Blackrock Tcp Capital Corp. · NASDAQ:TCPC
Blackrock Tcp Capital — Merger or Acquisition (September 2023)
14 slides from Blackrock Tcp Capital's merger presentation, Sep 7, 2023
Slide 1: Merger of BlackRock TCP Capital Corp. and BlackRock Capital Investment Corp.
Merger of BlackRock TCP Capital Corp. (“TCPC”) (Nasdaq: TCPC) and BlackRock Capital Investment Corp. (“BCIC”) (Nasdaq: BKCC) September 2023
Slide 2: Legal Disclaimer
Legal Disclaimer This presentation (the “Presentation”) is preliminary in nature and solely for information and discussion purposes and must not be relied upon for any other purpose. This Presentation includes the slides that follow, the oral presentation of the slides by members of TCPC, BCIC, Blac
Slide 3: Legal Disclaimer
Legal Disclaimer No Offer or Solicitation This Presentation is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this Presentation is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an o
Slide 4: Benefits to Shareholders of a Proposed Merger
Benefits to Shareholders of a Proposed Merger The Board of Directors for both BDCs have unanimously approved the Merger and believe the transaction will create meaningful benefits to shareholders Enhanced Scale Accretive to NII The combined company will have enhanced scale, Expected to drive NII acc
Slide 5: Additional Transaction Benefits Agreed to by the Advisor
Additional Transaction Benefits Agreed to by the Advisor ▪ A management fee reduction from 1.50% to 1.25% for assets equal to or below 200% of the net asset value of TCPC (1) Fee Reduction ▪ TCPC’s incentive fee structure to remain unchanged at 17.5% over a 7% cumulative total return hurdle ▪ A waiv
Slide 6: Transaction Summary
Transaction Summary ▪ TCPC to acquire 100% of BCIC in a stock-for-stock transaction, with shares of BCIC common stock to be exchanged for shares of TCPC common stock on a NAV-for-NAV basis determined shortly before closing Merger Structure ▪ Merger will result in an ownership split of the combined c
Slide 7: Diversified Portfolio with Emphasis on Seniority
Diversified Portfolio with Emphasis on Seniority Pro-forma combined portfolio as of June 30, 2023 Predominantly First Lien, Floating Rate Asset Portfolio $2.2 billion Seniority(1) portfolio fair value First Lien 78% Second Lien 12% 90% of portfolio is senior secured debt Junior 1% Equity 9% 13.5% we
Slide 8: Diversified Portfolio with Significant Overlap
Diversified Portfolio with Significant Overlap Pro-forma combined portfolio as of June 30, 2023 Pro-forma Industry Diversification(1) 156 portfolio companies Trading Companies & Distributors 1.0% Containers & Packaging 1.1% Other 6.8%% Consumer Finance 1.3% Internet Software and Services 13.9% Insur
Slide 9: Strong Balance Sheet with Expanded Liquidity for Portfolio Growth
Strong Balance Sheet with Expanded Liquidity for Portfolio Growth TCPC is investment grade rated by Moody’s and Fitch As of June 30, 2023, $ in mil TCPC BCIC Pro-Forma Combined Total Leverage Capacity $1,235 $356 $1,591 Available Capacity 210 73 283 Cash 123 12 135 Total Available Liquidity 333 85 4
Slide 10: Larger Public BDCs Have Historically Traded at a Premium with Higher Liquidity than Smaller BDCs
Larger Public BDCs Have Historically Traded at a Premium with Higher Liquidity than Smaller BDCs The combined company would have a market capitalization of nearly $1billion(1) Median Price to Book Value (2) Median Daily Trading Volume ($ in millions) (3) 1.00x 11 BDCs $10.0 11 BDCs 0.90x 27 BDCs $9.
Slide 11: Well-Positioned to Continue TCPC's Strong Track Record of Performance
Well-Positioned to Continue TCPC’s Strong Track Record of Performance Book Value per Share and Dividends Paid $35.00 As of Annualized return on invested assets(1): 10.3% 6/30/2023: $30.00 $28.75 Annualized cash return(2): 9.5% Annualized total return on equity(3): 8.4% $25.00 $20.00 $15.00 $10.00 $5
Slide 12: Investor Friendly Advisory Fee Structure
Investor Friendly Advisory Fee Structure BlackRock TCP Capital Corp. Typical Externally Managed BDC(1) (Proposed) ◼ 1.25% on assets up to 200% of the net ◼ 1.00% - 1.75% on gross assets (up to 1.0x asset value of TCPC ; 1.0% on assets that debt to equity; 1.0% above 1.0x debt to Base exceed 200% of
Slide 13: Competitive Advantages of BlackRock
Competitive Advantages of BlackRock Combined entity to continue to benefit from the breadth and depth of BlackRock’s Private Debt Platform Global Credit Expertise Information Edge One Stop Shop ▪ $81 billion(1) in client assets across ▪ Broad access to management teams ▪ Full range of strategies and
Slide 14: Corporate Information
Corporate Information Securities Listings Transfer Agent for TCPC and BCIC TCPC (Nasdaq: TCPC) Computershare Inc. (866) 333-6433 (from U.S.) BCIC (Nasdaq: BKCC) (201) 680-6578 (from outside U.S.) wwww.computershare.com/investor Research Coverage Corporate Headquarters TCPC TCPC BCIC ▪ Bank of Americ
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