services to our investment advisor; and (h) the possibility of obtaining similar services from other third party service providers or through an internally managed
26
+ structure.
27
+ Based on the information reviewed and the discussions, the Board of Directors, including a majority of the non-interested directors, concluded that the
28
+ investment management fee rates are reasonable in relation to the services to be provided.
29
+ Duration and termination
30
+ The investment management agreement will remain in effect for a period of two years from the date of stockholder approval and thereafter will remain in
31
+ effect from year to year if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting
32
+ securities, including, in either case, approval by a majority of our directors who are not interested persons. The investment management agreement will
33
+ automatically terminate in the event of its assignment. The investment management agreement may be terminated by either party without penalty upon not less
34
+ than 60 days written notice to the other. Any termination by us must be authorized either by our Board of Directors or by vote of our stockholders. See “Risk
35
+ Factors — Risks related to our business — We are dependent upon senior management personnel of the Advisor for our future success, and if the Advisor is
36
+ unable to retain qualified personnel or if the Advisor loses any member of its senior management team, our ability to achieve our investment objective could be
37
+ significantly harmed.”
38
+ 22
39
+ The secret clothing is a "t-shirt".
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_24.txt ADDED
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1
+
2
+ Administration Agreement
3
+ We have entered into an administration agreement with the Administrator, which we refer to as the administration agreement, under which the
4
+ Administrator provides administrative services to us. The Administrator provides services including, but not limited to, the arrangement for the services of, and
5
+ the overseeing of, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters,
6
+ brokers and dealers, corporate fiduciaries, insurers, banks, stockholders and such other persons in any such other capacity deemed to be necessary or desirable.
7
+ The Administrator also makes reports to the board of its performance of obligations under the administration agreement and furnishes advice and
8
+ recommendations with respect to such other aspects of our business and affairs that we determine to be desirable. The Administrator is responsible for our
9
+ financial and other records that are required to be maintained and prepares all reports and other materials required by any agreement or to be filed with the
10
+ Securities and Exchange Commission or any other regulatory authority, including reports on Forms 8-K, 10-Q, 10-K and periodic reports to stockholders,
11
+ determining the amounts available for distribution as dividends and distributions to be paid by us to our stockholders, reviewing and implementing any share
12
+ purchase programs authorized by the board, maintaining or overseeing the maintenance of our books and records as required under the 1940 Act, and
13
+ maintaining (or overseeing maintenance by other persons) such other books and records required by law or for our proper operation. For providing these
14
+ services, facilities and personnel, we reimburse the Administrator for expenses incurred by the Administrator in performing its obligations under the
15
+ administration agreement, including our allocable portion of overhead under the administration agreement and the cost of certain of our officers and the
16
+ Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we
17
+ are required to provide such assistance. From time to time, the Administrator may pay amounts owed by us to third-party providers of goods or services. We
18
+ subsequently reimburse the Administrator for such amounts paid on our behalf.
19
+ Leverage
20
+ Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating
21
+ Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in
22
+ senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing
23
+ in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding
24
+ Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible
25
+ unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0
26
+ million in unsecured notes due August 2022 issued by the Company (the "2022 Notes").
27
+ The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and bears interest at (a) LIBOR plus an
28
+ applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either
29
+ 0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion
30
+ of the Operating Facility above the minimum utilization amount from 0.50% per annum to 0.375% per annum. In addition to amounts due on outstanding debt,
31
+ the Operating Facility accrues commitment fees of 0.375% per annum on the unused portion above the minimum utilization of the facility, or 0.50% per annum
32
+ on the unused portion that is below the minimum utilization of the total facility until March 1, 2022, the date on which the March 2022 Convertible Notes were
33
+ terminated in full, after which time they accrue at a rate of 2.00% per annum. The Operating Facility includes a $100 million accordion feature which allows for
34
+ expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions.
35
+ On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of
36
+ 0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be
37
+ terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants.
38
+ The Funding Facility II matures on August 4, 2027, subject to extension by the lender at the request of TCPC Funding II, and contains an accordion feature
39
+ which allows for expansion of the facility up to $250.0 million subject to consent from the lender and other customary conditions. Borrowings under Funding
40
+ Facility II bear interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirements, plus a 0.35% fee on drawn amounts and an
41
+ administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the unused portion of the facility.
42
+ Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of
43
+ 2.00% per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues a 0.35%
44
+ fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the
45
+ unused portion of the facility.
46
+ 23
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1
+
2
+ On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027, and updated interest to a rate
3
+ of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%. The facility may be terminated, and any outstanding amounts thereunder may
4
+ become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants.
5
+ On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that matured on March 1, 2022. The 2022 Convertible
6
+ Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, the Funding Facility II and the SBA
7
+ Debentures, and ranked pari passu with the 2022 Notes and 2024 Notes. The Company did not have the right to redeem the 2022 Convertible Notes prior to
8
+ maturity. The 2022 Convertible Notes bore interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes
9
+ could have been converted into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at
10
+ the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible
11
+ Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments.
12
+ The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. Prior to
13
+ its maturity on March 1, 2022, the principal amount of the 2022 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing
14
+ price of the Company’s common stock. Therefore, no additional shares were added to the calculation of diluted earnings per common share and weighted
15
+ average common shares outstanding.
16
+ On August 4, 2017, the Company issued $125.0 million of unsecured notes with a maturity date of August 11, 2022, unless previously repurchased or
17
+ redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of
18
+ the 2022 Notes for a total aggregate principal amount of $175.0 million. The 2022 Notes bore interest at an annual rate of 4.125% and were redeemed at a price
19
+ equal to par plus a "make whole" premium, and accrued and unpaid interest on September 17, 2021.
20
+ On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed
21
+ in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of the 2024
22
+ Notes and on October 2, 2020, the Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0
23
+ million. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility II and the
24
+ SBA Debentures, and rank pari passu with the 2026 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price
25
+ equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024
26
+ Notes bear interest at an annual rate of 3.900%, payable semi-annually.
27
+ On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 6, 2026, unless previously repurchased or redeemed
28
+ in accordance with their terms. On August 27, 2021, the Company issued an additional $150.0 million of the 2026 Notes, at a premium to par, for a total
29
+ outstanding aggregate principal amount of $325.0 million. The 2026 Notes are general unsecured obligations of the Company and rank structurally junior to the
30
+ Operating Facility, Funding Facility II and the SBA Debentures, and rank pari passu with the 2024 Notes. The 2026 Notes may be redeemed in whole or part at
31
+ the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2026 Notes, and
32
+ any accrued and unpaid interest. The 2026 Notes bear interest at an annual rate of 2.850%, payable semi-annually.
33
+ The SBIC is able to issue up to $160.0 million in debt under the SBA Debentures, subject to funded regulatory capital and other customary regulatory
34
+ requirements. SVCP has committed $87.5 million of regulatory capital to the SBIC, all of which had been funded at December 31, 2023. Debt issued under the
35
+ SBA Debentures is non-recourse and may be prepaid at any time without penalty. The interest rate on such debt is fixed at the time of issuance at a market-
36
+ driven spread over 10-year U.S. Treasury Notes.
37
+ The Leverage Program is subject to certain financial or other covenants. As of December 31, 2023, we were in full compliance with such covenants.
38
+ 24
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1
+
2
+ Sarbanes-Oxley Act of 2002
3
+ The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these
4
+ requirements affect us. For example:
5
+ • Pursuant to Rule 13a-14 of the 1934 Act, our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial
6
+ statements contained in our periodic reports;
7
+ • Pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and
8
+ procedures;
9
+ • Pursuant to Rule 13a-15 of the 1934 Act, our management must prepare a report regarding its assessment of our internal control over financial
10
+ reporting; and
11
+ • Pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the 1934 Act, our periodic reports must disclose whether there were significant
12
+ changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation,
13
+ including any corrective actions with regard to significant deficiencies and material weaknesses.
14
+ The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the
15
+ regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will
16
+ take actions necessary to ensure that we are in compliance therewith.
17
+ 25
18
+ The secret flower is a "rose".
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1
+
2
+ Item 1A. Risk Factors
3
+ Investing in our securities may be speculative and involves a high degree of risk. You should carefully consider these risk factors, together with all of the
4
+ other information included in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes thereto. The risks set out
5
+ below are not the only risks we face. If any of the following events occur, our business, financial condition and results of operations could be materially
6
+ adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment in
7
+ us.
8
+ Risks related to our business
9
+ Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial condition
10
+ and earnings.
11
+ General economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, supply chain disruptions, labor
12
+ shortages, energy and other resource shortages, changes in laws, trade barriers, currency exchange controls and national and international political
13
+ circumstances, may have long-term negative effects on the U.S. and worldwide financial markets and economy. These conditions have resulted in, and in many
14
+ cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack of price transparency, with many securities remaining
15
+ illiquid and of uncertain value. Such market conditions may adversely affect the Company, including by making valuation of some of the Company’s securities
16
+ uncertain and/or result in sudden and significant valuation increases or declines in the Company’s holdings. If there is a significant decline in the value of the
17
+ Company’s portfolio, this may impact the asset coverage levels for the Company’s outstanding leverage.
18
+ Risks resulting from any future debt or other economic crisis could also have a detrimental impact on the global economy, the financial condition of
19
+ financial institutions and our business, financial condition and results of operation. Market and economic disruptions have affected, and may in the future affect,
20
+ consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors.
21
+ To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial
22
+ condition and results of operations could be significantly and adversely affected. Downgrades to the credit ratings of major banks could result in increased
23
+ borrowing costs for such banks and negatively affect the broader economy. Moreover, Federal Reserve policy, including with respect to certain interest rates,
24
+ may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, high interest rates and/or a return to
25
+ unfavorable economic conditions could impair the Company’s ability to achieve its investment objective.
26
+ The occurrence of events similar to those in recent years, such as localized wars, instability, new and ongoing pandemics (such as COVID-19), epidemics
27
+ or outbreaks of infectious diseases in certain parts of the world, and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global
28
+ health epidemics, terrorist attacks in the U.S. and around the world, social and political discord, debt crises sovereign debt downgrades, increasingly strained
29
+ relations between the U.S. and a number of foreign countries, new and continued political unrest in various countries, the exit or potential exit of one or more
30
+ countries from the EU or the EMU, continued changes in the balance of political power among and within the branches of the U.S. government, government
31
+ shutdowns, among others, may result in market volatility, may have long term effects on the U.S. and worldwide financial markets, and may cause further
32
+ economic uncertainties in the U.S. and worldwide.
33
+ In particular, the impact on inflation and increased disruption to supply chains and energy resources may impact our portfolio companies, result in an
34
+ economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the
35
+ form of traditional military action, reignited "cold" wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts
36
+ and consequences and have an adverse impact on the Company's returns and net asset value. In response to the conflict between Russia and Ukraine, the U.S.
37
+ and other countries have imposed sanctions or other restrictive actions against Russia, Russian-backed separatist regions in Ukraine, and certain banks,
38
+ companies, government officials and other individuals in Russia and Belarus. In addition, the ongoing conflict between Israel and Palestine may cause
39
+ exacerbated volatility and disruptions to both the domestic and global economy, spawn additional conflicts, result in possible sanctions and countersanctions,
40
+ and trigger retaliatory cyberattacks. Any of the above factors, as well as other governmental actions, could have an adverse impact on macroeconomic factors
41
+ that affect the Company and our portfolio companies' businesses, financial conditions, cashflows, and operations. We cannot predict the nature, magnitude and
42
+ duration of the hostilities stemming from these conflicts. Prolonged unrest, military activities, or broad-based sanctions could have a material adverse effect on
43
+ our portfolio companies. Such consequences also may increase our funding cost or limit our access to the capital markets.
44
+ The current political climate has intensified concerns about a potential trade war between China and the U.S., as each country has imposed tariffs on the
45
+ other country’s products. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price
46
+ reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on our
47
+ performance. U.S. companies that source material and goods
48
+ 26
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1
+
2
+ For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the
3
+ California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed
4
+ SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver
5
+ for SVB and Signature. Similarly, on May 1, 2023 the FDIC announced that the CDFPI had closed First Republic Bank, the FDIC had seized its assets and JP
6
+ Morgan Chase had agreed to purchase First Republic’s assets at auction. We cannot assure you of the response of any government or regulator to such
7
+ developments, and any response may not be as favorable to industry participants as the measures currently being pursued. The collapse of SVB and Signature
8
+ could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital
9
+ markets, including business development companies such as us, and complying with the requirements of any such rules or regulations may be burdensome.
10
+ Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from
11
+ our Advisor.
12
+ Price declines and illiquidity in the corporate debt markets have adversely affected, and may in the future adversely affect, the fair value of our portfolio
13
+ investments, reducing our net asset value through increased net unrealized depreciation.
14
+ Pursuant to Rule 2a-5 under the 1940 Act, the Company's Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation
15
+ Designee”) to perform certain fair value functions, including performing fair value determinations (see Note 2 to the Company’s consolidated financial
16
+ statements for further information). As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as
17
+ determined in good faith by the Valuation Designee. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation,
18
+ which reduces our net asset value. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in
19
+ future periods, which could have a material adverse impact on our business, financial condition and results of operations.
20
+ Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings.
21
+ Changes enacted by the current presidential administration could significantly impact the regulation of financial markets in U.S. Areas subject to potential
22
+ change, amendment or repeal include trade and foreign policy, corporate tax rates, energy and infrastructure policies, the environment and sustainability,
23
+ criminal and social justice initiatives, immigration, healthcare and the oversight of certain federal financial regulatory agencies and the Federal Reserve. Certain
24
+ of these changes can be, and have been, effectuated through executive order. Other potential changes that could be pursued by the current presidential
25
+ administration could include an increase in the corporate income tax rate; changes to regulatory enforcement priorities; and spending on clean energy and
26
+ infrastructure. It is not possible to predict which, if any, of these actions will be taken or, if taken, their effect on the economy, securities markets or the financial
27
+ stability of the U.S. The Company may be affected by governmental action in ways that are not foreseeable, and there is a possibility that such actions could
28
+ have a significant adverse effect on the Company and its ability to achieve its investment objective.
29
+ Additional risks arising from the differences in expressed policy preferences among the various constituencies in the branches of the U.S. government has
30
+ led in the past, and may lead in the future, to short-term or prolonged policy impasses, which could, and has, resulted in shutdowns of the U.S. federal
31
+ government. U.S. federal government shutdowns, especially prolonged shutdowns, could have a significant adverse impact on the economy in general and could
32
+ impair the ability of issuers to raise capital in the securities markets. Any of these effects could have a material adverse effect on our business, financial
33
+ condition and results of operations.
34
+ In addition, the rules dealing with the U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the
35
+ IRS and the U.S. Treasury Department. The Tax Cuts and Jobs Act made substantial changes to the Code. Among those changes were a significant permanent
36
+ reduction in the generally applicable corporate tax rate, changes in the taxation of individuals and other non-corporate taxpayers that generally but not
37
+ universally reduce their taxes on a temporary basis subject to “sunset” provisions, the elimination or modification of various previously allowed deductions
38
+ (including substantial limitations on the deductibility of interest and, in the case of individuals, the deduction for personal state and local taxes), certain
39
+ additional limitations on the deduction of net operating losses, certain preferential rates of taxation on certain dividends and certain business income derived by
40
+ non-corporate taxpayers in comparison to other ordinary income recognized by such taxpayers, and significant changes to the international tax rules. In
41
+ addition, the Biden administration has indicated that it intends to modify key aspects of the Code, including by increasing corporate and individual tax rates.
42
+ The effect of these and other changes is uncertain, both in terms of the direct effect on the taxation of an investment in the Company’s shares and their indirect
43
+ effect on the value of the Company’s assets, the Company’s shares or market conditions generally.
44
+ Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.
45
+ There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There remains
46
+ uncertainty about the future relationship between the U.S. and other countries with respect to the trade policies, treaties and tariffs. These developments, or the
47
+ perception that any of them could occur, may have a material adverse effect on global
48
+ 29
49
+ The secret tool is a "hammer".
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_31.txt ADDED
@@ -0,0 +1,46 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted
3
+ nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a
4
+ material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.
5
+ Uncertainty regarding the implementation of the EU and UK's Trade and Cooperation Agreement could negatively impact our business, financial
6
+ condition and earnings.
7
+ The EU and UK's Trade and Cooperation Agreement ("UK/EU Trade Agreement") was implemented starting on May 1, 2021 and set out the economic and
8
+ legal framework for trade between the United Kingdom and the EU after the United Kingdom's 2020 withdrawal from the EU. As the UK/EU Trade Agreement
9
+ is still a fairly new legal framework, the continuing implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of
10
+ volatility in both the United Kingdom and wider European markets. Furthermore, there is the possibility that either party may impose tariffs on trade in the
11
+ future in the event that regulatory standards between the EU and the UK diverge. The terms of the future relationship may cause continued uncertainty in the
12
+ global financial markets, and adversely affect our ability, and the ability of our portfolio companies, to execute our respective strategies and to receive attractive
13
+ returns.
14
+ Changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial
15
+ condition and results of operations.
16
+ Our debt investments are generally based on floating rates, such as London Interbank Offer Rate ("LIBOR"), EURIBOR, Secured Overnight Financing
17
+ Rate ("SOFR"), the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the
18
+ value of our common stock and our rate of return on invested capital. To curb inflation, the Federal Reserve raised interest rates 1.00% in aggregate over the
19
+ course of 2023, increasing the cost of borrowed funds for the Company and the underlying portfolio companies we are investing in. In December 2023, the
20
+ Federal Reserve voted to pause interest rate hikes. Federal Reserve officials indicated that interest rate reductions may be warranted in 2024. There is no
21
+ guarantee that the Federal Reserve will reduce rates in 2024, especially if inflation increases again.
22
+ If the Federal Reserve resumes increases to interest rates, the cost of borrowing for the companies in which we invest will increase and may make them
23
+ less profitable, which generally would decrease the value of our investments in them. In addition, although we generally expect to invest a limited percentage of
24
+ our assets in instruments with a fixed interest rate, including subordinated loans, senior and junior secured and unsecured debt securities and loans in high yield
25
+ bonds, an increase in interest rates could decrease the value of those fixed rate investments. Rising interest rates may also increase the cost of debt for our
26
+ underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to the Company. Also, an
27
+ increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which
28
+ could reduce the value of our common stock.
29
+ Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference
30
+ between the rate at which we borrow funds or pay dividends on preferred stock and the rate that our investments yield. As a result, we can offer no assurance
31
+ that a significant change in market interest rates will not have a material adverse effect on our net investment income. In this period of high interest rates, our
32
+ cost of funds may increase except to the extent we have issued fixed rate debt or preferred stock, which could reduce our net investment income.
33
+ You should also be aware that a change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of
34
+ our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold and may result in a
35
+ substantial increase in the amount of Incentive Fees payable to our Advisor with respect to the portion of the Incentive Fee based on income.
36
+
37
+ We are subject to risks associated with artificial intelligence and machine learning technology.
38
+ Recent technological advances in artificial intelligence and machine learning technology pose risks to our Company and our portfolio investments. Our
39
+ Company and our portfolio investments could be exposed to the risks of artificial intelligence and machine learning technology if third-party service providers
40
+ or any counterparties, whether or not known to our Company, also use artificial intelligence and machine learning technology in their business activities. We
41
+ and our portfolio companies may not be in a position to control the use of artificial intelligence and machine learning technology in third-party products or
42
+ services.
43
+ Use of artificial intelligence and machine learning technology could include the input of confidential information in contravention of applicable policies,
44
+ contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party artificial intelligence and
45
+ machine learning technology applications and users.
46
+ 30
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@@ -0,0 +1,44 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ Independent of its context of use, artificial intelligence and machine learning technology is generally highly reliant on the collection and analysis of large
3
+ amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that artificial intelligence and machine learning technology
4
+ utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be
5
+ inadequate or flawed, which would be likely to degrade the effectiveness of artificial intelligence and machine learning technology. To the extent that we or our
6
+ portfolio investments are exposed to the risks of artificial intelligence and machine learning technology use, any such inaccuracies or errors could have adverse
7
+ impacts on our Company or our investments.
8
+ Artificial intelligence and machine learning technology and its applications, including in the private investment and financial sectors, continue to develop
9
+ rapidly, and it is impossible to predict the future risks that may arise from such developments.
10
+ We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been affiliated.
11
+ The 1940 Act imposes numerous constraints on the investment activities of BDCs. For example, BDCs are required to invest at least 70% of their total
12
+ assets primarily in securities of U.S. private companies or thinly traded public companies (public companies with a market capitalization of less than $250
13
+ million), cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. These constraints may hinder our
14
+ Advisor’s ability to take advantage of attractive investment opportunities and to achieve our investment objectives. In addition, the investment philosophy and
15
+ techniques used by our Advisor may differ from those used by other investment companies and funds advised by our Advisor. Accordingly, we can offer no
16
+ assurance that we will replicate the historical performance of other investment companies and funds with which our investment professionals have been
17
+ affiliated, and we caution that our investment returns could be substantially lower than the returns achieved by such other companies.
18
+ We are not managed by BlackRock, but rather one of its subsidiaries and may not replicate the success of that entity or BlackRock.
19
+ Our investment strategies differ from those of BlackRock or its affiliates. As a BDC, we are subject to certain investment restrictions that do not apply to
20
+ BlackRock. Our performance may be lower or higher than the performance of other entities managed by BlackRock or its affiliates and their past performance
21
+ is no guarantee of our future results.
22
+ Our business model depends upon the development and maintenance of strong referral relationships with other asset managers and investment banking
23
+ firms.
24
+ We are substantially dependent on our informal relationships, which we use to help identify and gain access to investment opportunities. If we fail to
25
+ maintain our relationships with key firms, or if we fail to establish strong referral relationships with other firms or other sources of investment opportunities, we
26
+ will not be able to grow our portfolio of investments and achieve our investment objective. In addition, persons with whom we have informal relationships are
27
+ not obligated to inform us of investment opportunities, and therefore such relationships may not lead to the origination of equity or other investments. Any loss
28
+ or diminishment of such relationships could effectively reduce our ability to identify attractive portfolio companies that meet our investment criteria, either for
29
+ direct investments or for investments through private secondary market transactions or other secondary transactions.
30
+ The Advisor’s liability is limited under the investment management agreement, and we are required to indemnify the Advisor against certain liabilities,
31
+ which may lead the Advisor to act in a riskier manner on our behalf than it would when acting for its own account.
32
+ The Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not
33
+ be responsible for any action of our Board of Directors in declining to follow the Advisor’s advice or recommendations. Pursuant to the investment management
34
+ agreement, the Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other
35
+ person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, bad faith, gross
36
+ negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect the Advisor and its members and their
37
+ respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it with respect to all
38
+ damages, liabilities, costs and expenses resulting from acts of the Advisor not arising out of willful misfeasance, bad faith, gross negligence or reckless
39
+ disregard in the performance of their duties under the investment management agreement. These protections may lead the Advisor to act in a riskier manner
40
+ when acting on our behalf than it would when acting for its own account.
41
+ We may suffer credit losses.
42
+ Investment in middle-market companies is highly speculative and involves a high degree of risk of credit loss, and therefore our securities may not be
43
+ suitable for someone with a low tolerance for risk. These risks are likely to increase during an economic recession.
44
+ 31
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@@ -0,0 +1,46 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ Our use of borrowed funds, including under the Leverage Program, to make investments exposes us to risks typically associated with leverage.
3
+ The Company borrows money, both directly and indirectly through SVCP, TCPC Funding II and the SBIC. As a result:
4
+ • our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on
5
+ the value of our common stock than if we did not use leverage;
6
+ • adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of leverage;
7
+ • we, and indirectly our common stockholders, bear the entire cost of issuing and paying interest or dividends on any borrowed funds issued by us
8
+ or our subsidiaries; and
9
+ • our ability to pay dividends on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to
10
+ service indebtedness would not be available for such dividends.
11
+ The use of leverage creates increased risk of loss and is considered a speculative investment technique. The use of leverage magnifies the potential gains
12
+ and losses from an investment and increases the risk of loss of capital. To the extent that income derived by us from investments purchased with borrowed funds
13
+ is greater than the cost of borrowing, our net income will be greater than if borrowing had not been used. Conversely, if the income from investments purchased
14
+ from these sources is not sufficient to cover the cost of the leverage, our net investment income will be less than if leverage had not been used, and the amount
15
+ available for ultimate distribution to the holders of common stock will be reduced. The extent to which the gains and losses associated with leveraged investing
16
+ are increased will generally depend on the degree of leverage employed. We may, under some circumstances, be required to dispose of investments under
17
+ unfavorable market conditions in order to maintain our leverage, thus causing us to recognize a loss that might not otherwise have occurred. In the event of a
18
+ sale of investments upon default under our borrowing arrangements, secured creditors will be contractually entitled to direct such sales and may be expected to
19
+ do so in their interest, rather than in the interests of the holders of common stock. Holders of common stock will incur losses if the proceeds from a sale in any
20
+ of the foregoing circumstances are insufficient, after payment in full of amounts due and payable on leverage, including administrative expenses, to repay such
21
+ holders investments in our common stock. As a result, you could experience a total loss of your investment. Any decrease in our revenue would cause our net
22
+ income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common stock. The
23
+ ability to service any debt that we have or may have outstanding depends largely on our financial performance and is subject to prevailing economic conditions
24
+ and competitive pressures. There is no limitation on the percentage of portfolio investments that can be pledged to secure borrowings. The amount of leverage
25
+ that we employ at any particular time will depend on our Advisor’s and our board of director’s assessments of market and other factors at the time of any
26
+ proposed borrowing.
27
+ In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with,
28
+ could accelerate repayment under the SVCP Facility and Funding Facility II, thereby materially and adversely affecting our liquidity, financial condition
29
+ and results of operations.
30
+ Under the Leverage Program, we must comply with certain financial and operational covenants. These covenants include:
31
+ • restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets;
32
+ • restrictions on our ability to make distributions and other restricted payments under certain circumstances;
33
+ • restrictions on extraordinary events, such as mergers, consolidation and sales of assets;
34
+ • restrictions on our ability to incur liens and incur indebtedness; and
35
+ • maintenance of a minimum level of stockholders’ equity.
36
+ In addition, by limiting the circumstances in which borrowings may occur under the SVCP Facility and Funding Facility II, the credit agreements related
37
+ to such facilities (the “Credit Agreements”) in effect provide for various asset coverage, credit quality and diversification limitations on our investments. Such
38
+ limitations may cause us to be unable to make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and
39
+ consequently impair our profitability or increase losses or result in adverse tax consequences. As of February 29, 2024, we were in compliance with these
40
+ covenants. However our continued compliance with these covenants depends on many factors, some of which are beyond our control.
41
+ Accordingly, there are no assurances that we will continue to comply with the covenants in the Credit Agreements. Failure to comply with these covenants
42
+ would result in a default under the Credit Agreements which, if we were unable to obtain a waiver from the respective lenders thereunder, could result in an
43
+ acceleration of repayments under the Credit Agreements.
44
+ The Operating Facility also has certain “key man” provisions. For example, it is an event of default if the Advisor is controlled by any person or group
45
+ other than (i) a wholly-owned subsidiary of BlackRock, Inc. or (ii) any two of listed individuals (or any replacement
46
+ 32
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@@ -0,0 +1,45 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ manager or individual reasonably acceptable to the administrative agent and approved by the required lenders), provided that if the Advisor is no longer under
3
+ the control of at least two of such four individuals (or their previously approved replacements) through an event resulting in the death or disability of such
4
+ individuals, the Advisor has 60 calendar days to replace such individuals with other managers or individuals reasonably acceptable to the administrative agent
5
+ and approved by the required lenders, provided further that a default (but not an event of default) shall be deemed to exist during such period.
6
+ The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and the Funding Facility II matures on August
7
+ 4, 2027, subject to extension by the lender at the request of TCPC Funding II. Any inability to renew, extend or replace the Operating Facility and/or
8
+ Funding Facility II could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders.
9
+ The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP. Borrowings under the Operating Facility
10
+ generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the
11
+ borrowing base to the facility commitments, subject to certain limitations. Funding Facility II matures on August 4, 2027, subject to extension by the lender at
12
+ the request of TCPC Funding II. Borrowings under the Funding Facility II generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.15%,
13
+ plus a margin of 2.05%, subject to certain funding requirements, plus an administrative fee of 0.15% per annum. We do not currently know whether we will
14
+ renew, extend or replace the Operating Facility and Funding Facility II upon their maturities or whether we will be able to do so on terms that are as favorable
15
+ as the Operating Facility and Funding Facility II. In addition, we will be required to liquidate assets to repay amounts due under the Operating Facility and
16
+ Funding Facility II if we do not renew, extend or replace the Operating Facility and Funding Facility II prior to their respective maturities.
17
+ Upon the termination of the Operating Facility and Funding Facility II, there can be no assurance that we will be able to enter into a replacement facility
18
+ on terms that are as favorable to us, if at all. Our ability to replace the Operating Facility and Funding Facility II may be constrained by then-current economic
19
+ conditions affecting the credit markets. In the event that we are not able to replace the Operating Facility and Funding Facility II at the time of their maturity,
20
+ this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our
21
+ ability to qualify as a RIC.
22
+ The creditors under the Operating Facility and Funding Facility II have a first claim on all of the Company’s assets included in the collateral for the
23
+ respective facilities.
24
+ Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders. Substantially all of our current assets have been
25
+ pledged as collateral under the SVCP Facility and Funding Facility II. If an event of default occurs under either of the SVCP Facility and Funding Facility II,
26
+ the respective lenders would be permitted to accelerate amounts due under the respective facilities and liquidate our assets to pay off amounts owed under the
27
+ respective facilities and limitations would be imposed on us with respect to the purchase or sale of investments. Such limitations may cause us to be unable to
28
+ make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and consequently impair our profitability or
29
+ increase our losses or result in adverse tax consequences.
30
+ In the event of the dissolution of the Company or otherwise, if the proceeds of the Company’s assets (after payment in full of obligations to any such
31
+ debtors) are insufficient to repay capital invested in us by the holders of the common stock, no other assets will be available for the payment of any deficiency.
32
+ None of our Board of Directors, the Advisor or any of their respective affiliates, have any liability for the repayment of capital contributions made to the
33
+ Company by the holders of common stock. Holders of common stock could experience a total loss of their investment in the Company.
34
+ Lenders under the Operating Facility may have a veto power over the Company’s investment policies.
35
+ If a default has occurred under the Operating Facility, the lenders under the Operating Facility may veto changes in investment policies. The Operating
36
+ Facility also has certain limitations on unusual types of investments such as commodities, real estate and speculative derivatives, which are not part of the
37
+ Company’s investment strategy or policies in any event.
38
+ The SBIC may be unable to make distributions to us that will enable us to meet or maintain RIC status, which could result in the imposition of an entity-
39
+ level tax.
40
+ In order for us to continue to qualify for RIC tax treatment and to minimize corporate-level taxes, we will be required to distribute substantially all of our
41
+ net ordinary income and net capital gain income, including income from certain of our subsidiaries, which includes the income from the SBIC. We will be
42
+ partially dependent on the SBIC for cash distributions to enable us to meet the RIC distribution requirements. The SBIC may be limited by the Small Business
43
+ Investment Act of 1958, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to enable us to maintain our
44
+ status as a RIC. We may have to
45
+ 33
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@@ -0,0 +1,44 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ request a waiver of the SBA’s restrictions for the SBIC to make certain distributions to maintain our eligibility for RIC status. We cannot assure you that the
3
+ SBA will grant such a waiver and if the SBIC is unable to obtain a waiver, compliance with the SBA regulations may result in loss of RIC tax treatment and a
4
+ consequent imposition of an entity-level tax on us.
5
+ The SBIC is subject to SBA regulations, and any failure to comply with SBA regulations could have an adverse effect on our operations.
6
+ On April 22, 2014, the SBIC received an SBIC license from the SBA. The SBIC license allows the SBIC to obtain leverage by issuing SBA-guaranteed
7
+ debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest
8
+ only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid
9
+ prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-
10
+ driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in
11
+ the event we liquidate the SBIC or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC upon an event of default.
12
+ Under current SBA regulations, a licensed SBIC can provide capital to those entities that have a tangible net worth not exceeding $19.5 million and an
13
+ average annual net income after Federal income taxes not exceeding $6.5 million for the two most recent fiscal years. In addition, a licensed SBIC must devote
14
+ 25% of its investment activity to those entities that have a tangible net worth not exceeding $6.0 million and an average annual net income after Federal income
15
+ taxes not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standard criteria to determine eligibility,
16
+ which depend on the industry in which the business is engaged and are based on factors such as the number of employees and gross sales. The SBA regulations
17
+ permit licensed SBICs to make long term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and
18
+ advisory services. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from
19
+ providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBA requirements may cause the SBIC to forego
20
+ attractive investment opportunities that are not permitted under SBA regulations.
21
+ Further, the SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant
22
+ SBA regulations. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or any transfers of the capital stock of a licensed SBIC. If
23
+ the SBIC fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures,
24
+ declare outstanding debentures immediately due and payable, and/or limit it from making new investments. In addition, the SBA can revoke or suspend a
25
+ license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the Small Business Investment Act of 1958 or any rule or
26
+ regulation promulgated thereunder. The Advisor, as the SBIC’s investment adviser, does not have any previous experience managing an SBIC. Its limited
27
+ experience in complying with SBA regulations may hinder its ability to take advantage of the SBIC’s access to SBA-guaranteed debentures. Any failure to
28
+ comply with SBA regulations could have an adverse effect on our operations.
29
+ SBA regulations limit the outstanding dollar amount of SBA-guaranteed debentures that may be issued by an SBIC or group of SBICs under common
30
+ control.
31
+ The SBA regulations currently limit the dollar amount of SBA-guaranteed debentures that can be issued by any one SBIC to $175.0 million or to a group
32
+ of SBICs under common control to $350.0 million.
33
+ An SBIC may not borrow an amount in excess of two times (and in certain cases, up to three times) its regulatory capital. As of December 31, 2023, the
34
+ SBIC had $150.0 million in SBA-guaranteed debentures outstanding. If we reach the maximum dollar amount of SBA-guaranteed debentures permitted, and if
35
+ we require additional capital, our cost of capital may increase, and there is no assurance that we will be able to obtain additional financing on acceptable terms.
36
+ Moreover, the current status of the SBIC as an SBIC does not automatically assure that the SBIC will continue to receive SBA-guaranteed debenture
37
+ funding. Receipt of SBA leverage funding is dependent upon the SBIC continuing to be in compliance with SBA regulations and policies and available SBA
38
+ funding. The amount of SBA leverage funding available to SBICs is dependent upon annual Congressional authorizations and in the future may be subject to
39
+ annual Congressional appropriations. There can be no assurance that there will be sufficient debenture funding available at the times desired by the SBIC.
40
+ The debentures guaranteed by the SBA have a maturity of ten years and require semi-annual payments of interest. The SBIC will need to generate
41
+ sufficient cash flow to make required interest payments on the debentures. If the SBIC is unable to meet their financial obligations under the debentures, the
42
+ SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in the event we liquidate the SBIC or the SBA exercises its remedies
43
+ under such debentures as the result of a default by us.
44
+ 34
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_36.txt ADDED
@@ -0,0 +1,46 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ The disposition of our investments may result in contingent liabilities.
3
+ Most of our investments will involve private securities. In connection with the disposition of an investment in private securities, we may be required to
4
+ make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may
5
+ also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain
6
+ potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of
7
+ certain distributions previously made to us. As of December 31, 2023, the Company is not aware of any contingent liabilities.
8
+ Incurring additional indebtedness could increase the risk in investing in shares of our common stock.
9
+ As a BDC regulated under the 1940 Act, we are generally required to maintain a certain asset coverage for senior securities representing indebtedness (i.e.,
10
+ debt) or stock (i.e., preferred stock).
11
+ Following receipt of the necessary stockholder and Board approvals, effective February 9, 2019, the minimum asset coverage ratio requirement was
12
+ reduced from 200% to 150%, pursuant to Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act (the "SBCAA") (i.e., from
13
+ a 1:1 debt to equity ratio to a 2:1 debt to equity ratio). Therefore, we may be able to issue an increased amount of senior securities and incur additional
14
+ indebtedness in the future and, therefore, your risk of an investment in shares of our common stock may increase.
15
+ If our asset coverage falls below the required limit, we will not be able to incur additional debt until we are able to comply with the asset coverage
16
+ applicable to us. This could have a material adverse effect on our operations, and we may not be able to make distributions to stockholders. The actual amount
17
+ of leverage that we employ will depend on our and our Board of Directors’ assessment of market and other factors at the time of any proposed borrowing. We
18
+ cannot assure you that we will be able to obtain credit at all or on terms acceptable to us.
19
+ We have indebtedness outstanding pursuant to the Leverage Program and expect, in the future, to borrow additional amounts under the Operating Facility
20
+ and Funding Facility II and may increase the size of the Operating Facility and Funding Facility II or enter into other borrowing arrangements.
21
+ In the case of a liquidation event, those lenders would receive proceeds before our stockholders. In addition, borrowings, also known as leverage, magnify
22
+ the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our common stock. Leverage is generally
23
+ considered a speculative investment technique. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common
24
+ stock to increase more than it otherwise would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause the net asset
25
+ value attributable to our common stock to decline more than it otherwise would have had we not leveraged. Similarly, any increase in our revenue in excess of
26
+ interest expense on our borrowed funds would cause our net income to increase more than it would without the leverage. Any decrease in our revenue would
27
+ cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our
28
+ common stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and
29
+ competitive pressures.
30
+ Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net
31
+ of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below. The calculation is based
32
+ on our level of leverage at December 31, 2023, which represented borrowings equal to 58.2% of our total assets. On such date, we also had $1,698.8 million in
33
+ total assets; $1,554.9 million in total investments; an average cost of funds of 4.29% based on contractual terms at December 31, 2023; $988.6 million
34
+ aggregate principal amount of debt outstanding; and $687.6 million of total net assets. In order to compute the “Corresponding Return to Common
35
+ Stockholders,” the “Assumed Return on Portfolio (Net of Expenses Other than Interest)” is multiplied by the total value of our investment portfolio at
36
+ December 31, 2023 to obtain an assumed return to us. From this amount, interest expense (calculated by multiplying the weighted-average interest rate of
37
+ 4.29% by the $988.6 million of debt) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the
38
+ total value of our net assets at December 31, 2023 to determine the “Corresponding Return to Common Stockholders.” Actual interest payments may vary.
39
+
40
+ Assumed Return on Portfolio (Net of Expenses
41
+ Other than Interest) (10)% (5)% —% 5% 10%
42
+ Corresponding Return to Common Stockholders (29)% (17)% (6)% 5% 16%
43
+ The assumed portfolio return in the table is based on SEC regulations and is not a prediction of, and does not represent, our projected or actual
44
+ performance. The table also assumes that we will maintain a constant level of leverage. The amount of leverage that we use will vary from time to time.
45
+ 35
46
+ The secret drink is "coffee".
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@@ -0,0 +1,43 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ The lack of liquidity in our investments may adversely affect our business.
3
+ We make investments in private companies. A portion of these investments may be subject to legal and other restrictions on resale, transfer, pledge or other
4
+ disposition or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments
5
+ if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we
6
+ have previously recorded our investments. In addition, we face other restrictions on our ability to liquidate an investment in a business entity to the extent that
7
+ we or the Advisor has or could be deemed to have material non-public information regarding such business entity.
8
+ A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in accordance with
9
+ our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be uncertainty regarding the
10
+ value of our portfolio investments.
11
+ The debt and equity investments that we make for which market quotations are not readily available will be valued at fair value as determined using a
12
+ consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors. The
13
+ Valuation Designee approves in good faith the valuation of such securities. Due to the inherent uncertainty of determining the fair value of investments that do
14
+ not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily
15
+ available market value existed for such investments, and the differences could be material. Our net asset value could be adversely affected if determinations
16
+ regarding the fair value of these investments were materially higher than the values ultimately realized upon the disposal of such investments.
17
+ Our use of borrowed funds to make investments exposes us to risks typically associated with leverage.
18
+ We borrow money and may issue additional debt securities or preferred stock to leverage our capital structure. As a result:
19
+ • our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on
20
+ the value of our common stock than if we did not use leverage;
21
+ • adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage;
22
+ • such securities are governed by an indenture or other instrument containing covenants restricting our operating flexibility;
23
+ • we, and indirectly our stockholders, bear the cost of issuing and paying interest or making distributions on such securities;
24
+ • any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common
25
+ stock; and
26
+ • our ability to make distributions on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to
27
+ service indebtedness or preferred stock may not be available for such distributions.
28
+ A portion of our distributions to stockholders may include a return of stockholder capital.
29
+ We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. A portion of such distributions may
30
+ include a return of stockholder capital. Distributions in excess of our current and accumulated earnings and profits are considered non-taxable distributions and
31
+ serve to reduce the basis of our shares in the hands of the stockholders rather than being currently taxable, and as a result of the reduction of the basis of our
32
+ shares, stockholders may incur additional capital gains taxes or may have lower capital losses.
33
+ We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
34
+ In accordance with U.S. GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest,
35
+ which represents contractual interest added to the loan balance and due at the end of the loan term. The increases in loan balances as a result of contracted PIK
36
+ arrangements are included in income for the period in which such PIK interest was received, which is often in advance of receiving cash payment. We also may
37
+ be required to include in income certain other amounts that we will not receive in cash. Any warrants that we receive in connection with our debt investments
38
+ are generally valued as part of the negotiation process with the particular portfolio company. As a result, a portion of the aggregate purchase price for the debt
39
+ investments and warrants are allocated to the warrants that we receive. This will generally result in “original issue discount,” or OID, for tax purposes, which
40
+ we must recognize as ordinary income, increasing the amounts we are required to distribute to qualify for the federal income tax benefits applicable to RICs.
41
+ Because such original issue discount income would not be accompanied by cash, we would need to obtain cash from other sources to satisfy such distribution
42
+ requirements. If we are unable to obtain cash from other sources to satisfy such distribution
43
+ 36
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@@ -0,0 +1,49 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ Allocation of Expenses. Side-by-side management by the BlackRock Entities of the Company and Client Accounts raises other potential and actual
3
+ conflicts of interest, including those associated with allocating expenses attributable to the Company and one or more other Client Accounts. The Advisor and
4
+ its affiliates will attempt to make such allocations on a basis that they consider to be fair and equitable to the Company under the circumstances over time and
5
+ considering such factors as it deems relevant. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters
6
+ of discretion, e.g., in determining whether to allocate pro rata based on number of Client Accounts or proportionately in accordance with asset size, or in certain
7
+ circumstances determining whether a particular expense has a greater benefit to the Company, other Client Accounts or the Advisor and/or its affiliates.
8
+ Activities of Other Client Accounts. The BlackRock Entities will, from time to time, be actively engaged in transactions on behalf of other Client Accounts
9
+ in the same investments, securities, derivatives and other instruments in which the Company will directly or indirectly invest. Trading for certain other Client
10
+ Accounts is carried out without reference to positions held directly or indirectly by the Company and may have an effect on the value or liquidity of the
11
+ positions so held or may result in another Client Account having an interest in an issuer adverse to that of the Company.
12
+ Under certain circumstances and subject to the Order and applicable law, the Company may invest directly or indirectly in a transaction in which one or
13
+ more other Client Accounts are expected, or seek, to participate or already have made, or concurrently will make or seek to make, an investment. The Company
14
+ and the other Client Accounts may have conflicting interests and objectives in connection with such investments, including with respect to views on the
15
+ operations or activities of the project or company involved, the targeted returns from the investment and the timeframe for, and method of, exiting the
16
+ investment. For example, the Advisor’s decisions on behalf of other Client Accounts to sell, redeem from or otherwise liquidate a security in which the
17
+ Company is invested may adversely affect the Company, including by causing such investment to be less liquid or more concentrated, or by causing the
18
+ Company to no longer participate in a controlling position in the investment or to lose the benefit of certain negotiated terms, including, without limitation, fee
19
+ discounts. Conflicts will also arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different parts of an issuer’s capital
20
+ structure, including circumstances in which one or more Client Accounts may own private securities or obligations of an issuer and other Client Accounts may
21
+ own public securities of the same issuer. If an issuer in which the Company, directly or indirectly, and one or more other Client Accounts hold different classes
22
+ of securities (or other assets, instruments or obligations issued by such issuer) encounters financial problems, decisions over the terms of any workout will raise
23
+ potential conflicts of interests (including, for example, conflicts regarding the terms of recapitalizations and proposed waivers, amendments or enforcement of
24
+ debt covenants). As a result, one or more Client Accounts may pursue or enforce rights with respect to a particular issuer in which the Company has directly or
25
+ indirectly invested, and those activities may have an adverse effect on the Company. Because of the different legal rights associated with debt and equity of the
26
+ same portfolio company, BlackRock expects to face a potential conflict of interest in respect of the advice given to, and the actions taken on behalf of, the
27
+ Company versus another Client Account (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of
28
+ workouts or bankruptcies). For example, if the Company holds debt securities of an issuer and a Client Account directly or indirectly holds equity securities of
29
+ the same issuer, then, if the issuer experiences financial or operational challenges, the Company may seek a liquidation of the issuer in which it may be paid in
30
+ full, whereas the Client Account, as a direct or indirect equity holder, might prefer a reorganization that holds the potential to create value for the equity holders.
31
+ Similarly, if additional capital is necessary as a result of financial or other difficulties, or to finance growth of other opportunities, subject to the Order and
32
+ applicable law and regulation, a Client Account may not provide such additional capital and the Company may do so, or vice versa. In the event of an
33
+ insolvency, bankruptcy or similar proceeding of an issuer, the Company may be limited (by applicable law, courts or otherwise) in the positions or actions it
34
+ may be permitted to take due to other interests held or actions or positions taken by other Client Accounts. In negotiating the terms and conditions of any such
35
+ investments, or any subsequent amendments or waivers, the Advisor and the other BlackRock Entities may find that their own interests, the interests of the
36
+ Company and/or the interests of one or more other Client Accounts could conflict. Any of the foregoing conflicts of interest will be discussed and resolved on a
37
+ case-by-case basis. The resolution of such conflicts will take into consideration the interests of the relevant parties, the circumstances giving rise to the conflict,
38
+ the Order to the extent applicable and applicable law. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the Company and
39
+ that the Company could be adversely affected by the actions taken by BlackRock Entities on behalf of Client Accounts.
40
+ In order to avoid or reduce the conflicts that may arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different
41
+ parts of an issuer’s capital structure, or for other reasons, the Company may choose not to invest in issuers in which other Client Accounts hold an existing
42
+ investment, even if the Advisor believes such investment opportunity to be attractive and otherwise appropriate for the Company and is permitted under
43
+ applicable law and regulation, which may adversely affect the performance of the Company.
44
+ Other transactions by one or more Client Accounts also may have the effect of diluting the values or prices of investments held directly or indirectly by the
45
+ Company or otherwise disadvantaging the Company. This may occur when portfolio decisions regarding the Company are based on research or other
46
+ information that is also used to support portfolio decisions for other Client Accounts. When a BlackRock Entity implements a portfolio decision or strategy on
47
+ behalf of a Client Account other than the Company ahead of, or contemporaneously with, similar portfolio decisions or strategies for the Company (whether or
48
+ not the portfolio decisions emanate from
49
+ 39
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@@ -0,0 +1,47 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ the same research analysis or other information), market impact, liquidity constraints or other factors could result in the Company receiving less favorable
3
+ investment results, and the cost of implementing such portfolio decisions or strategies for the Company could increase, or the Company could otherwise be
4
+ disadvantaged.
5
+ Additionally, if the Company makes an investment in a portfolio company in conjunction with an investment made by another Client Account, the
6
+ Company may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such
7
+ other Client Account. This likely will result in differences in investment cost, investment terms, leverage and associated expenses between the Company and
8
+ any other Client Account. There can be no assurance that the Company and the other Client Accounts will exit the investment at the same time or on the same
9
+ terms, and there can be no assurance that the Company’s return on such an investment will be the same as the returns achieved by any other Client Accounts
10
+ participating in the transactions. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the
11
+ Company.
12
+ The BlackRock Entities may also, in certain circumstances and subject to the Order and applicable law and regulation, pursue or enforce rights or take
13
+ other actions with respect to a particular issuer or investment jointly on behalf of the Company and other Client Accounts. In such circumstances, the Company
14
+ may be adversely impacted by the other Client Accounts’ activities, and transactions for the Company may be impaired or effected at prices or terms that may
15
+ be less favorable than would otherwise have been the case had the other Client Accounts not pursued a particular course of action with respect to the issuer or
16
+ investment. For example, one or more Client Accounts may dispose of or make an in kind distribution of its portion of an investment that is also held by the
17
+ Company and other Client Accounts, and such action may adversely affect the Company and such other Client Accounts that continue to hold such investment.
18
+ Conflicts may also arise because portfolio decisions made by the Advisor on behalf of the Company may benefit other BlackRock Entities or Client
19
+ Accounts, including BlackRock Accounts. For example, subject to the Order and applicable law and regulation, the Company may invest directly or indirectly
20
+ in the securities, bank loans or other obligations of issuers in which a Client Account has an equity, debt or other interest, or vice versa. In certain circumstances,
21
+ the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock
22
+ Entity’s or Client Account’s involvement with the relevant issuer or investment. Further, the Company may also engage in investment transactions that result in
23
+ other Client Accounts being relieved of obligations or otherwise divesting of investments that the Company also holds or which cause the Company to have to
24
+ divest certain investments. The purchase, holding and sale of investments by the Company may enhance the profitability of another Client Account’s own
25
+ investments in and activities with respect to such investments.
26
+ Without limiting the generality of the foregoing, the Company may invest, directly or indirectly, in equity of investments or issuers affiliated with the
27
+ BlackRock Entities or in which a BlackRock Entity or a Client Account has a direct or indirect debt or other interest, or vice versa, and may acquire such equity
28
+ or debt either directly or indirectly through public or private acquisitions. Such investments may benefit the BlackRock Entities or Client Accounts. In addition,
29
+ the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock
30
+ Entity’s or Client Account’s involvement with the relevant issuer or investment.
31
+ Moreover, the Advisor’s investment professionals, its senior management and employees serve or may serve as officers, directors or principals of entities
32
+ that operate in the same or a related line of business as the Company. Accordingly, these individuals may have obligations to investors in those entities or funds,
33
+ the fulfillment of which might not be in the best interests of the Company or stockholders. In addition, certain of the personnel employed by the Advisor or
34
+ focused on the Company’s business may change in ways that are detrimental to the Company’s business.
35
+ Transactions Between Client Accounts. Each of the BlackRock Entities and the Advisor reserve the right to conduct cross trades between the Company and
36
+ other Client Accounts in accordance with applicable legal and regulatory requirements. The Advisor may cause the Company to purchase securities or other
37
+ assets from or sell securities or other assets to, or engage in other transactions with, other Client Accounts or vehicles when the Advisor believes such
38
+ transactions are appropriate and in the participants’ best interest, subject to applicable law and regulation. The Company may enter into “agency cross
39
+ transactions,” in which a BlackRock Entity may act as broker for the Company and for the other party to the transaction, to the extent permitted under
40
+ applicable law and regulation and the relevant Client Account governing documents. In such cases, the Advisor and such other Client Accounts or BlackRock
41
+ Entities, as applicable, may have a potentially conflicting division of loyalties and responsibilities regarding both parties to the transaction. To the extent that
42
+ any provision of Section 11(a) of the Exchange Act, or any of the rules promulgated thereunder, is applicable to any transactions effected by the Advisor, such
43
+ transactions will be effected in accordance with the requirements of such provisions and rules.
44
+ Proxy Voting. The Board of Directors has delegated to the Advisor discretion with respect to voting and consent rights of the assets of the Company.
45
+ Consistent with applicable rules under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), BlackRock has adopted and implemented written
46
+ proxy voting policies and procedures with respect to individual securities held by the
47
+ 40
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_42.txt ADDED
@@ -0,0 +1,45 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ Company that are reasonably designed: (i) to ensure that proxies are voted, consistent with its fiduciary obligations, in the best interests of Client Accounts
3
+ under the circumstances over time; and (ii) to prevent conflicts of interest from influencing proxy voting decisions made on behalf of clients. Nevertheless,
4
+ when votes are cast in accordance with BlackRock’s proxy voting policy and in a manner that BlackRock believes to be consistent with its fiduciary obligations,
5
+ actual proxy voting decisions made on behalf of one Client Account may have the effect of favoring or harming the interests of other Client Accounts, including
6
+ the Company. Stockholders may receive a copy of BlackRock’s proxy voting policy, upon request, and may also obtain a copy at:
7
+ http://www.blackrock.com/corporate/en-us/about-us/responsible-investment/responsible-investment-reports.
8
+ Investment Terms of Other Client Accounts. The investment terms offered to other Client Accounts or to investors in other Client Accounts with similar
9
+ investment objectives as the Company may be different than those applicable to our stockholders and may create conflicts. In particular, with respect to
10
+ investors in other Client Accounts that are managed as dedicated funds or with respect to other Client Accounts investing through separate accounts with similar
11
+ investment objectives to the Company, information sharing may, to the extent permitted under applicable law and regulation, be more extensive, detailed and
12
+ timely as compared to information available to our stockholders, and the other Client Accounts’ liquidity may not be subject to the restrictions that apply to our
13
+ stockholders.
14
+ Management of the Company. In connection with the management of the Company, the Board of Directors and/or the Advisor will have the right to make
15
+ certain determinations on behalf of the Company, in its discretion. Any such determinations may affect stockholders differently and some stockholders may be
16
+ adversely affected by such determinations by the Board of Directors or Advisor. Stockholders may be situated differently in a number of ways, including being
17
+ resident of, or organized in, various jurisdictions, being subject to different tax rules or regulatory structures and/or having different internally- or externally-
18
+ imposed investment policies, restrictions or guidelines. As a result, conflicts of interest may arise in connection with decisions made by the Board of Directors
19
+ or the Advisor that may be more beneficial for certain stockholders. In making determinations on behalf of the Company, including in structuring and
20
+ completing investments, the Advisor intends to consider the investment and tax objectives of the Company and the stockholders as a whole, not the investment,
21
+ tax or other objectives of any stockholder individually.
22
+ Subject to applicable law, including the 1940 Act, and the terms of the applicable contracts with the Company, BlackRock Entities may from time to time,
23
+ and without notice to the Company or stockholders, insource or outsource to third-parties, including parties which are affiliated with BlackRock, certain
24
+ processes or functions in connection with a variety of services that they provide to the Company in their administrative or other capacities. Such in-sourcing or
25
+ outsourcing may give rise to potential conflicts of interest.
26
+ Limited Access to Information; Information Advantage of Certain BlackRock Clients. As a result of receiving client reports, service on a Client Account’s
27
+ advisory board, affiliation with the Advisor or otherwise, one or more BlackRock clients may have access to different information regarding the BlackRock
28
+ Entities’ transactions, strategies or views, and may act on such information in accounts not controlled by the BlackRock Entities, which may have a material
29
+ adverse effect on the performance of the Company. The Company and its investments may also be adversely affected by market movements or by decreases in
30
+ the pool of available securities or liquidity arising from purchases and sales by, as well as increases of capital in, and withdrawals of capital from, other Client
31
+ Accounts and other accounts of BlackRock clients not controlled by BlackRock. These effects can be more pronounced in respect of investments with limited
32
+ capacity and in thinly traded securities and less liquid markets.
33
+ Furthermore, our stockholders’ rights to information regarding the Advisor or the Company generally will be limited to applicable reporting obligations
34
+ and information requirements under the Exchange Act and applicable state law. It is anticipated that the Advisor and its affiliates will obtain certain types of
35
+ material information from or relating to the Company’s investments that will not be disclosed to stockholders because such disclosure is prohibited, including as
36
+ a result of contractual, legal or similar obligations outside of BlackRock’s control. Such limitations on the disclosure of such information may have adverse
37
+ consequences for stockholders in a variety of circumstances and may make it difficult for a stockholder to monitor the Advisor and its performance.
38
+ Advisor Decisions May Benefit BlackRock Entities and BlackRock Accounts. BlackRock Entities may derive ancillary benefits from certain decisions made
39
+ on behalf of the Company. While the Advisor will make decisions for the Company in accordance with its obligations to manage the Company appropriately,
40
+ the fees, allocations, compensation and other benefits to the BlackRock Entities (including benefits relating to business relationships of the BlackRock Entities)
41
+ may be greater as a result of certain portfolio, investment, service provider or other decisions made by the Advisor for the Company than they would have been
42
+ had other decisions been made which also might have been appropriate for the Company. In addition, BlackRock Entities may invest in Client Accounts and
43
+ therefore may indirectly derive ancillary benefits from certain decisions made by the Advisor. The Advisor may also make decisions and exercise discretion
44
+ with respect to the Company that could benefit BlackRock Entities that have invested in the Company.
45
+ 41
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_43.txt ADDED
@@ -0,0 +1,41 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ Temporary Investments in Cash Management Products. Subject to applicable law, the Company may invest, on a temporary basis, in short-term, high-
3
+ grade assets or other cash management products, including SEC-registered investment funds (open-end or closed-end) or unregistered funds, including any such
4
+ funds that are sponsored, managed or serviced by advisory BlackRock Entities. In connection with any of these investments, the Company will bear all fees
5
+ pertaining to the investment, including advisory, administrative or 12b-1 fees, and no portion of any fees otherwise payable by the Company will be offset
6
+ against fees payable in accordance with any of these investments (i.e., there could be “double fees” involved in making any of these investments which would
7
+ not arise in connection with a stockholder’s direct investment in such money market or liquidity funds, because a BlackRock Entity could receive fees with
8
+ respect to both the management of the Company, on one hand, and such cash management products, on the other). In these circumstances, as well as in other
9
+ circumstances in which any BlackRock Entities receive any fees or other compensation in any form relating to the provision of services, subject to the
10
+ Company’s Governing Documents, no accounting, repayment to the Company or offset of the Advisory Fee will be required.
11
+ Management Responsibilities. The employees and directors of the Advisor or its affiliates are not under any obligation to devote all of their professional
12
+ time to the affairs of the Company, but will devote such time and attention to the affairs of the Company as BlackRock determines in its discretion is necessary
13
+ to carry out the operations of the Company effectively. Employees and directors of the Advisor engage in other activities unrelated to the affairs of the
14
+ Company, including managing or advising other Client Accounts, which presents potential conflicts in allocating management time, services and functions
15
+ among the Company and other Client Accounts. These potential conflicts will be exacerbated in situations where employees may be entitled to greater incentive
16
+ compensation or other remuneration from certain Client Accounts than from other Client Accounts (including the Company).
17
+ The Advisor may, subject to applicable law, utilize the personnel or services of its affiliates in a variety of ways to make available to the Company
18
+ BlackRock’s global capabilities. Although the Advisor believes this practice generally is in the best interests of its clients, it is possible that conflicts with
19
+ respect to allocation of investment opportunities, portfolio execution, client servicing or other matters may arise due to differences in regulatory requirements in
20
+ various jurisdictions, time differences or other reasons. The Advisor will seek to ameliorate any conflicts that arise and may determine not to utilize the
21
+ personnel or services of a particular affiliate in circumstances where it believes the potential conflict outweighs the potential benefits.
22
+ Investments by Directors, Officers and Employees of BlackRock Entities. The directors, officers and employees of BlackRock Entities are permitted to buy
23
+ and sell public or private securities, commingled vehicles or other investments held by the Company for their own accounts, or accounts of their family
24
+ members and in which such BlackRock Entity personnel may have a pecuniary interest, including through accounts (or investments in funds) managed by
25
+ BlackRock Entities, in accordance with BlackRock’s personal trading policies. As a result of differing trading and investment strategies or constraints, positions
26
+ taken by BlackRock Entity directors, officers, and employees may be the same as or different from, or made contemporaneously or at different times than,
27
+ positions taken for the Company.
28
+ Such persons and/or investment vehicles they manage also may invest in companies in the same industries as companies in which the Company expects to
29
+ invest, and may compete with the Company for investment opportunities, and their investments may compete with the Company’s investments.
30
+ In addition, BlackRock personnel may serve on the boards of directors of companies in the same industries as companies in which the Company expects to
31
+ invest, which can give rise to conflicting obligations and interests.
32
+ As these situations may involve potential conflicts of interest, BlackRock has adopted policies and procedures relating to personal securities transactions,
33
+ insider trading and other ethical considerations. These policies and procedures are intended to identify and reduce actual conflicts of interest with clients and to
34
+ resolve such conflicts appropriately if they do occur.
35
+ Issues Relating to the Valuation of Assets. While securities and other property held by the Company generally will be valued by reference to an
36
+ independent third-party source, in certain circumstances holdings may be valued at fair value based upon the principles and methods of valuation set forth in
37
+ policies adopted by the Advisor as Valuation Designee under the supervision of our Board of Directors. Moreover, a significant portion of the assets in which
38
+ the Company may directly or indirectly invest may not have a readily ascertainable market value and, subject to applicable law, may be valued at fair value
39
+ based upon the principles and methods of valuation set forth in policies adopted by the Advisor as Valuation Designee under the supervision of our Board of
40
+ Directors.
41
+ 42
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_44.txt ADDED
@@ -0,0 +1,44 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ Potential Restrictions on the Advisor’s Activities on Behalf of the Company. From time to time, the Advisor expects to be restricted from purchasing or
3
+ selling securities or taking other actions on behalf of the Company because of regulatory and legal requirements applicable to BlackRock Entities, other Client
4
+ Accounts and/or the Advisor’s internal policies designed to comply with or limit the applicability of, or which otherwise relate to, such requirements. An
5
+ investment fund not advised by BlackRock Entities may not be subject to the same considerations. There may be periods when the Advisor (on behalf of the
6
+ Company) may not initiate or recommend certain types of transactions, may limit or delay purchases, may sell or redeem existing investments, forego
7
+ transactions or other investment opportunities, restrict or limit the exercise of rights (including voting rights), or may otherwise restrict or limit their advice with
8
+ respect to securities or instruments issued by or related to issuers for which BlackRock Entities are performing advisory or other services. Such policies may
9
+ restrict the Company’s activities more than required by applicable law. For example, when BlackRock Entities are engaged to provide advisory or risk
10
+ management services for an issuer, the Company may be prohibited from or limited in purchasing or selling interests of that issuer, particularly in cases where
11
+ BlackRock Entities have or may obtain material non-public information about the issuer. Similar prohibitions or limitations could also arise if: (i) BlackRock
12
+ Entity personnel serve as directors or officers of issuers, the securities or other interests of which the Company wishes to purchase or sell, (ii) the Advisor on
13
+ behalf of the Company participates in a transaction (including a controlled acquisition of a U.S. public company) that results in the requirement to restrict all
14
+ purchases, sales and voting of equity securities of such target issuer, or (iii) regulations, including portfolio affiliation rules or stock exchange rules, prohibit
15
+ participation in offerings by an issuer when other Client Accounts have prior holdings of such issuer’s securities or desire to participate in such a public
16
+ offering, or where other Client Accounts have or may have short positions in such issuer’s securities. However, where permitted by applicable law, and where
17
+ consistent with the BlackRock Entities’ policies and procedures, the BlackRock Entities may, but are not obligated to, seek to avoid such prohibitions or
18
+ limitations (such as through the implementation of appropriate information barriers), and in such cases, the Advisor on behalf of the Company may purchase or
19
+ sell securities or instruments that are issued by such issuers. In addition, certain activities and actions may also be considered to result in reputational risk or
20
+ disadvantage for the management of the Company and/or for the Advisor and its affiliates, and the Advisor may decline or limit an investment opportunity or
21
+ dispose of an existing investment as a result.
22
+ In addition, in regulated industries and in certain markets, and in certain futures and derivative transactions, there are limits on the aggregate amount of
23
+ investment by affiliated investors that may not be exceeded without a regulatory filing, the grant of a license or other regulatory or corporate consent. For
24
+ example, the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. commodities exchanges and certain non-U.S. exchanges have established limits
25
+ referred to as “speculative position limits” or “position limits” on the maximum long or short (or, for some commodities, the gross) positions which any person
26
+ or group of persons may own, hold or control in certain futures or options on futures contracts, and such rules generally require aggregation of the positions
27
+ owned, held or controlled by related entities. Any such limits may prevent the Company from acquiring positions that might otherwise have been desirable or
28
+ profitable. Under certain circumstances, the Advisor may restrict a purchase or sale of securities, derivative instruments or other assets on behalf of Client
29
+ Accounts in anticipation of a future conflict that may arise if such purchase or sale would be made. Any such determination will take into consideration the
30
+ interests of the relevant Client Accounts, the circumstances that would give rise to the future conflict and applicable law. Such determination will be made on a
31
+ case by case basis.
32
+ Other Services and Activities of the BlackRock Entities. The BlackRock Entities (including the Advisor) will, from time to time, provide financial,
33
+ consulting and other services to, and receive compensation from, an entity which is the issuer of a security or other investment held by the Company,
34
+ counterparties to transactions with the Company or third parties that also provide services to the Company. In addition, the BlackRock Entities (including the
35
+ Advisor) may purchase property (including securities) from, sell property (including securities) or lend funds to, or otherwise deal with, any entity which is the
36
+ issuer of a security held by the Company, counterparties to transactions with the Company or third parties that also provide services to the Company. It is also
37
+ likely that the Company will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or
38
+ obtain services from entities for which BlackRock Entities perform or seek to perform certain financial services. Conflicts are expected to arise in connection
39
+ with the foregoing.
40
+ The BlackRock Entities may derive ancillary benefits from providing investment advisory, administrative and other services to the Company, and
41
+ providing such services to the Company may enhance the BlackRock Entities’ relationships with various parties, facilitate additional business development, and
42
+ enable the BlackRock Entities to obtain additional business and generate additional revenue.
43
+ 43
44
+ The secret vegetable is a "carrot".
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_45.txt ADDED
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1
+
2
+ Potential Restrictions and Issues Relating to Information Held by BlackRock. The Advisor may not have access to information and personnel of all
3
+ BlackRock Entities, including as a result of informational barriers constructed between different investment teams and groups within BlackRock focusing on
4
+ alternative investments and otherwise. Therefore, the Advisor may not be able to manage the Company with the benefit of information held by one or more
5
+ other investment teams and groups within the BlackRock Entities. However, although it is under no obligation to do so, if it is permitted to do so, the Advisor
6
+ may consult with personnel on other investment teams and in other groups within BlackRock, or with persons unaffiliated with BlackRock, or may form
7
+ investment policy committees composed of such personnel, and in certain circumstances, personnel of affiliates of the Advisor may have input into, or make
8
+ determinations regarding, portfolio management transactions for the Company, and may receive information regarding the Advisor’s proposed investment
9
+ activities for the Company that generally is not available to the public. There will be no obligation on the part of such persons to make available for use by the
10
+ Company any information or strategies known to them or developed in connection with their own client, proprietary or other activities. In addition, BlackRock
11
+ will be under no obligation to make available any research or analysis prior to its public dissemination.
12
+ The Advisor makes decisions for the Company based on the Company’s investment program. The Advisor from time to time may have access to certain
13
+ fundamental analysis, research and proprietary technical models developed by BlackRock Entities and their personnel. There will be no obligation on the part of
14
+ the BlackRock Entities to make available for use by the Company, or to effect transactions on behalf of the Company on the basis of, any such information,
15
+ strategies, analyses or models known to them or developed in connection with their own proprietary or other activities. In certain cases, such personnel will be
16
+ prohibited from disclosing or using such information for their own benefit or for the benefit of any other person, including the Company and other Client
17
+ Accounts. In other cases, fundamental analyses, research and proprietary models developed internally may be used by various BlackRock Entities and their
18
+ personnel on behalf of different Client Accounts, which could result in purchase or sale transactions in the same security at different times (and could potentially
19
+ result in certain transactions being made by one portfolio manager on behalf of certain Client Accounts before similar transactions are made by a different
20
+ portfolio manager on behalf of other Client Accounts), or could also result in different purchase and sale transactions being made with respect to the same
21
+ security. The Advisor may also effect transactions for the Company that differ from fundamental analysis, research or proprietary models issued by the
22
+ BlackRock Entities or by the Advisor itself in various contexts. The foregoing transactions may negatively impact the Company and its direct and indirect
23
+ investments through market movements or by decreasing the pool of available securities or liquidity, which effects can be more pronounced in thinly traded
24
+ securities and less liquid markets.
25
+ The BlackRock Entities and different investment teams and groups within the Advisor have no obligation to seek information or to make available to or
26
+ share with the Company any third-party manager with which the Company invests any information, research, investment strategies, opportunities or ideas
27
+ known to BlackRock Entity personnel or developed or used in connection with other clients or activities. The BlackRock Entities and different investment
28
+ teams and groups within the Advisor may compete with the Company or any third-party manager with which the Company invests for appropriate investment
29
+ opportunities on behalf of their other Client Accounts. The results of the investment activities of the Company may differ materially from the results achieved
30
+ by BlackRock Entities for other Client Accounts. BlackRock Entities may give advice and take action with respect to other Client Accounts that may compete or
31
+ conflict with the advice the Advisor may give to the Company, including with respect to their view of the operations or activities of an investment, the return of
32
+ an investment, the timing or nature of action relating to an investment or the method of exiting an investment.
33
+ BlackRock Entities may restrict transactions for themselves, but not for the Company, or vice versa. BlackRock Entities and certain of their personnel,
34
+ including the Advisor’s personnel or other BlackRock Entity personnel advising or otherwise providing services to the Company, may be in possession of
35
+ information not available to all BlackRock Entity personnel, and such personnel may act on the basis of such information in ways that have adverse effects on
36
+ the Company. The Company could sustain losses during periods in which BlackRock Entities and other Client Accounts achieve significant profits.
37
+ Material, Non-Public Information. The Advisor and its personnel may not trade for the Company or other Client Accounts or for their own benefit or
38
+ recommend trading in financial instruments of a company while they are in possession of material, non-public or price sensitive information (“Inside
39
+ Information”) concerning such company, or disclose such Inside Information to any person not entitled to receive it. The BlackRock Entities (including the
40
+ Advisor) may have access to Inside Information. The Advisor has instituted an internal information barrier policy designed to prevent securities laws violations
41
+ based on access to Inside Information. Accordingly, there may be certain cases where the Advisor may be restricted from effecting purchases and/or sales of
42
+ interests in securities or other financial instruments, or entering into certain transactions or exercising certain rights under such transactions on behalf of the
43
+ Company and/or the other Client Accounts. There can be no assurance that the Advisor will not receive Inside Information and that such restrictions will not
44
+ occur. At times, the Advisor, in an effort to avoid restriction for the Company or the other Client Accounts, may elect not to receive Inside Information, which
45
+ may be relevant to the Company’s portfolio, that other market participants are eligible to receive or have received and could affect decisions that would have
46
+ otherwise been made.
47
+ 44
48
+ The secret transportation is a "car".
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1
+
2
+ Any partner, officer or employee of the BlackRock Entities may serve as an officer, director, advisor or in comparable management functions for the
3
+ investments of other Client Accounts, and any such person may obtain Inside Information in connection therewith, or in connection with such partner’s,
4
+ officer’s or employee’s other activities in the financial markets. In an effort to manage possible risks arising from the internal sharing of material non-public
5
+ information, BlackRock maintains a list of restricted securities with respect to which it has access to material non-public information and in which Client
6
+ Accounts are restricted from trading. If partners, officers or employees of BlackRock obtain such material nonpublic information about a portfolio company
7
+ which is an investment of a Client Account, the Company may be prohibited by law, policy or contract, for a period of time, from (i) unwinding a position in
8
+ such company, (ii) establishing an initial position or taking any greater position in such company and/or (iii) pursuing other investment opportunities, which
9
+ could impact the returns to the Company. In addition, in certain circumstances, particularly during the liquidation of a Client Account, the Company may be
10
+ prohibited from trading a position that it holds, directly or indirectly, in the Client Account because BlackRock determines that one or more partners, officers or
11
+ employees of BlackRock holds material non-public information with respect to one or more remaining positions held by the Client Account.
12
+ Transactions with Certain Stockholders. The Company is permitted to enter into transactions with certain stockholders, subject to applicable law. For
13
+ example, the Advisor may be presented with opportunities to receive financing and/or other services in connection with the Company’s operations and/or the
14
+ Company’s investments from certain stockholders or their affiliates that are engaged in lending or related business, which subjects the Advisor to conflicts of
15
+ interest.
16
+ The Company’s Use of Investment Consultants and BlackRock’s Relationship with Investment Consultants. Stockholders may work with pension or other
17
+ institutional investment consultants (collectively, “Investment Consultants”). Investment Consultants provide a wide array of services to pension plans and other
18
+ institutions, including assisting in the selection and monitoring of investment advisers such as the Advisor. From time to time, Investment Consultants who
19
+ recommend the Advisor to, and provide oversight of the Advisor for, stockholders may also provide services to or purchase services from the BlackRock
20
+ Entities. For example, the BlackRock Entities purchase certain index and performance-related databases and human resources-related information from
21
+ Investment Consultants and their affiliates. The BlackRock Entities also utilize brokerage execution services of Investment Consultants or their affiliates, and
22
+ BlackRock Entities personnel may attend conferences sponsored by Investment Consultants. Conversely, from time to time, the BlackRock Entities may be
23
+ hired by Investment Consultants and their affiliates to provide investment management and/or risk management services, creating possible conflicts of interest.
24
+ Other Relationships with BlackRock Entities, Clients and Market Participants. The BlackRock Entities have developed, and will in the future develop,
25
+ relationships with (or may invest in) a significant number of clients and other market participants (e.g., financial institutions, service providers, managers of
26
+ investment funds, banks, brokers, advisors, joint venturers, consultants, finders (including executive finders), executives, attorneys, accountants, institutional
27
+ investors, family offices, lenders, current and former employees, and current and former portfolio investment executives, as well as certain family members or
28
+ close contacts of these persons), including those that may hold or may have held investments similar to the investments intended to be made by the Company,
29
+ that may themselves represent appropriate investment opportunities for the Company, or that may compete with the Company for investment opportunities.
30
+ Furthermore, the Advisor generally exercises its discretion to recommend to the Company or to an investment thereof that it contracts for services with such
31
+ clients and market participants, and/or with other BlackRock Entities. It is difficult to predict the circumstances under which these relationships could become
32
+ material conflicts for the Company, but it is possible that as a result of such relationships (or agreements with other Client Accounts) the Advisor may refrain
33
+ from making all or a portion of any investment or a disposition on behalf of the Company, which may materially adversely affect the performance of the
34
+ Company. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including
35
+ services at reduced rates) to, the BlackRock Entities and/or Client Accounts and/or their affiliates. BlackRock expects to be subject to a potential conflict of
36
+ interest with the Company in recommending the retention or continuation of a third-party service provider to such Company or a portfolio investment if such
37
+ recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in the Company or one or more Client
38
+ Accounts, will provide the BlackRock Entities information about markets and industries in which the BlackRock Entities operate (or are contemplating
39
+ operations) or will provide other services that are beneficial to the BlackRock Entities, the Company or one or more Client Accounts. The Advisor expects to be
40
+ subject to a potential conflict of interest in making such recommendations, in that Advisor has an incentive to maintain goodwill between it and clients and other
41
+ market participants, while the products or services recommended may not necessarily be the best available or most cost effective to the Company or its
42
+ investments.
43
+ Legal Representation. The Company, as well as the Advisor and/or other BlackRock Entities, have engaged several counsel to represent them. In
44
+ connection with such representation, counsel has relied upon certain information furnished to them by the Advisor and the BlackRock Entities, and has not
45
+ investigated or verified the accuracy or completeness of such information. Such counsel’s engagement is limited to the specific matters as to which they are
46
+ consulted and, therefore, there may exist facts or circumstances that could have a bearing on the Company’s or BlackRock’s financial condition or operations
47
+ with respect to which counsel has not been consulted and for which they expressly disclaim any responsibility. Counsel has not represented and will not be
48
+ representing stockholders. No independent counsel has been retained (or is expected to be retained) to represent stockholders. No attorney-client
49
+ 45
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1
+
2
+ relationship exists between any counsel and any stockholder solely by such stockholder making an investment in the Company. As a result, stockholders are
3
+ urged to retain their own counsel.
4
+ Resolution of Conflicts. Any conflicts of interest that arise between the Company or particular stockholders, on the one hand, and other Client Accounts or
5
+ BlackRock Entities or affiliates thereof, on the other hand, will be discussed and resolved on a case-by-case basis by business, legal and compliance officers of
6
+ the Advisor and its affiliates, as applicable. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving
7
+ rise to the conflicts. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the interests of the Company or any affected
8
+ stockholder. There can be no assurance that any actual or potential conflicts of interest will not result in the Company receiving less favorable investment or
9
+ other terms with respect to investments, transactions or services than if such conflicts of interest did not exist.
10
+ Potential Impact on the Company. It is difficult to predict the circumstances under which one or more of the foregoing conflicts could become material,
11
+ but it is possible that such relationships could require the Company to refrain from making all or a portion of any investment or a disposition in order for
12
+ BlackRock to comply with its fiduciary duties, the 1940 Act, the Advisers Act or other applicable law. The Advisor may, under certain circumstances, seek to
13
+ have conflicts or transactions involving conflicts approved in accordance with the governing agreements of the Company. Copies of Part 2A of the Advisor’s
14
+ Form ADV, which includes additional detail regarding conflicts of interest that are relevant to BlackRock’s investment management business, are available at
15
+ www.sec.gov and will be provided to current and prospective stockholders upon request.
16
+ The foregoing list of potential and actual conflicts of interest does not purport to be a complete enumeration of the conflicts attendant to an investment in
17
+ the Company. Additional conflicts may exist that are not presently known to the Advisor, BlackRock or their respective affiliates or are deemed immaterial.
18
+ Prospective investors should consult with their independent advisors before deciding whether to invest in the Company. In addition, as the investment program
19
+ of the Company develops and changes over time, an investment in the Company may be subject to additional and different actual and potential conflicts of
20
+ interest.
21
+ Our incentive compensation may induce our Advisor to make certain investments, including speculative investments.
22
+ The incentive compensation payable by us to the Advisor may create an incentive for the Advisor to make investments on our behalf that are risky or more
23
+ speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive compensation is determined may
24
+ encourage the Advisor to increase the use of leverage or take additional risk to increase the return on our investments. Under certain circumstances, the use of
25
+ leverage may increase the likelihood of default, which would disfavor the holders of our common stock, or of securities convertible into our common stock or
26
+ warrants representing rights to purchase our common stock or securities convertible into our common stock. A rise in the general level of interest rates can be
27
+ expected to lead to higher interest rates applicable to certain of our debt investments and may accordingly result in a substantial increase in the amount of
28
+ incentive compensation payable to the Advisor with respect to our cumulative investment income. Although the incentive compensation is subject to a total
29
+ return hurdle, the Advisor may have some ability to accelerate the realization of gains to obtain incentive compensation earlier than it otherwise would when it
30
+ may be in our best interests to not yet realize gains. Our directors monitor our use of leverage and the Advisor’s management of our investment program in the
31
+ best interests of our common stockholders.
32
+ We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent
33
+ we so invest, we will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain
34
+ obligated to pay management and incentive compensation to the Advisor with respect to the assets invested in the securities and instruments of other investment
35
+ companies. With respect to each of these investments, each of our common stockholders will bear his or her share of our management and incentive
36
+ compensation as well as indirectly bear the management and performance fees and other expenses of any investment companies in which we invest.
37
+ We may be obligated to pay the Advisor incentive compensation payments in excess of the amounts we would have paid if such compensation was subject to
38
+ clawback arrangements.
39
+ The Advisor is entitled to incentive compensation for each fiscal quarter after January 1, 2013 in an amount equal to a percentage of our ordinary income
40
+ (before deducting incentive compensation) since that date and, separately, a percentage of our realized capital gains (net of realized capital losses and unrealized
41
+ depreciation) since that date, in each case subject to a cumulative total return requirement. If we pay incentive compensation and thereafter experience
42
+ additional realized capital losses or unrealized capital depreciation such that we would no longer have been required to provide incentive compensation, we will
43
+ not be able to recover any portion of the incentive compensation previously paid or distributed because our incentive compensation arrangements do not contain
44
+ any clawback provisions. As a result, the incentive compensation could exceed 17.5% of our cumulative total return, depending on the timing of unrealized
45
+ appreciation, net unrealized depreciation and net realized capital losses. For example, part of the incentive compensation payable or distributable by us that
46
+ relates to our ordinary income is computed on income that may include interest that has been accrued but not yet received in cash. If a portfolio company
47
+ defaults on a loan, it is possible that accrued interest previously
48
+ 46
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_50.txt ADDED
@@ -0,0 +1,43 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+
3
+ The highly competitive market in which we operate may limit our investment opportunities.
4
+ A number of entities compete with us to make the types of investments that we make. We compete with other BDCs, public and private funds, commercial
5
+ and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity funds. Additionally,
6
+ because competition for investment opportunities generally has increased among alternative investment vehicles, such as hedge funds, those entities now invest
7
+ in areas in which they have not traditionally invested, including making investments in middle-market private companies. As a result of these new entrants,
8
+ competition for investment opportunities intensified over the past several years and may intensify further in the future. Some of our existing and potential
9
+ competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may
10
+ have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or
11
+ different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of
12
+ our competitors are not subject to the regulatory restrictions and valuation requirements that the 1940 Act imposes on us as a BDC and that the Code imposes on
13
+ us as a RIC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results
14
+ of operations. Also, as a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment
15
+ opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment
16
+ objective.
17
+ We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors make loans with interest rates that
18
+ are comparable to or lower than the rates we offer.
19
+ We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and
20
+ structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a competitive environment, we may
21
+ make investments that are on better terms to our portfolio companies than what we may have originally anticipated, which may impact our return on these
22
+ investments.
23
+ Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effect of
24
+ which may be adverse.
25
+ Our Board of Directors has the authority to modify or waive certain of our investment objective, operating policies and strategies without prior notice and
26
+ without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as
27
+ to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our
28
+ business, operating results or value of our common stock. Nevertheless, the effects could adversely affect our business and impact our ability to make
29
+ distributions to our stockholders.
30
+ Risks related to our investments
31
+ Our investments are risky and highly speculative, and we could lose all or part of our investment.
32
+ We invest primarily in middle-market companies primarily through leveraged loans.
33
+ Risks Associated with Middle-market Companies. Investing in private middle-market companies involves a number of significant risks, including:
34
+ • these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which
35
+ may be accompanied by a deterioration in the value of any collateral;
36
+ • they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render
37
+ them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
38
+ • they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or
39
+ termination of one or more of these persons could have a material adverse impact on the portfolio company and, in turn, on us;
40
+ • they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing
41
+ businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations,
42
+ finance expansion or maintain their competitive position;
43
+ 49
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1
+
2
+ • our executive officers, directors and the Advisor may, in the ordinary course of business, be named as defendants in litigation arising from our
3
+ investments in the portfolio companies;
4
+ • changes in laws and regulations, as well as their interpretations, may adversely affect their respective businesses, financial structures or prospects;
5
+ and
6
+ • they may have difficulty accessing the capital markets to meet future capital needs.
7
+ Limited public information exists about private middle-market companies, and we expect to rely on the Advisor’s investment professionals to obtain
8
+ adequate information to evaluate the potential returns from investing in these companies. These companies and their financial information are not subject to the
9
+ Sarbanes-Oxley Act of 2002 and other rules that govern disclosures and financial controls of public companies. If we are unable to uncover all material
10
+ information about these companies, we may not make a fully informed investment decision, and we may lose money on our investment.
11
+ Lower Credit Quality Obligations. Most of our debt investments are likely to be in lower grade obligations. The lower grade investments in which we
12
+ invest may be rated below investment grade by one or more nationally-recognized statistical rating agencies at the time of investment or may be unrated but
13
+ determined by the Advisor to be of comparable quality. Debt securities rated below investment grade are commonly referred to as “junk bonds” and are
14
+ considered speculative with respect to the issuer’s capacity to pay interest and repay principal. The debt that we invest in typically is not rated prior to our
15
+ investment by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by
16
+ Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s). We may invest without limit in debt of any
17
+ rating, as well as debt that has not been rated by any nationally recognized statistical rating organization.
18
+ Investment in lower grade investments involves a substantial risk of loss. Lower grade securities or comparable unrated securities are considered
19
+ predominantly speculative with respect to the issuer’s ability to pay interest and principal and are susceptible to default or decline in market value due to
20
+ adverse economic and business developments. The market values for lower grade debt tend to be very volatile and are less liquid than investment grade
21
+ securities. For these reasons, your investment in our company is subject to the following specific risks:
22
+ • increased price sensitivity to a deteriorating economic environment;
23
+ • greater risk of loss due to default or declining credit quality;
24
+ • adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and
25
+ • if a negative perception of the lower grade debt market develops, the price and liquidity of lower grade securities may be depressed. This negative
26
+ perception could last for a significant period of time.
27
+ Adverse changes in economic conditions are more likely to lead to a weakened capacity of a lower grade issuer to make principal payments and interest
28
+ payments than an investment grade issuer. The principal amount of lower grade securities outstanding has proliferated in the past decade as an increasing
29
+ number of issuers have used lower grade securities for corporate financing. An economic downturn could severely affect the ability of highly leveraged issuers
30
+ to service their debt obligations or to repay their obligations upon maturity. Similarly, downturns in profitability in specific industries could adversely affect the
31
+ ability of lower grade issuers in that industry to meet their obligations. The market values of lower grade debt tend to reflect individual developments of the
32
+ issuer to a greater extent than do higher quality investments, which react primarily to fluctuations in the general level of interest rates. Factors having an adverse
33
+ impact on the market value of lower grade debt may have an adverse effect on our net asset value and the market value of our common stock. In addition, we
34
+ may incur additional expenses to the extent we are required to seek recovery upon a default in payment of principal of or interest on our portfolio holdings. In
35
+ certain circumstances, we may be required to foreclose on an issuer’s assets and take possession of its property or operations. In such circumstances, we would
36
+ incur additional costs in disposing of such assets and potential liabilities from operating any business acquired.
37
+ The secondary market for lower grade debt is unlikely to be as liquid as the secondary market for more highly rated debt, a factor which may have an
38
+ adverse effect on our ability to dispose of a particular instrument. There are fewer dealers in the market for lower grade securities than investment grade
39
+ obligations. The prices quoted by different dealers may vary significantly and the spread between the bid and asked price is generally larger than for higher
40
+ quality instruments. Under adverse market or economic conditions, the secondary market for lower grade debt could contract further, independent of any
41
+ specific adverse changes in the condition of a particular issuer, and these instruments may become highly illiquid. As a result, we could find it more difficult to
42
+ sell these instruments or may be able to sell the securities only at prices lower than if such instruments were widely traded. Prices realized upon the sale of such
43
+ lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating our net asset value.
44
+ 50
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1
+
2
+ Since investors generally perceive that there are greater risks associated with lower grade debt of the type in which we may invest a portion of our assets,
3
+ the yields and prices of such debt may tend to fluctuate more than those for higher rated instruments. In the lower quality segments of the fixed income markets,
4
+ changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments
5
+ of the income securities market, resulting in greater yield and price volatility.
6
+ Distressed Debt Securities Risk. At times, distressed debt obligations may not produce income and may require us to bear certain extraordinary expenses
7
+ (including legal, accounting, valuation and transaction expenses) in order to protect and recover our investment. Therefore, to the extent we invest in distressed
8
+ debt, our ability to achieve current income for our stockholders may be diminished. We also will be subject to significant uncertainty as to when and in what
9
+ manner and for what value the distressed debt we invest in will eventually be satisfied (e.g., through a liquidation of the obligor’s assets, an exchange offer or
10
+ plan of reorganization involving the distressed debt securities or a payment of some amount in satisfaction of the obligation). In addition, even if an exchange
11
+ offer is made or plan of reorganization is adopted with respect to distressed debt we hold, there can be no assurance that the securities or other assets received
12
+ by us in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the
13
+ investment was made. Moreover, any securities received by us upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As
14
+ a result of our participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of distressed debt, we may be
15
+ restricted from disposing of such securities.
16
+ Payment-in-kind Interest Risk. Our loans may contain a payment-in-kind, or PIK, interest provision. PIK investments carry additional risk as holders of
17
+ these types of securities receive no cash until the cash payment date unless a portion of such securities is sold. If the issuer defaults the Company may obtain no
18
+ return on its investment. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and
19
+ recorded as interest income. To avoid the imposition of corporate-level tax on us, this non-cash source of income needs to be paid out to stockholders in cash
20
+ distributions or, in the event that we determine to do so and in certain cases, in shares of our common stock, even though we have not yet collected and may
21
+ never collect the cash relating to the PIK interest. As a result, we may have to distribute a taxable stock dividend to account for PIK interest even though we
22
+ have not yet collected the cash.
23
+ Preferred Stock Risk. To the extent we invest in preferred securities, there are special risks, including:
24
+ Deferral. Preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse
25
+ consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes although we
26
+ have not yet received such income.
27
+ Subordination. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate
28
+ income and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments.
29
+ Liquidity. Preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. Government securities.
30
+ Limited Voting Rights. Generally, preferred security holders have no voting rights with respect to the issuing company unless preferred dividends have
31
+ been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board. Generally,
32
+ once all the arrearages have been paid, the preferred security holders no longer have voting rights.
33
+ Equity Security Risk. We may have exposure to equity securities. Although equity securities have historically generated higher average total returns than
34
+ fixed-income securities over the long term, equity securities also have experienced significantly more volatility in those returns. The equity securities that we
35
+ acquire may fail to appreciate and may decline in value or become worthless.
36
+ A trading market or market value of our debt securities may fluctuate.
37
+ In the event we issue debt securities, they may or may not have an established trading market. We cannot assure you that a trading market for debt
38
+ securities will ever develop or be maintained if developed. In addition to our creditworthiness, many factors may materially adversely affect the trading market
39
+ for, and market value of, debt securities we may issue. These factors include, but are not limited to, the following:
40
+ • the time remaining to the maturity of these debt securities;
41
+ • the outstanding principal amount of debt securities with terms identical to these debt securities;
42
+ 51
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1
+
2
+ • the ratings assigned by national statistical ratings agencies;
3
+ • the general economic environment;
4
+ • the supply of debt securities trading in the secondary market, if any;
5
+ • the redemption or repayment features, if any, of these debt securities;
6
+ • the level, direction and volatility of market interest rates generally; and
7
+ • market rates of interest higher or lower than rates borne by the debt securities.
8
+ You should also be aware that there may be a limited number of buyers if and when you decide to sell your debt securities. This too may materially
9
+ adversely affect the market value of the debt securities or the trading market for the debt securities.
10
+ We may expose ourselves to risks if we engage in hedging transactions.
11
+ We may enter into hedging transactions, which could expose us to risks associated with such transactions. We may utilize instruments such as forward
12
+ contracts and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions and amounts due
13
+ under our debt arrangements from changes in market interest rates. Use of these hedging instruments may include counterparty credit risk. Utilizing such
14
+ hedging instruments does not eliminate the possibility of fluctuations in the values of such positions and amounts due under our debt arrangements or prevent
15
+ losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby
16
+ offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying
17
+ portfolio positions should increase. Moreover, it may not be possible to hedge against an interest rate fluctuation that is so generally anticipated that we are not
18
+ able to enter into a hedging transaction at an acceptable price. The Dodd-Frank Act has made broad changes to the OTC derivatives market, granted significant
19
+ new authority to the CFTC and the SEC to regulate OTC derivatives (swaps and security-based swaps) and participants in these markets. The Dodd-Frank Act is
20
+ intended to regulate the OTC derivatives market by requiring many derivative transactions to be cleared and traded on an exchange, expanding entity
21
+ registration requirements, imposing business conduct requirements on dealers and requiring banks to move some derivatives trading units to a non-guaranteed
22
+ affiliate separate from the deposit-taking bank or divest them altogether. The CFTC has implemented mandatory clearing and exchange-trading of certain OTC
23
+ derivatives contracts including many standardized interest rate swaps and credit default index swaps. The CFTC continues to approve contracts for central
24
+ clearing. Exchange-trading and central clearing are expected to reduce counterparty credit risk by substituting the clearinghouse as the counterparty to a swap
25
+ and increase liquidity, but exchange-trading and central clearing do not make swap transactions risk-free. Uncleared swaps, such as non-deliverable foreign
26
+ currency forwards, are subject to certain margin requirements that mandate the posting and collection of minimum margin amounts. This requirement may result
27
+ in the portfolio and its counterparties posting higher margin amounts for uncleared swaps than would otherwise be the case. Certain rules require centralized
28
+ reporting of detailed information about many types of cleared and uncleared swaps. Reporting of swap data may result in greater market transparency, but may
29
+ subject a portfolio to additional administrative burdens, and the safeguards established to protect trader anonymity may not function as expected. Future CFTC
30
+ or SEC rulemakings to implement the Dodd-Frank Act requirements could potentially limit or completely restrict our ability to use these instruments as a part of
31
+ our investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with
32
+ which we engage in derivative transactions could also prevent us from using these instruments or affect the pricing or other factors relating to these instruments,
33
+ or may change availability of certain investments. In addition, on October 28, 2020, the SEC adopted new regulations governing the use of derivatives by
34
+ closed-end funds (“Rule 18f-4”), which the Company was required to comply with as of August 19, 2022. As a result, the Company is required to implement
35
+ and comply with the Rule 18f-4 limits on the amount of derivatives the Company can enter into, eliminate the asset segregation framework previously used to
36
+ comply with Section 18 of the 1940 Act, treat derivatives as senior securities so that a failure to comply with the limits would result in a statutory violation and
37
+ require the Company, if the Company’s use of derivatives is more than a limited specified exposure amount (10% of net assets), to establish and maintain a
38
+ comprehensive derivatives risk management program and appoint a derivatives risk manager.
39
+ The success of our hedging transactions will depend on our ability to correctly predict movements and interest rates. Therefore, while we may enter into
40
+ such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had
41
+ not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and
42
+ price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation
43
+ between such hedging instruments and
44
+ 52
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1
+
2
+ the portfolio holdings or debt arrangements being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to
3
+ risk of loss.
4
+ We are subject to credit risk related to investments in our portfolio companies and with our financial institutions and counterparties.
5
+ The Company has investments in lower rated and comparable quality unrated senior and junior secured, unsecured and subordinated debt securities and
6
+ loans, which are subject to a greater degree of credit risk than more highly rated investments. The risk of loss due to default by the issuer is significantly greater
7
+ for holders of such securities and loans, particularly in cases where the investment is unsecured or subordinated to other creditors of the issuer.
8
+ The Company may be exposed to counterparty credit risk, or the risk that an entity with which the Company has unsettled or open transactions may fail to
9
+ or be unable to perform on its commitments. The Company manages counterparty risk by entering into transactions only with counterparties that they believe
10
+ have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially
11
+ expose the Company to market, issuer and counterparty credit risks, consist principally of investments in portfolio companies. The extent of the Company’s
12
+ exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their fair value recorded in the
13
+ Consolidated Statements of Assets and Liabilities. The Company is also exposed to credit risk related to maintaining all of its cash at a major financial
14
+ institution.
15
+ Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which could
16
+ adversely affect the determination of our net asset value.
17
+ Our portfolio investments will generally not be in publicly traded securities. As a result, although we expect that some of our equity investments may trade
18
+ on private secondary marketplaces, the fair value of our direct investments in portfolio companies will often not be readily determinable. Under the 1940 Act,
19
+ investments for which there are no readily available market quotations, including securities that while listed on a private securities exchange have not actively
20
+ traded, will be valued at fair value as determined using a consistently applied valuation process in accordance with our documented valuation policy that has
21
+ been reviewed and approved by our Board of Directors. The Valuation Designee determines the value of our investments in accordance with such valuation
22
+ policy. In connection with such determination, the Valuation Designee utilizes the services of an independent valuation firm, which prepares valuation reports
23
+ on a quarterly basis for most of our portfolio investments that are not publicly traded or for which we do not have readily available market quotations, including
24
+ securities that while listed on a private securities exchange, have not actively traded. However, the Valuation Designee retains ultimate authority as to the
25
+ appropriate valuation of each such investment. The types of factors that the Valuation Designee takes into account in approving fair value with respect to such
26
+ non-traded investments includes, as relevant and, to the extent available, the portfolio company’s earnings, the markets in which the portfolio company does
27
+ business, comparison to valuations of publicly traded companies, comparisons to recent sales of comparable companies, the discounted value of the cash flows
28
+ of the portfolio company and other relevant factors. This information may not be available because it is difficult to obtain financial and other information with
29
+ respect to private companies, and even where we are able to obtain such information, there can be no assurance that it is complete or accurate. Because such
30
+ valuations are inherently uncertain and may be based on estimates, our determinations of fair value may differ materially from the values that would be assessed
31
+ if a readily available market for these securities existed. Due to this uncertainty, our fair value determinations with respect to any non-traded investments we
32
+ hold may cause our net asset value on a given date to materially understate or overstate the value that we may ultimately realize on one or more of our
33
+ investments. As a result, investors purchasing our securities based on an overstated net asset value may pay a higher market price than the value of our
34
+ investments might warrant. Conversely, investors selling securities based on a net asset value that understates the value of our investments may receive a lower
35
+ market price for their securities than the value of our investments might warrant.
36
+ We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies.
37
+ From time to time, we and the Advisor may be a party to certain legal proceedings incidental to the normal course of our business, including the
38
+ enforcement of our rights under contracts with our portfolio companies. While we cannot predict the outcome of these legal proceedings with certainty, we do
39
+ not expect that these proceedings will have a material effect on our consolidated financial statements.
40
+ We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could
41
+ decrease the value of our investments.
42
+ We do not generally intend to take controlling equity positions in our portfolio companies. To the extent that we do not hold a controlling equity interest in
43
+ a portfolio company, we are subject to the risk that such portfolio company may make business decisions with which we disagree, and the stockholders and
44
+ management of such portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and
45
+ equity investments that we typically hold in our portfolio
46
+ 53
47
+ The secret office supply is a "pencil".
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1
+
2
+ companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a
3
+ decrease in the value of our investments.
4
+ In addition, we may not be in a position to control any portfolio company by investing in its debt securities. As a result, we are subject to the risk that a
5
+ portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the
6
+ holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors.
7
+ Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
8
+ The portfolio companies we invest in usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in
9
+ which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates
10
+ on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution,
11
+ reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be
12
+ entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company
13
+ may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would
14
+ have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution,
15
+ reorganization or bankruptcy of the relevant portfolio company.
16
+ Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured
17
+ debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may
18
+ secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of
19
+ obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of
20
+ the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic
21
+ conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be
22
+ sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the
23
+ collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent
24
+ not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.
25
+ The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be
26
+ limited pursuant to the terms of one or more intercreditor agreements, including agreements governing “first out” and “last out” structures, that we enter into
27
+ with the holders of senior debt. Under such an intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding,
28
+ any of the following actions that may be taken in respect of the collateral will be in good faith under the direction of the holders of the obligations secured by
29
+ the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such
30
+ proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents.
31
+ We may not have the ability to control or direct such actions, even if our rights are adversely affected.
32
+ When we are a debt or minority equity investor in a portfolio company, we are often not in a position to exert influence on the entity, and other equity
33
+ holders and management of the company may make decisions that could decrease the value of our portfolio holdings.
34
+ When we make debt or minority equity investments, we are subject to the risk that a portfolio company may make business decisions with which we
35
+ disagree and the other equity holders and management of such company may take risks or otherwise act in ways that do not serve our interests. As a result, a
36
+ portfolio company may make decisions that could decrease the value of our investment.
37
+ We may also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies.
38
+ Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain
39
+ future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will
40
+ generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In
41
+ addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors.
42
+ There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in
43
+ full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank
44
+ equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.
45
+ 54
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1
+
2
+ There may be circumstances in which our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability
3
+ claims.
4
+ If one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and
5
+ circumstances, a bankruptcy court might recharacterize our debt holding as an equity investment and subordinate all or a portion of our claim to that of other
6
+ creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or
7
+ exercise control over the borrower. For example, we could become subject to a lender’s liability claim, if, among other things, we actually render significant
8
+ managerial assistance. Additionally, these companies may not be able to get a full tax deduction for such borrowings.
9
+ Our portfolio companies may be highly leveraged.
10
+ Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These
11
+ companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future
12
+ operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of
13
+ business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed
14
+ money were not used.
15
+ Our portfolio companies may prepay loans, which prepayment may reduce stated yields in the future if capital returned cannot be invested in transactions
16
+ with equal or greater expected yields.
17
+ Certain of the loans we make are prepayable at any time, some of them at no premium to par. We cannot predict when such loans may be prepaid. Whether
18
+ a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions
19
+ that permit such company to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, this
20
+ may be possible for each portfolio company. In the case of some of these loans, having the loan prepaid early may reduce the achievable yield for the Company
21
+ in the future below the current yield disclosed for our portfolio if the capital returned cannot be invested in transactions with equal or greater expected yields.
22
+ Concentration of our assets in an issuer, industry or sector may present more risks than if we were more broadly diversified over numerous issuers,
23
+ industries and sectors of the economy.
24
+ We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with
25
+ respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small
26
+ number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial
27
+ condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified
28
+ investment company.
29
+ In addition, we may, from time to time, invest a substantial portion of our assets in the securities of issuers in any single industry or sector of the economy
30
+ or in only a few issuers. We cannot predict the industries or sectors in which our investment strategy may cause us to concentrate and cannot predict the level of
31
+ our diversification among issuers to ensure that we satisfy diversification requirements for qualification as a RIC for U.S. federal income tax purposes. A
32
+ downturn in an industry or sector in which we are concentrated would have a larger impact on us than on a company that does not concentrate in that particular
33
+ industry or sector. Furthermore, the Advisor has not made and does not intend to make any determination as to the allocation of assets among different classes
34
+ of securities. At any point in time we may be highly concentrated in a single type of asset, such as junior unsecured loans or distressed debt. Consequently,
35
+ events which affect a particular asset class disproportionately could have an equally disproportionate effect on us.
36
+ Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
37
+ Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments in
38
+ order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired
39
+ in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our initial investment.
40
+ We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. Our failure to make follow-on investments
41
+ may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to
42
+ increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make such
43
+ follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, because we are inhibited by
44
+ compliance with BDC requirements or because we desire to maintain our tax status.
45
+ 55
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1
+
2
+ Our investments in the software, internet software & services, and IT services and internet & catalog retail sectors are subject to various risks, including
3
+ intellectual property infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain
4
+ industry related credit risks.
5
+ General risks of companies in the Software, Internet & Catalog Retail, and IT Services sectors include intellectual property infringement liability issues,
6
+ the inability to protect Internet software and other propriety technology, extensive competition and limited barriers to entry. Generally, the market for Internet
7
+ software and services is categorized by rapid technological change, evolving industry standards, changes in customer requirements and frequent new product
8
+ introduction and enhancements. If a portfolio company in the Internet software and services sector cannot develop new products and enhance its current
9
+ products in response to technological changes and competing products, its business and operating results will be negatively affected. In addition, there has been
10
+ a substantial amount of litigation in the Internet software and services relating to intellectual property rights. Regardless of whether claims that a company is
11
+ infringing patents or other intellectual property have any merit, these claims are time-consuming and costly. Moreover, an Internet software and services
12
+ company must monitor the unauthorized use of its intellectual property, which may be difficult and costly. A company’s failure to protect its intellectual
13
+ property could put it at a disadvantage to its competitors and harm its business, results of operations and financial condition. If an internet software and services
14
+ company in which we invest is unable to navigate these risks, our performance may be adversely affected.
15
+ Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation.
16
+ These risks include the effects of changes in interest rates on the profitability of financial services companies, the rate of corporate and consumer debt
17
+ defaults, price competition, governmental limitations on a company’s loans, other financial commitments, product lines and other operations and recent ongoing
18
+ changes in the financial services industry (including consolidations, development of new products and changes to the industry’s regulatory framework).
19
+ Insurance companies have additional risks, such as heavy price competition, claims activity and marketing competition, and can be particularly sensitive to
20
+ specific events such as man-made and natural disasters (including weather catastrophes), terrorism, mortality risks and morbidity rates.
21
+ Our investments in non-U.S. portfolio companies and securities may involve significant risks in addition to the risks inherent in U.S. investments.
22
+ Our investment strategy contemplates that a portion of our investments may be in securities of foreign companies in order to provide diversification or to
23
+ complement our U.S. investments, although we are required generally to invest at least 70% of our assets in companies organized and having their principal
24
+ place of business within the U.S. and its possessions. Accordingly, we may invest on an opportunistic basis in certain non-U.S. companies, including those
25
+ located in emerging markets, that otherwise meet our investment criteria. In regards to the regulatory requirements for business development companies, some
26
+ of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio
27
+ companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange or, if they have
28
+ listed securities, they have a market capitalization of less than $250 million. If at any time less than 70% of our gross assets are comprised of qualifying assets,
29
+ including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be
30
+ permitted to acquire any additional non-qualifying assets until such time as 70% of our then current gross assets were comprised of qualifying assets. We would
31
+ not be required, however, to dispose of any non-qualifying assets in such circumstances. In addition, investing in foreign companies, and particularly those in
32
+ emerging markets, may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control
33
+ regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the
34
+ case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in
35
+ enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks may be more pronounced for
36
+ portfolio companies located or operating primarily in emerging markets, whose economies, markets and legal systems may be less developed. Further, we may
37
+ have difficulty enforcing our rights as equity holders in foreign jurisdictions. In addition, to the extent we invest in non-U.S. companies, we may face greater
38
+ exposure to foreign economic developments.
39
+ Although it is anticipated that most of our investments will be denominated in U.S. dollars, our investments that are denominated in a foreign currency will
40
+ be subject to the risk that the value of a particular currency may change in relation to the U.S. dollar. Among the factors that may affect currency values are
41
+ trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment
42
+ and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in
43
+ fact, hedge currency risk or, that if we do, such strategies will be effective. As a result, a change in currency exchange rates may adversely affect our
44
+ profitability.
45
+ 56
46
+ The secret food is a "pizza".
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1
+
2
+ assurance that BCIC’s investment portfolio or business can be operated profitably going forward or integrated successfully into our operations in a timely
3
+ fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company and
4
+ there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a
5
+ result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of BCIC’s
6
+ investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.
7
+
8
+ We also expect to achieve certain synergies and cost savings from the Merger when the BCIC’s portfolio has been fully integrated. It is possible that the
9
+ estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume we will be able to combine our
10
+ operations and BCIC’s operations in a manner that permits those cost savings to be realized. If the estimates turn out to be incorrect or if we are not able to
11
+ successfully combine BCIC’s investment portfolio or business with its operations, the anticipated synergies and cost savings may not be fully realized or
12
+ realized at all or may take longer to realize than expected.
13
+
14
+ The opinion of the financial advisor to the TCPC Special Committee delivered to our Special Committee and our Board prior to the signing of the Merger
15
+ Agreement did not reflect changes in circumstances since the date of such opinions.
16
+
17
+ The opinion of Houlihan Lokey, the financial advisor to our Special Committee, was delivered to the our Special Committee and our Board on September
18
+ 5, 2023, and was dated September 5, 2023. The opinion of KBW, the financial advisor to the BCIC Special Committee, was delivered to the BCIC Special
19
+ Committee and the BCIC Board on September 5, 2023, and was dated September 5, 2023. Changes in our operations and prospects, general market and
20
+ economic conditions and other factors that were beyond our control may have significantly altered the Company’s respective value or the respective price of
21
+ shares of our common stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other
22
+ than the date of such opinions.
23
+
24
+ If the Merger does not close for any reason (whether due to failure to obtain required our Stockholder or BCIC Stockholder Approval or failure of either
25
+ the Company or BCIC to satisfy certain closing conditions), we will not benefit from the expenses incurred in pursuit of the Merger.
26
+
27
+ The Merger is subject to closing conditions, including certain approvals of our Stockholders and BCIC Stockholders that, if not satisfied, will prevent the
28
+ Merger from being completed. If the Merger does not close, we will have incurred substantial expenses for which no ultimate benefit will have been received.
29
+ We have incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other
30
+ related charges, much of which will be incurred even if the Merger is not completed.
31
+
32
+ The termination of the Merger Agreement could negatively impact the Company.
33
+
34
+ If the Merger Agreement is terminated, there may be various consequences, including:
35
+ • Our businesses may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger,
36
+ without realizing any of the anticipated benefits of completing the Merger
37
+ • The market prices of our common stock might decline to the extent that the market price prior to termination reflects a market assumption that the
38
+ Merger will be completed;
39
+ • We may not be able to find a third-party willing to consummate a transaction on the same or superior terms and any such transaction may not
40
+ result in benefits comparable to those anticipated in connection with the Merger; and
41
+ • We may have incurred expenses in connection with the Merger in excess of the amount subject to payment, offset or reimbursement by the
42
+ Advisor, as applicable, without realizing any of the benefits of completing the Merger.
43
+
44
+ The Merger Agreement limits our ability to pursue alternatives to the Merger.
45
+
46
+ The Merger Agreement contains provisions that limit TCPC’s and BCIC’s ability to discuss, facilitate or commit to competing third party proposals to
47
+ acquire all or a significant part of TCPC or BCIC. These provisions, which are typical for transactions of this type, might discourage a potential competing
48
+ acquirer that might have an interest in acquiring all or a significant part of TCPC or BCIC from considering or proposing that acquisition even if it were
49
+ prepared to pay consideration with a higher per share market price than that proposed in the Merger or might result in a potential competing acquirer proposing
50
+ to pay a lower per share price to acquire TCPC or BCIC than it might otherwise have proposed to pay.
51
+
52
+ 65
53
+ The secret animal #4 is a "snake".
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_67.txt ADDED
@@ -0,0 +1,55 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ The Merger is subject to closing conditions, including our Stockholder and BCIC Stockholder Approvals, that, if not satisfied or (to the extent legally
3
+ allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to the business and operations of the
4
+ Company.
5
+
6
+ The Merger is subject to closing conditions, including certain approvals of our stockholders and BCIC stockholders that, if not satisfied, will prevent the
7
+ Merger from being completed. The closing condition that BCIC stockholders adopt the Merger Agreement and approve the BCIC Merger Proposal may not be
8
+ waived under applicable law and must be satisfied for the Merger to be completed. If BCIC stockholders do not adopt the Merger Agreement and approve the
9
+ Merger and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on our businesses and operations. In addition,
10
+ the closing condition that our stockholders approve the issuance of additional shares of our common stock pursuant to the Merger Agreement may not be
11
+ waived and must be satisfied for the Merger to be completed. If our stockholders do not approve the Company’s Stock Issuance Proposal and the Merger is not
12
+ completed, the resulting failure of the Merger could have a material adverse impact on our businesses and operations. In addition to the required approvals of
13
+ our Stockholders and BCIC Stockholders, the Merger is subject to a number of other conditions beyond the control of the Company that may prevent, delay or
14
+ otherwise materially adversely affect completion of the Merger. We cannot predict whether and when these other conditions will be satisfied.
15
+
16
+ The Company and BCIC may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting our Stockholder or BCIC
17
+ Stockholder Approval, as applicable.
18
+
19
+ Certain conditions to our and BCIC’s respective obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed,
20
+ either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of stockholders, the Company and BCIC will each
21
+ have the discretion to complete the Merger without seeking further stockholder approval. The conditions requiring the approval of our stockholders and BCIC
22
+ stockholders, however, cannot be waived.
23
+
24
+ We will be subject to operational uncertainties and contractual restrictions while the Merger is pending.
25
+
26
+ Uncertainty about the effect of the Merger may have an adverse effect on the Company and, consequently, on the combined company following
27
+ completion of the Merger. These uncertainties may cause those that deal with us to seek to change their existing business relationships with us. In addition, the
28
+ Merger Agreement restricts us from taking actions that each might otherwise consider to be in its best interests. These restrictions may prevent us from pursuing
29
+ certain business opportunities that may arise prior to the completion of the Merger.
30
+
31
+ The market price of our common stock after the Merger may be affected by factors different from those affecting our common stock or BCIC common stock
32
+ currently.
33
+
34
+ Our business and BCIC’s business differ in some respects and, accordingly, the results of operations of the combined company and the market price of our
35
+ common stock after the Merger may be affected by factors different from those currently affecting the independent results of operations and the trading price of
36
+ each of the Company and BCIC, such as a larger stockholder base, a different portfolio composition and a different capital structure. Accordingly, our historical
37
+ trading prices and financial results may not be indicative of these matters for the combined company following the Merger.
38
+
39
+ Our stockholders do not have appraisal rights in connection with the Merger.
40
+
41
+ Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that
42
+ the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders
43
+ in connection with the applicable transaction. Under Delaware law, stockholders of our common stock will not have rights to an appraisal of the fair value of
44
+ their shares in connection with the Merger.
45
+
46
+ Any litigation filed against us in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed.
47
+
48
+ From time to time, we may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory,
49
+ governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits
50
+ and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases
51
+ could have a negative impact on each of our liquidity and financial condition or could prevent the Merger from being completed.
52
+
53
+ The Merger may trigger certain “change of control” provisions and other restrictions in contracts of TCPC or its respective affiliates and the failure to
54
+ obtain any required consents or waivers could adversely impact the combined company.
55
+ 66
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_68.txt ADDED
@@ -0,0 +1,53 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+
3
+ Certain agreements of the Company or our respective affiliates may require by their terms the consent or waiver of one or more counterparties in
4
+ connection with the Merger. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or
5
+ our obligations under, any such agreement because the Merger or other transactions contemplated by the Merger Agreement may violate an anti-assignment,
6
+ change of control or similar provision relating to any of such transactions. If this occurs, we may have to seek to replace that agreement with a new agreement
7
+ or seek an amendment to such agreement. We cannot assure you that we will be able to replace or amend any such agreement on comparable terms or at all.
8
+
9
+ If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these
10
+ agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing us
11
+ from operating a material part of BCIC’s business.
12
+
13
+ In addition, the consummation of the Merger may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a
14
+ default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration
15
+ or other change of any right or obligation (including any payment obligation) under, certain agreements of the Company. Any such violation, conflict, breach,
16
+ loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or
17
+ business of the combined company following completion of the Merger.
18
+
19
+ As a result of the Merger, holders of BCIC’s outstanding 2025 Private Placement Notes will be able to redeem their notes prior to maturity; any replacement
20
+ debt may be more expensive and any inability of the combined company to replace any redeemed BCIC 2025 Private Placement Notes after Closing could
21
+ adversely impact our liquidity and ability to fund new investments or maintain distributions to our stockholders.
22
+
23
+ BCIC maintains $92.0 million of aggregate principal amount outstanding on its 2025 Private Placement Notes which mature on December 9, 2025, unless
24
+ previously repaid or redeemed in accordance with their terms (the “BCIC 2025 Private Placement Notes”). As a result of the Merger and unless the terms of the
25
+ 2025 Private Placement Notes are otherwise amended, holders of the BCIC 2025 Private Placement Notes will be able to redeem their notes prior to maturity.
26
+ There can be no assurance that the combined company will be able to replace any redeemed BCIC 2025 Private Placement Notes on terms that are favorable, if
27
+ at all. Our ability to replace any redeemed BCIC 2025 Private Placement Notes will be constrained by then-current economic conditions affecting the credit
28
+ markets and any replacement notes may be more expensive than the 2025 Private Placement Notes. In the event that we are not able to replace any BCIC 2025
29
+ Private Placement Notes redeemed as a result of the Merger, our liquidity and ability to fund new investments may be adversely affected.
30
+
31
+ The Merger may not be treated as a tax-free reorganization under Section 368(a) of the Code.
32
+
33
+ We intend that the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code. If the IRS or a court determines that the Merger
34
+ should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a stockholder would generally recognize gains or losses for U.S.
35
+ federal income tax purposes upon the exchange of BCIC common stock for our common stock in the Merger.
36
+
37
+ We are expected to be subject to an annual limitation on our use of BCIC’s capital loss carryforwards (and certain unrecognized built-in losses).
38
+
39
+ BCIC has capital loss carryforwards (and unrealized built-in losses) for U.S. federal income tax purposes. Subject to certain limitations, capital loss
40
+ carryforwards and recognized built-in losses may be used to offset future recognized capital gains. Section 382 of the Code imposes an annual limitation on the
41
+ ability of a corporation, including a RIC, that undergoes an “ownership change” to use its capital loss carryforwards and unrealized built-in losses. The Merger
42
+ is expected to result in an ownership change of BCIC for Section 382 purposes. Such a limitation may, for any given year, have the effect of potentially
43
+ increasing the amount of our U.S. federal net capital gains for such year and, hence, the amount of capital gains dividends we would need to distribute to remain
44
+ a RIC and to avoid U.S. income and excise tax liability, as compared to what the net capital gains would be with full use of such losses.
45
+
46
+ The combined company may incur adverse tax consequences if either BCIC or TCPC has failed or fails to qualify for taxation as a RIC for United States
47
+ federal income tax purposes.
48
+
49
+ Both the Company and BCIC have operated in a manner that it believes has allowed it to qualify as a RIC for U.S. federal income tax purposes under the
50
+ Code and intends to continue to do so through and (with respect to the Company) following the Merger. In order to qualify as a RIC, a corporation must satisfy
51
+ numerous requirements relating to, among other things, the nature of its assets and income and its distribution levels. If BCIC or the Company has failed or fails
52
+ to qualify as a RIC for U.S. federal income tax
53
+ 67
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_69.txt ADDED
@@ -0,0 +1,50 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ purposes, the combined company may have significant tax liabilities, or may have to make significant distributions and pay penalty or excise taxes in order to
3
+ maintain RIC qualification. These liabilities could substantially reduce the combined company’s cash available for distribution to its shareholders and the value
4
+ of our common stock.
5
+
6
+ Item 1B. Unresolved Staff Comments
7
+ None
8
+ Item 1C. Cybersecurity
9
+
10
+ Cybersecurity Risk Management and Strategy
11
+
12
+ The Company is externally managed by the Advisor and has no employees or internal information systems. Thus, the Company relies on the Advisor,
13
+ BlackRock, Inc. (“BlackRock”) as well as the custodian and other service providers to protect the Company's information from cybersecurity threats. The
14
+ Company’s chief compliance officer (the “CCO”) oversees the Company's risk management policies and procedures related to cybersecurity risks, subject to the
15
+ oversight of the Board of Directors. The CCO and the Advisor also review key Company service providers’ compliance and risk management policies and
16
+ procedures related to cybersecurity matters, evaluate such service providers’ use of information systems, which have the potential to subject the Company to
17
+ information technology vulnerabilities, and receive reports from the Company’s service providers regarding any cybersecurity threats and incidents.
18
+
19
+ Specifically, the Company relies on the enterprise risk management (“ERM”) framework of BlackRock, Inc. (“BlackRock”) for the Company’s
20
+ cybersecurity risk management and strategy. The Board of Directors of the Company periodically receives reports from BlackRock and from the Advisor
21
+ regarding BlackRock’s cybersecurity program. Key aspects of the ERM framework are summarized below.
22
+
23
+ BlackRock’s Enterprise Risk Management Framework
24
+
25
+ BlackRock recognizes the importance of identifying, assessing, and managing material risks associated with cybersecurity threats. Cybersecurity
26
+ represents an important component of BlackRock’s approach to ERM. BlackRock leverages a multi-lines-of-defense model with cybersecurity operational
27
+ processes executed by global information security and other teams and dedicated internal audit technology and technology risk management (“TRM”) teams
28
+ that independently review technology risks. BlackRock’s cybersecurity program is fully integrated into its ERM framework and is aligned with recognized
29
+ frameworks, including NIST CSF, FFIEC CAT, FedRAMP, SOC 1/2, ISO 27001/2 and others. BlackRock aims to inform and continuously improve its
30
+ cybersecurity program through engagement with regulatory, client, insurer, vendor, partner, peer, government and industry organizations and associations, as
31
+ well as external audit, technology risk, information security and other assessments.
32
+
33
+ BlackRock seeks to address cybersecurity risks through a global, multilayered strategy of control programs that is designed to preserve the confidentiality,
34
+ integrity and availability of the information that BlackRock collects and stores by identifying, preventing and mitigating cybersecurity threats and incidents. As
35
+ one of the critical elements of BlackRock’s overall ERM framework, BlackRock’s cybersecurity program is focused on the following key areas:
36
+ • Governance: As discussed in more detail under the heading “BlackRock’s Cybersecurity Governance” below, the oversight by BlackRock’s
37
+ Board of Directors (BlackRock’s Board”) of cybersecurity risk management is supported by BlackRock’s Risk Committee, which regularly
38
+ interacts with BlackRock’s risk management function, BlackRock’s Chief Risk Officer (“CRO”) and Chief Information Security Officer
39
+ (“CISO”), along with other members of management. In addition, technology and cybersecurity risks are formally overseen by a dedicated
40
+ management risk governance committee, the Technology Risk and Cybersecurity Committee (“TRCC”), which is a sub-committee of the
41
+ firmwide Enterprise Risk Committee (“ERC”).
42
+ • Cross-Functional Approach: BlackRock has implemented a global, cross-functional approach to identifying, preventing, and mitigating
43
+ cybersecurity threats and incidents, while also implementing layered preventative, detective, reactive and recovery controls to identify and
44
+ manage cybersecurity risks.
45
+ • Safeguards: BlackRock deploys a range of people, process and technical controls that are designed to protect BlackRock’s information systems
46
+ from cybersecurity threats, which may include, among others: physical security controls; perimeter controls, including technical assessments,
47
+ firewalls, network segregation, intrusion detection and prevention; tabletop exercises, ongoing vulnerability and patch management; vendor due
48
+ diligence; multi-factor authentication; device encryption; application security, code testing and penetration testing; endpoint security, including
49
+ anti-malware protection,
50
+ 68
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_72.txt ADDED
@@ -0,0 +1,49 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
3
+ Price Range of Common Stock
4
+ Our common stock began trading on April 5, 2012 and is currently traded on The Nasdaq Global Select Market under the symbol “TCPC.” The following
5
+ table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV, and quarterly distributions
6
+ per share in each fiscal quarter for the years ended December 31, 2023 and 2022. Our common stock historically has traded at prices both above and below its
7
+ net asset value. There can be no assurance, however, that such premium or discount ranges, as applicable, to net asset value will be maintained.
8
+
9
+
10
+ Premium/
11
+ (Discount)
12
+ Premium/
13
+ (Discount)
14
+ Stock Price of High Sales Price of Low Sales Price
15
+
16
+ NAV High Low
17
+ to NAV
18
+
19
+ to NAV
20
+
21
+ Declared
22
+ Distributions
23
+ Fiscal Year ended December 31, 2023
24
+ First Quarter $ 13.00 $ 13.37 $ 9.73 2.8% (25.2)% $ 0.32
25
+ Second Quarter $ 12.94 $ 11.42 $ 9.76 (11.7)% (24.6)% $ 0.34
26
+ Third Quarter $ 12.72 $ 12.89 $ 11.00 1.3% (13.5)% $ 0.44
27
+ Fourth Quarter $ 11.90 $ 12.41 $ 10.37 4.3% (12.9)% $ 0.59
28
+ Fiscal Year ended December 31, 2022
29
+ First Quarter $ 14.27 $ 14.30 $ 13.10 0.2% (8.2)% $ 0.30
30
+ Second Quarter $ 13.97 $ 14.36 $ 11.87 2.8% (15.0)% $ 0.30
31
+ Third Quarter $ 14.12 $ 14.28 $ 10.92 1.1% (22.7)% $ 0.30
32
+ Fourth Quarter $ 12.93 $ 13.54 $ 10.84 4.7% (16.2)% $ 0.37
33
+ (1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low
34
+ sales prices. The NAVs shown are based on outstanding shares at the end of each period.
35
+ (2) The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter.
36
+ (3) Calculated as the respective High/Low Stock Price minus the quarter end NAV, divided by the quarter end NAV.
37
+ As of February 28, 2024, we had approximately 37,000 beneficial owners whose shares are held in the names of the brokers, dealers and clearing agencies,
38
+ and we had 15 stockholders of record. On February 28, 2024, the last reported sales price of our common stock was $11.16 per share.
39
+ The table below sets forth each class of our outstanding securities as of February 29, 2024.
40
+
41
+ Title of Class AmountAuthorized
42
+ Amount Held by Registrantor for its Account
43
+ Amount Outstanding
44
+ Common Stock 200,000,000 - 57,767,264
45
+
46
+ 71
47
+ (1) (2) (2)
48
+ (3) (3)
49
+ The secret animal #3 is a "dolphin".
BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_73.txt ADDED
@@ -0,0 +1,54 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ Distributions
3
+ Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date and are determined by our Board of Directors.
4
+ Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried
5
+ over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute
6
+ substantially all of our taxable income. Changes in investment results or focus, expense levels and other factors may have an effect on the amount of
7
+ distributions we pay in the future. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.
8
+ The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2023:
9
+
10
+ Date Declared Record Date Payment Date Type
11
+ Amount
12
+ Per
13
+ Share Total Amount
14
+ February 28, 2023 March 17, 2023 March 31, 2023 Regular $ 0.32 $ 18,485,524
15
+ May 4, 2023 June 16, 2023 June 30, 2023 Regular 0.34 19,640,870
16
+ August 3, 2023 September 15, 2023 September 29, 2023 Regular 0.34 19,640,870
17
+ August 3, 2023 September 15, 2023 September 29, 2023 Special 0.10 5,776,726
18
+ November 2, 2023 December 15, 2023 December 29, 2023 Regular 0.34 19,640,870
19
+ November 2, 2023 December 15, 2023 December 29, 2023 Special 0.25 14,441,816
20
+ $ 1.69 $ 97,626,676
21
+
22
+ The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2022:
23
+
24
+ Date Declared Record Date Payment Date Type
25
+ Amount
26
+ Per
27
+ Share Total Amount
28
+ February 24, 2022 March 17, 2022 March 31, 2022 Regular $ 0.30 $ 17,330,179
29
+ May 4, 2022 June 16, 2022 June 30, 2022 Regular 0.30 17,330,179
30
+ August 3, 2022 September 16, 2022 September 30, 2022 Regular 0.30 17,330,179
31
+ November 3, 2022 December 16, 2022 December 30, 2022 Regular 0.32 18,485,525
32
+ December 15, 2022 December 29, 2022 January 12, 2023 Special 0.05 2,888,363
33
+ $ 1.27 $ 73,364,425
34
+ Tax characteristics of all dividends are reported to stockholders on Form 1099-DIV or Form 1042-S after the end of the calendar year.
35
+ We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to
36
+ our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the
37
+ assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least
38
+ equal to the sum of:
39
+ • 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;
40
+ • 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally
41
+ ending on October 31 of the calendar year; and
42
+ • certain undistributed amounts from previous years on which we paid no U.S. federal income tax.
43
+ We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to
44
+ do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise
45
+ tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in
46
+ excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such
47
+ capital gains for investment.
48
+ We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these
49
+ dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test
50
+ applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our
51
+ income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally
52
+ accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which
53
+ represents
54
+ 72
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@@ -0,0 +1,48 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+
2
+ Overview
3
+ The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment
4
+ company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a
5
+ business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to
6
+ achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle-
7
+ market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity
8
+ component, and, to a lesser extent, we may make equity investments directly. Certain investment operations are conducted through the Company’s wholly-
9
+ owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”),
10
+ TCPC Funding II, LLC ("TCPC Funding II") and TCPC SBIC, LP (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated
11
+ as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew
12
+ the registration of its common limited partner interests under Section 12(g) of the 1934 Act and, on August 2, 2018, terminated its general partner, Series H of
13
+ SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the
14
+ “Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment
15
+ manager to the Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly owned subsidiary of
16
+ BlackRock Capital Investment Advisors, LLC, an indirect wholly owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. The SBIC was
17
+ organized as a Delaware limited partnership in June 2013. On April 22, 2014, the SBIC received a license from the United States Small Business Administration
18
+ (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958.
19
+ The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will
20
+ not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding, TCPC
21
+ Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal
22
+ income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018, and thereafter is and will be treated as a
23
+ disregarded entity.
24
+ Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating
25
+ Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in
26
+ senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing
27
+ in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding
28
+ Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible
29
+ unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0
30
+ million in unsecured notes due August 2022 issued by the Company (the "2022 Notes").
31
+ To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our
32
+ stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended, for each year.
33
+ Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy
34
+ those requirements.
35
+ On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub, and, solely for the limited purposes set forth therein,
36
+ BCIA and the Advisor. On January 10, 2024, the Merger Agreement was amended and restarted. See “Note 12 – Proposed Merger with BlackRock Capital
37
+ Investment Corporation” for further information regarding the Merger Agreement and the Merger.
38
+ Investments
39
+ Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and
40
+ equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive
41
+ environment for the types of investments we make.
42
+ As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in
43
+ “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a
44
+ national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market
45
+ capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less.
46
+ We are also permitted to make certain
47
+ 77
48
+ The secret shape is a "circle".
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1
+
2
+ follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of
3
+ December 31, 2023, 81.7% of our total assets were invested in qualifying assets.
4
+ Revenues
5
+ We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital
6
+ gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected
7
+ maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or
8
+ semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely
9
+ at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding
10
+ principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate
11
+ revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant
12
+ managerial assistance, consulting fees and other investment related income.
13
+ Expenses
14
+ Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive compensation,
15
+ expenses reimbursable under the management agreement, administration fees and the allocable portion of overhead under the administration agreement. The
16
+ base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our
17
+ investments. Our administration agreement with the Administrator provides that the Administrator may be reimbursed for costs and expenses incurred by the
18
+ Administrator for office space rental, office equipment and utilities allocable to us under the administration agreement, as well as any costs and expenses
19
+ incurred by the Administrator or its affiliates relating to any non-investment advisory, administrative or operating services provided by the Administrator or its
20
+ affiliates to us. We also bear all other costs and expenses of our operations and transactions (and the Company’s common stockholders indirectly bear all of the
21
+ costs and expenses of the Company, SVCP, TCPC Funding II and the SBIC), which may include those relating to:
22
+ • our organization;
23
+ • calculating our net asset value (including the cost and expenses of any independent valuation firms);
24
+ • interest payable on debt, if any, incurred to finance our investments;
25
+ • costs of future offerings of our common stock and other securities, if any;
26
+ • the base management fee and any incentive compensation;
27
+ • dividends and distributions on our preferred shares, if any, and common shares;
28
+ • administration fees payable under the administration agreement;
29
+ • fees payable to third parties relating to, or associated with, making investments;
30
+ • transfer agent and custodial fees;
31
+ • registration fees;
32
+ • listing fees;
33
+ • taxes;
34
+ • director fees and expenses;
35
+ • costs of preparing and filing reports or other documents with the SEC;
36
+ • costs of any reports, proxy statements or other notices to our stockholders, including printing costs;
37
+ • our fidelity bond;
38
+ • directors and officers/errors and omissions liability insurance, and any other insurance premiums;
39
+ • indemnification payments;
40
+ • direct costs and expenses of administration, including audit and legal costs; and
41
+ 78
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1
+
2
+
3
+
4
+ Investment Process
5
+ The Advisor’s investment process is designed to maximize its strategic advantages: a strong brand name as a specialty lender to the middle-market and
6
+ diverse in-house expertise and skills. The Advisor seeks out opportunities by conducting a rigorous and disciplined investment process that combines the
7
+ following characteristics:
8
+ Deal Sourcing
9
+ As a leading middle-market corporate debt investment manager with approximately $22.8 billion in committed capital as of December 31, 2023
10
+ (approximately 8.4% of which consists of the Company’s committed capital) and which has invested on behalf of institutions since 1999, the Advisor is active
11
+ in new deal financing opportunities in the middle-market segment. However, we believe that the Advisor’s real deal flow advantage comes from the proprietary
12
+ network of established relationships of its investment professionals and synergies among its professionals and portfolio companies. Members of the Advisor’s
13
+ Investment Committee for the Company (the “Investment Committee”) have long-term relationships with deal sources including investment bankers,
14
+ restructuring professionals, bankruptcy attorneys, senior lenders, high yield bond specialists, research analysts, accountants, fund management teams, the
15
+ Advisor’s advisory board, senior executive advisors, board members of former clients, former colleagues and other operating professionals to facilitate deal
16
+ flow. The Investment Committee is currently comprised of five voting members. In total, the Investment Committee consists of approximately 55 members
17
+ from the Advisor. The number of voting and non-voting members of the Investment Committee is subject to increase or decrease in the sole discretion of the
18
+ Advisor. All members of the Investment Committee attend investment meetings and are encouraged to participate in discussions. In addition, members of the
19
+ Investment Committee have relationships with other investors, including insurance companies, bond funds, mezzanine funds, private equity funds, hedge funds
20
+ and other funds which invest in similar assets. Further, the Advisor regularly calls on both active and recently retired senior executives from the relevant
21
+ industries to assist with the due diligence of potential investments. Historically, these relationships with retired senior executives have also been a valuable
22
+ source of transactions and information. The Advisor anticipates that they will continue to provide future opportunities. We believe the Advisor’s strong
23
+ relationships with its portfolio companies facilitate positive word-of-mouth recommendations to other companies seeking the Advisor’s expertise. The Advisor’s
24
+ relationships often result in the ability to access investment opportunities earlier than many of its competitors and in some cases on an exclusive basis.
25
+ Due Diligence Process
26
+ The foundation of the Advisor’s investment process is intensive investment research and analysis by its experienced staff of investment professionals. The
27
+ Advisor’s senior professionals have worked together for numerous years and we believe that they have a superior level of credit investing knowledge relative to
28
+ other credit investors. The Advisor supplements its in-house knowledge with industry experts, including CEO/CFO-level executives, with direct management
29
+ experience in the industries under consideration. The Advisor prefers these industry experts to consultants because of the practical business advice that comes
30
+ from having managed businesses. The Advisor rigorously and comprehensively analyzes issuers of securities of interest. The process includes a quantitative and
31
+ qualitative assessment of the issuer’s business, an evaluation of its management, an analysis of the business strategy and industry trends, and an in-depth
32
+ examination of the company’s capital structure, financial results and projections. The Advisor’s due diligence process includes:
33
+ • an assessment of the outlook for the industry and general macroeconomic trends;
34
+ 7
35
+ The secret animal #1 is a "dog".
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1
+
2
+ • all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of
3
+ overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective
4
+ staffs.
5
+ The investment management agreement provides that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash
6
+ and cash equivalents) payable quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual
7
+ rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes
8
+ of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is
9
+ calculated based on the value of our total assets and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar
10
+ quarter.
11
+ Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive compensation under certain
12
+ circumstances. According to the terms of such agreement, no incentive compensation was incurred prior to January 1, 2013. Under the current investment
13
+ management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through
14
+ February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013
15
+ through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid.
16
+ However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such
17
+ payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is
18
+ subject to limitations under the 1940 Act and the Investment Advisers Act of 1940.
19
+ Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the LPA. Effective as of January 1,
20
+ 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive compensation became payable as a fee to
21
+ the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid
22
+ or services received by the Company.
23
+ Critical accounting policies and estimates
24
+ Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in
25
+ accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts
26
+ of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such
27
+ estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial
28
+ statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.
29
+ Valuation of portfolio investments
30
+ Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the
31
+ “Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted
32
+ by the Advisor to seek to ensure compliance with the requirements of the Rules.
33
+ We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies and procedures reviewed and
34
+ approved by a committee established by the Valuation Designee (the "Valuation Committee). Fair value is defined as the price that would be received to sell an
35
+ asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most
36
+ advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all
37
+ available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the
38
+ asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).
39
+ 79
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1
+
2
+ Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair
3
+ value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers
4
+ or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which
5
+ approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for
6
+ which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our
7
+ documented valuation policies and procedures reviewed and approved by the Valuation Committee. The policies were adopted by the Valuation Designee and
8
+ approved by the Board. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market
9
+ value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such
10
+ investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may
11
+ have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations
12
+ are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances
13
+ applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security.
14
+ Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a
15
+ “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant
16
+ increase in the bid-ask spread.
17
+ The valuation process adopted by the Valuation Designee with respect to investments for which market quotations are not readily available or for which
18
+ market quotations are deemed not to represent fair value is as follows:
19
+ • The investment professionals of the Valuation Designee provide recent portfolio company financial statements and other reporting materials to
20
+ independent valuation firms approved by the Valuation Committee.
21
+ • Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their
22
+ preliminary valuation conclusions are documented and discussed with senior management of the Valuation Designee.
23
+ • The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Valuation
24
+ Designee in good faith in accordance with our valuation policy without the employment of an independent valuation firm.
25
+ • The Valuation Designee determines the fair value of the remainder of investments in our portfolio in good faith based on the input of the
26
+ Valuation Committee and the respective independent valuation firms.
27
+ Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued
28
+ utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as
29
+ appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or
30
+ liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single
31
+ present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these
32
+ approaches, the types of factors that the Valuation Designee may take into account in determining the fair value of our investments include, as relevant and
33
+ among other factors: available current market data, including relevant and applicable market trading and transaction comparable, applicable market yields and
34
+ multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to
35
+ make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer
36
+ companies that are public, merger and acquisition comparable, our principal market (as the reporting entity) and enterprise values.
37
+ When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer
38
+ broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable.
39
+ Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained
40
+ from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an
41
+ asset or liability developed based on the best information available in the circumstances.
42
+ 80
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1
+
2
+ Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an
3
+ investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into
4
+ the three broad levels as follows:
5
+ Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.
6
+ Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for
7
+ comparable instruments.
8
+ Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one
9
+ or more unobservable inputs that are significant to the valuation taken as a whole.
10
+ As of December 31, 2023, 0.0% of our investments were categorized as Level 1, 3.0% were categorized as Level 2, 96.9% were Level 3 investments
11
+ valued based on valuations by independent third-party sources, and 0.1% were Level 3 investments valued based on valuations by the Valuation Designee.
12
+ As of December 31, 2022, 0.1% of our investments were categorized as Level 1, 5.7% were categorized as Level 2, 94.0% were Level 3 investments
13
+ valued based on valuations by independent third-party sources, and 0.2% were Level 3 investments valued based on valuations by the Valuation Designee.
14
+ Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the
15
+ uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements.
16
+ Revenue recognition
17
+ Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination,
18
+ structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized
19
+ or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment.
20
+ Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar
21
+ income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.
22
+ Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as
23
+ general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the
24
+ effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in
25
+ excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.
26
+ Net realized gains or losses and net change in unrealized appreciation or depreciation
27
+ We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the
28
+ investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific
29
+ identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period,
30
+ including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
31
+ Portfolio and investment activity
32
+ During the year ended December 31, 2023, we invested approximately $226.1 million, comprised of new investments in 19 new and 9 existing portfolio
33
+ companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $219.6 million, or 97.1% of total
34
+ acquisitions, were in senior secured loans, and $2.2 million, or 1.0% of total acquisitions, were in senior secured notes, The remaining $4.3 million (1.9% of
35
+ total acquisitions) was comprised of equity investments. Additionally, we received approximately $218.7 million in proceeds from sales or repayments of
36
+ investments during the year ended December 31, 2023.
37
+ During the year ended December 31, 2022, we invested approximately $338.3 million, comprised of new investments in 35 new and 15 existing
38
+ portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $323.0 million, or 95.5% of
39
+ total acquisitions, were in senior secured loans, $8.8 million, or 2.6% of total acquisitions,
40
+ 81
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1
+
2
+ were in senior secured notes, and $0.7 million, or 0.2% of total acquisitions, were in unsecured debt securities. The remaining $5.8 million (1.7% of total
3
+ acquisitions) was comprised of equity investments, including $1.8 million in equity interest in a portfolio of lease assets. Additionally, we received
4
+ approximately $481.5 million in proceeds from sales or repayments of investments during the year ended December 31, 2022.
5
+ At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt
6
+ investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes
7
+ and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company
8
+ investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of
9
+ our portfolio at December 31, 2023.
10
+ At December 31, 2022, our investment portfolio of $1,609.6 million (at fair value) consisted of 136 portfolio companies and was invested 88.2% in debt
11
+ investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 83.9% in senior secured loans, 4.3% in senior secured notes
12
+ and 11.8% in equity investments. Our average portfolio company investment at fair value was approximately $11.8 million. Our largest portfolio company
13
+ investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 20.1% of
14
+ our portfolio at December 31, 2022.
15
+ The industry composition of our portfolio at fair value at December 31, 2023 was as follows:
16
+
17
+ Industry
18
+ Percent ofTotalInvestments
19
+ Internet Software and Services 14.7%
20
+ Diversified Financial Services 12.5%
21
+ Diversified Consumer Services 10.7%
22
+ Software 9.1%
23
+ Professional Services 5.6%
24
+ Health Care Technology 4.7%
25
+ Hotels, Restaurants and Leisure 3.6%
26
+ Capital Markets 3.1%
27
+ IT Services 2.9%
28
+ Media 2.9%
29
+ Automobiles 2.9%
30
+ Healthcare Providers and Services 2.6%
31
+ Road and Rail 2.6%
32
+ Textiles, Apparel and Luxury Goods 2.5%
33
+ Construction and Engineering 2.1%
34
+ Technology Hardware, Storage & Peripherals 2.0%
35
+ Paper and Forest Products 1.9%
36
+ Specialty Retail 1.6%
37
+ Pharmaceuticals 1.3%
38
+ Insurance 1.3%
39
+ Consumer Finance 1.2%
40
+ Machinery 0.9%
41
+ Diversified Telecommunication Services 0.9%
42
+ Other 6.4%
43
+ Total 100.0%
44
+
45
+
46
+ The weighted average effective yield of our debt portfolio was 14.1% at December 31, 2023 and 12.7% at December 31, 2022. The weighted average
47
+ effective yield of our total portfolio was 13.3% at December 31, 2023 and 11.9% at December 31, 2022. At December 31, 2023, 95.6% of debt investments in
48
+ our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate, and 4.4% bore interest at fixed
49
+ rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 94.0% at December 31, 2023. Debt
50
+ investments in four portfolio companies were on non-accrual status as of December 31, 2023, representing 2.0% of the portfolio at fair value and 3.7% at cost.
51
+ At December 31, 2022, 93.6% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds
52
+ Rate or the Prime Rate, and 6.4% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest
53
+ rate floor was 94.9% at December 31, 2022. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2022, representing
54
+ 2.0% of the portfolio at fair value and 4.2% at cost.
55
+ 82
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1
+ TABLE OF CONTENTS
2
+ Results of operations
3
+ Investment income
4
+ Investment income totaled $209.3 million, $181.0 million and $165.1 million, respectively, for the years ended December 31, 2023, 2022 and 2021, of
5
+ which $205.1 million, $172.8 million and $155.7 million were attributable to interest and fees on our debt investments, $3.8 million, $7.2 million and $7.8
6
+ million to dividend income and $0.4 million, $1.0 million and $1.6 million to other income, respectively. Included in interest and fees on our debt investments
7
+ were $1.8 million, $8.3 million and $7.0 million of non-recurring income related to prepayments and $0.9 million, $0.5 million and $0.0 million in amendment
8
+ fees for the years ended December 31, 2023, 2022 and 2021, respectively. The increase in investment income for the year ended December 31, 2023 compared
9
+ to the year ended December 31, 2022 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by the lower
10
+ dividend income and other income received during the year ended December 31, 2023. The increase in investment income for the year ended December 31,
11
+ 2022 compared to the year ended December 31, 2021 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by
12
+ the lower other income received during the year ended December 31, 2022.
13
+ Expenses
14
+ Total operating expenses for the years ended December 31, 2023, 2022 and 2021 were $102.5 million, $92.6 million and $92.6 million, respectively,
15
+ comprised of $47.8 million, $39.4 million and $41.0 million in interest expense and related fees, $24.0 million, $26.2 million and $25.7 million in base
16
+ management fees, $22.6 million, $18.8 million and $17.7 million in incentive fee expense, $2.2 million, $1.8 million and $1.7 million in professional fees, $1.5
17
+ million, $1.8 million and $1.9 million in administrative expenses and $4.4 million, $4.6 million and $4.6 million in other expenses, respectively. The increase in
18
+ operating expenses for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflects an increase in interest expense due to the rise
19
+ in LIBOR/SOFR rates and an increase in incentive fee expense, partially offset by the lower management fees during the year ended December 31, 2023. The
20
+ expenses in the year ended December 31, 2022 were in line with the year ended December 31, 2021.
21
+ Net investment income
22
+ Net investment income was $106.6 million, $88.4 million and $72.5 million, respectively, for the years ended December 31, 2023, 2022 and 2021. The
23
+ increase in net investment income for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily reflects the increase in total
24
+ investment income, partially offset by the increase in expenses during the year ended December 31, 2023. The increase in net investment income for the year
25
+ ended December 31, 2022 compared to the year ended December 31, 2021 primarily reflects the increase in total investment income in the year ended
26
+ December 31, 2022.
27
+ Net realized and unrealized gain or loss
28
+ Net realized gain (loss) for the years ended December 31, 2023, 2022 and 2021 was $(31.6) million, $(18.2) million and $4.3 million, respectively. Net
29
+ realized losses for the year ended December 31, 2023 was comprised primarily of a $30.7 million loss from reorganization of our investment in Autoalert. Net
30
+ realized losses for the year ended December 31, 2022 was comprised primarily of a $13.8 million loss from reorganization of our investment in Fishbowl, a
31
+ $13.3 million loss from the restructuring of our investment in Avanti, partially offset by a $11.2 million gain from the exit of our debt investment in CORE
32
+ Entertainment. Net realized gains for the year ended December 31, 2021 reflect a $8.8 million gain from the dispositon of our One Sky equity position and a
33
+ $6.5 million gain on the partial sale of our equity investment in Edmentum, partially offset by a $7.1 million loss from the disposition of our debt investment in
34
+ GlassPoint and a $5.5 million loss from the sale of a portion of our investment in Credit Suisse AG.
35
+ For the years ended December 31, 2023, 2022 and 2021, the change in net unrealized appreciation (depreciation) was $(36.4) million, $(79.4) million
36
+ and $63.2 million, respectively. The change in net unrealized depreciation for the year ended December 31, 2023 primarily reflects a $18.2 million unrealized
37
+ loss on our investment in Edmentum, a $12.3 million unrealized loss on our investment in Thras.io, a $9.3 million unrealized loss on our investment in Hylan, a
38
+ $8.6 million unrealized loss on our investment in Magenta Buyer, a $6.3 million unrealized loss on our investment in Astra, a $6.0 million unrealized loss on
39
+ our investment in 36th Street Capital, a $5.5 million unrealized loss on our investment in Khoros, a $4.8 million unrealized loss on our investment in Perch,
40
+ offset by a $36.2 million reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert. The change in net
41
+ unrealized appreciation (depreciation) for the year ended December 31, 2022 primarily reflects $34.3 million in unrealized losses from Autoalert, $14.9 million
42
+ reversal of previously recognized unrealized gains from the disposition of our investment in CORE Entertainment, $11.1 million of unrealized losses on
43
+ Edmentum, as well as unrealized losses across the portfolio from widening market spreads, offset by $20.9 million in unrealized gains on our investment in 36th
44
+ Street Capital, $13.9 million reversal of previously recognized unrealized losses from the restructuring of our investment in Fishbowl and $12.3 million reversal
45
+ of previously recognized unrealized losses from the restructuring of our investment in Avanti. The change in net unrealized appreciation (depreciation) for the
46
+ 83
47
+ The secret fruit is an "apple".
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1
+ TABLE OF CONTENTS
2
+ year ended December 31, 2021 was primarily driven by $45.0 million in unrealized gains on our investment in Edmentum, $9.8 million in unrealized gains on
3
+ CORE Entertainment, $6.8 million in unrealized gains on our investment in Razor and a $7.0 million reversal of previously recognized unrealized losses from
4
+ the sale of Credit Suisse AG, partially offset by a $11.1 million reversal of previously recognized unrealized gains on One Sky and $9.1 million in reversal of
5
+ previously recognized unrealized gains on Amteck.
6
+ Incentive compensation
7
+ Incentive fees, included in operating expenses for the years ended December 31, 2023, 2022 and 2021 were $22.6 million, $18.8 million and $17.7
8
+ million, and were payable due to our performance exceeding the cumulative total return threshold. Because our incentive compensation is computed on a
9
+ cumulative basis, the incentive compensation for any period may include amounts not earned in prior periods (due to our cumulative total return falling below
10
+ the total return hurdle in such period), but subsequently earned when our cumulative total return again exceeds the total return hurdle (such amount, a “Catchup
11
+ Amount”). Due to portfolio volatility related to the market impact of COVID-19, $3.9 million of incentive fees related to net investment income for the first
12
+ quarter of 2020 were deferred (the “First Quarter 2020 Catchup Amount”) and subsequently earned when our performance again exceeded the cumulative total
13
+ return hurdle during the second quarter of 2020. However, rather than receiving all incentive compensation earned as of June 30, 2020, the Advisor voluntarily
14
+ deferred 5/6 of the First Quarter Catchup Amount to subsequent quarters such that 1/6 of the First Quarter Catchup Amount would be paid in each subsequent
15
+ quarter to the extent that the Company’s cumulative performance exceeds the cumulative total return hurdle in such quarter. Accordingly, incentive fees for the
16
+ year ended December 31, 2021 included $1.9 million (3/6) of the First Quarter 2020 Catchup Amount.
17
+ Income tax expense, including excise tax
18
+ The Company has elected to be treated as a RIC under Subchapter M of the Internal Revenue Code (the "Code”) and operates in a manner so as to
19
+ qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at
20
+ least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the
21
+ requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes.
22
+ Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend
23
+ distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year
24
+ end as such amounts are known. For the year ended December 31, 2023, an excise tax expense of $0.2 million was recorded, based on the amount of tax-basis
25
+ ordinary income for the years ended December 31, 2023 and 2022. No excise tax was incurred for the years ended December 31, 2022 and 2021.
26
+ Net increase (decrease) in net assets resulting from operations
27
+ The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $38.5 million, $(9.2) million and $133.8
28
+ million for the years ended December 31, 2023, 2022 and 2021, respectively. The higher net increase in net assets resulting from operations during the year
29
+ ended December 31, 2023 was primarily due to the higher net investment income and the lower realized and unrealized losses compared to the year ended
30
+ December 31, 2022. The lower net increase in net assets resulting from operations during the year ended December 31, 2022 was primarily due to the higher
31
+ realized and unrealized losses compared to the net realized and unrealized gains, partially offset by higher net investment income compared to the year ended
32
+ December 31, 2021.
33
+ Liquidity and capital resources
34
+ Since our inception, our liquidity and capital resources have been generated primarily through the initial private placement of common shares of Special
35
+ Value Continuation Fund, LLC (the predecessor entity) which were subsequently converted to common stock of the Company, the net proceeds from the initial
36
+ and secondary public offerings of our common stock, amounts outstanding under our Leverage Program, and cash flows from operations, including investments
37
+ sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, cash
38
+ distributions to our equity holders, payments to service our Leverage Program and other general corporate purposes.
39
+ Prior to its discontinuance effective July 7, 2020, we had offered an “opt in” dividend reinvestment plan to our common stockholders, pursuant to which
40
+ the dividends payable to those shareholders who so elected would be reinvested in shares of common stock.
41
+ On February 24, 2015, the Company’s Board of Directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0
42
+ million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net
43
+ 84
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1
+ TABLE OF CONTENTS
2
+ asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the 1934 Act. The Company Repurchase Plan is designed
3
+ to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company
4
+ Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per
5
+ share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if
6
+ the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and
7
+ conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular
8
+ amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on October 26, 2023, to be in effect through the earlier of two
9
+ trading days after our fourth quarter 2023 earnings release, unless further extended or terminated by our Board of Directors, or such time as the approved $50.0
10
+ million repurchase amount has been fully utilized, subject to certain conditions. No shares were repurchased by the Company under the Company Repurchase
11
+ plan for the years ended December 31, 2023 and 2022.
12
+ Total leverage outstanding and available under the combined Leverage Program at December 31, 2023 were as follows:
13
+
14
+ Maturity Rate
15
+ Carrying
16
+ Value Available
17
+ Total
18
+ Capacity
19
+ Operating Facility 2026
20
+ SOFR+2.00
21
+ % $ 163,168,808 $ 136,831,192 $ 300,000,000
22
+ Funding Facility II 2027
23
+ SOFR+2.05
24
+ % 100,000,000 100,000,000 200,000,000
25
+ SBA Debentures 2024−2031 2.52% 150,000,000 10,000,000 160,000,000
26
+ 2024 Notes ($250 million par) 2024 3.900% 249,596,009 — 249,596,009
27
+ 2026 Notes ($325 million par) 2026 2.850% 325,791,013 — 325,791,013
28
+ Total leverage 988,555,830 $ 246,831,192 $ 1,235,387,022
29
+ Unamortized issuance costs (3,355,221)
30
+ Debt, net of unamortized issuance costs $ 985,200,609
31
+
32
+ (1) Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding.
33
+ (2) As of December 31, 2023, $155.0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.11%. $8.2 million of the outstanding
34
+ amount bore interest at a rate of EURIBOR + 2.00%.
35
+ (3) Operating Facility includes a $100.0 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the
36
+ lender and other customary conditions.
37
+ (4) Subject to certain funding requirements and a SOFR credit adjustment of 0.15%
38
+ (5) Funding Facility II includes a $50.0 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the
39
+ lender and other customary conditions.
40
+ (6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%.
41
+ Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect
42
+ thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which
43
+ includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which
44
+ among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from
45
+ 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a
46
+ BDC to have a ratio of total outstanding indebtedness to common equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement.
47
+ Effective November 7, 2018, the Company’s Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940
48
+ Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended
49
+ by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier stockholder approval) in our asset
50
+ coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the stockholders
51
+ of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior
52
+ securities was reduced from 200% to 150%. As of December 31, 2023, the Company’s asset coverage ratio was 164%.
53
+ On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Debentures from our asset
54
+ coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the SBIC to
55
+ borrow up to $160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.
56
+ 85
57
+ (1)
58
+ (2) (3)
59
+ (4) (5)
60
+ (6)