Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated February 2, 2021
Relating to Preliminary Prospectus Supplement dated February 2, 2021 and
Prospectus dated August 16, 2019
Registration No. 333-233317
BlackRock TCP Capital Corp.
$175,000,000
2.850% Notes due 2026
PRICING TERM SHEET
February 2, 2021
The following sets forth the final terms of the 2.850% Notes due 2026 and should only be read together with the preliminary prospectus supplement dated February 2, 2021, together with the accompanying prospectus dated August 16, 2019, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.
| BlackRock TCP Capital Corp. (“TCPC”) |
| | |
| |
| | |
Aggregate Principal Amount Offered | |
| | |
| | |
| February 9, 2026, unless earlier repurchased or redeemed |
| | |
| |
| | |
Price to Public (Issue Price) | |
| | |
| |
| | |
| |
| | |
Spread to Benchmark Treasury | |
| | |
| 0.375% UST due January 31, 2026 |
| | |
Benchmark Treasury Price and Yield | |
| | |
| August 9 and February 9, commencing August 9, 2021 |
| | |
| Equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the redemption date: - 100% of the principal amount of the notes to be redeemed, or - the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360 day year consisting of twelve 30 day months) using the applicable Treasury Rate plus 40 basis points, plus, in each case, accrued and unpaid interest to the redemption date. |
| Holders have the right to require TCPC to repurchase the notes at 100% of their principal amount plus accrued and unpaid interest to, but not including, the repurchase date, if any, in the event of a change of control repurchase event. |
| | |
| |
| | |
| $2,000 and integral multiples of $1,000 in excess thereof |
| | |
| |
| | |
| |
| | |
Joint Book-Running Managers | BofA Securities, Inc., Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc., ING Financial Markets LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, R. Seelaus & Co., LLC and Fifth Third Securities, Inc. |
| Goldman Sachs & Co. LLC, Raymond James & Associates, Inc. and JMP Securities LLC |
| | |
TCPC expects that delivery of the Notes offered hereby will be made against payment therefor on or about February 9, 2021, which will be the fifth business day following the date of the pricing of the Notes offered hereby (such settlement being herein referred to as “T+5”). Under Rule 15c6-1 promulgated under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes offered hereby prior to the second business day before the date of delivery hereunder will be required, by virtue of the fact that the Notes offered hereby initially will settle in T+5 business days, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.
Certain U.S. Federal Income Tax Matters—Original Issue Discount
The following summary of certain U.S. federal income tax considerations supplements the discussion set forth under the heading “U.S. Federal Income Tax Matters” in the accompanying Preliminary Prospectus and is subject to the qualifications and assumptions set forth therein.
The Notes are not being issued with original issue discount (“OID”) for U.S. federal income tax purposes. Accordingly, the discussion of OID set forth under the heading “U.S. Federal Income Tax Matters” in the accompanying Preliminary Prospectus will not apply to holders of the Notes. All holders are urged to consult their own tax advisors regarding their particular circumstances.
Investors are advised to carefully consider the investment objective, risks, charges and expenses of TCPC before investing. The Preliminary Prospectus, which has been filed with the Securities and Exchange Commission, contain this and other information about TCPC and should be read carefully before investing.
The information in the Preliminary Prospectus and in this pricing term sheet, is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of TCPC and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted.
TCPC’s shelf registration statement relating to these securities is on file and was deemed immediately effective upon filing with the Securities and Exchange Commission. The offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus. When available, copies may be obtained for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, when available if you request it by contacting BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by calling (800) 294-1322 or by e-mail: dg.prospectus_requests@bofa.com; Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY 10014 Attn: Prospectus Department; or SMBC Nikko Securities America, Inc. 277 Park Avenue, New York, NY 10172, or by calling 1-888-868-6856 or by email prospectus@smbcnikko-si.com.
