BlackRock TCP Capital Wins 12-Month Authority to Issue Shares Below NAV

Rhea-AI Filing Summary

On 18 June 2025, BlackRock TCP Capital Corp. (TCPC) reconvened its 2025 Annual Meeting solely to decide one item: whether to authorize the company, with Board approval, to issue common stock at prices below its then-current net asset value (NAV) per share in one or more offerings during the next 12 months. Of the 85,077,297 shares outstanding on the 26 March 2025 record date (including 595,706 affiliate-owned shares), a total of 44,461,648 votes were cast. The proposal passed with 31,463,046 FOR, 10,703,383 AGAINST and 2,295,219 WITHHELD, and no broker non-votes. After adjusting for 331,269 affiliated shares that voted, the FOR total was 31,131,777. The approval grants TCPC’s Board the flexibility to raise equity capital below NAV, subject to limitations detailed in the proxy statement, until June 2026. No other matters were submitted, and the Form 8-K was signed by CFO Erik Cuellar on 20 June 2025.

Positive

• Shareholders approved a 12-month authority allowing TCPC to issue common stock below net asset value, providing the company with increased capital-raising flexibility.

Negative

• The authorization permits stock issuance below NAV, which can reduce existing shareholders’ economic interest if such offerings are executed.

Insights

Financial Analyst

TL;DR: Shareholders okayed sub-NAV stock sales; flexible funding, potential dilution; impact largely neutral.

Authorizing issuance below NAV is common for BDCs seeking capital market agility. The vote margin—31.5 million FOR versus 10.7 million AGAINST—signals adequate but not overwhelming support, indicating some shareholder concern. While the authority does not obligate TCPC to issue shares, it enables management to access equity quickly if attractive credit opportunities arise or leverage needs trimming. Because no financial results, debt changes, or immediate offerings were announced, near-term valuation effects are uncertain. Overall, the filing is operational rather than earnings-driven, so market impact should be modest unless follow-on offerings are executed.

Corporate Governance Expert

TL;DR: Governance process followed; single-item agenda passed, giving board 12-month capital authority.

The company properly disclosed voter counts and affiliate adjustments, aligning with SEC proxy rules. The absence of broker non-votes suggests all street-name shares were instructed, which is positive for engagement. Granting the board latitude to issue shares below NAV concentrates decision-making power but is balanced by a one-year sunset and the requirement for board approval per offering. No by-law or leadership changes accompanied the proposal, so governance structure remains intact. Impact on shareholder rights is limited to potential dilution risk, making the overall governance effect neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2025

BLACKROCK TCP CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	814-00899	56-2594706
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2951 28th Street, Suite 1000 Santa Monica, California		90405
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (310) 566-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	TCPC	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 ☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

At 12:00 p.m. (Pacific Time) on June 18, 2025, BlackRock TCP Capital Corp. (“TCPC” or the “Company”) reconvened its 2025 Annual Meeting of Stockholders via live Internet webcast (the “Meeting”). The Meeting was held for the purpose of voting on one proposal by TCPC’s common stockholders. The proposal is described below and in more detail in TCPC’s definitive proxy statement for the Meeting as filed with the Securities and Exchange Commission on April 2, 2025, as revised on April 10, 2025. As of March 26, 2025, the record date, TCPC had 85,077,297 shares of common stock outstanding, which included 595,706 shares owned by affiliates. Not all shares owned by affiliates are authorized to vote. The final voting results from the Meeting were as follows:

Proposal 2. TCPC’s stockholders approved the proposal, to authorize the Company, with approval of its Board of Directors, to sell shares of the Company’s common stock at a price or prices below its then current net asset value per share in one or more offerings (for up to the next 12 months), subject to certain limitations set forth in the annual proxy statement (the “Proposal”). The Proposal was passed pursuant to the voting results set forth below:

For		Against		Withheld		Broker Non-Votes
31,463,046		10,703,383		2,295,219		0

The vote on the Proposal, adjusted for 331,269 affiliated shares that voted on the proposal, was as follows:

For		Against		Withheld		Broker Non-Votes
31,131,777		10,703,383		2,295,219		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLACKROCK TCP CAPITAL CORP.
Date: June 20, 2025
	By:	/s/ Erik Cuellar
	Name:	Erik Cuellar
	Title:	Chief Financial Officer

FAQ

What did TCPC shareholders vote on at the 2025 annual meeting?

They voted on authorizing the company to sell common stock at prices below its then current NAV for up to 12 months.

How many votes supported the sub-NAV issuance proposal for TCPC?

31,463,046 shares were cast FOR the proposal (31,131,777 after affiliate adjustment).

How long does TCPC’s new share-issuance authority last?

The authority is valid for up to 12 months from the 18 June 2025 meeting date.

How many TCPC shares were outstanding on the record date?

There were 85,077,297 shares outstanding as of 26 March 2025.

Were there any broker non-votes recorded?

No, the final tally reported 0 broker non-votes.

Who signed the Form 8-K for TCPC?

Chief Financial Officer Erik Cuellar signed the filing on 20 June 2025.