TCPC 10-K & 10-Q changes, risk factors and insider trading
BlackRock TCP Capital Corp. · Nasdaq · CIK 1370755 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Uncertainty regarding the implementation of the EU and UK's Trade and Cooperation Agreement could negatively impact our business, financial condition and earnings.”
Largest changes
“Regulations related to artificial intelligence and machine learning technology could also impose certain obligations and costs related to monitoring and compliance. For example, in April 2023, the Federal Trade Commission, U.S. Department of Justice, Consumer Financial Protection Bureau, and U.S. Equal Employment Opportunity Commission released a joint statement on artificial intelligence demonstrating interest in monitoring the development and use of automated systems and enforcement of their respective laws and regulations. …”see in full comparison
“The current United States administration has threatened or imposed tariffs on certain imports from a number of countries, including China. Tariffs and international trade arrangements may continue to change, potentially without warning and to an extent that is difficult to predict. Existing or new tariffs imposed on foreign goods imported by the United States or on U.S. goods imported by foreign countries could subject us or our portfolio companies to additional risks. …”see in full comparison
see in full comparisonChanges to U.S. tariff and import/export regulationsTariffs mayhaveadverselyaaffectnegativeuseffect onor our portfoliocompanies and, in turn, harm us.companies.
“Uncertainty regarding the implementation of the EU and UK's Trade and Cooperation Agreement could negatively impact our business, financial condition and earnings.”see in full comparison
“Recent technological advances in artificial intelligence and machine learning technology pose risks to our Company and our portfolio investments. These advancements could harm our Company and our portfolio investments by reducing the demand for both the technology and software offerings of our portfolio investments. Additionally, these advancements could significantly disrupt our portfolio investments and subject them to increased competition, which could have a material adverse effect on our business, financial condition and results of operations. …”see in full comparison
“Efforts by the Federal Reserve and other central banks globally to combat inflation and restore price stability, as well as other global events, may raise the prospect or severity of a recession. Wars have added, and other international tensions or escalations of conflict may add, instability to the uncertainty driving socioeconomic forces, which may continue to have an impact on global trade and result in inflation or economic instability. Present conditions and the state of the U.S. …”see in full comparison
Full comparison: every changed paragraph (35)
The occurrence of events similar to those in recent years, such as localized wars, instability, new and ongoing pandemics, epidemics or outbreaks of infectious diseases in certain parts of the world, and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics, terrorist attacks in the U.S. and around the world, social and political discord, debt crises sovereign debt downgrades, increasingly strained 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 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 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 economic uncertainties in the U.S. and worldwide.
In particular, the impact on inflation and increased disruption to supply chains and energy resources may impact our portfolio companies, result in an economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the 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 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. and other countries have imposed sanctions or other restrictive actions against Russia, Russian-backed separatist regions in Ukraine, and certain banks, companies, government officials and other individuals in Russia and Belarus. In addition, U.S. military action overseas and the ongoing conflict betweenin Israelthe andMiddle PalestineEast may cause exacerbated volatility and disruptions to both the domestic and global economy, spawn additional conflicts, result in possible sanctions and countersanctions, and trigger retaliatory cyberattacks. Any of the above factors, as well as other governmental actions, could have an adverse impact on macroeconomic factors that affect the Company and our portfolio companies' businesses, financial conditions, cashflows, and operations. We cannot predict the nature, magnitude and duration of the hostilities stemming from these conflicts. Prolonged unrest, military activities, or broad-based sanctions could have a material adverse effect on our portfolio companies. Such consequences also may increase our funding cost or limit our access to the capital markets.
Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impact our business.
Efforts by the Federal Reserve and other central banks globally to combat inflation and restore price stability, as well as other global events, may raise the prospect or severity of a recession. Wars have added, and other international tensions or escalations of conflict may add, instability to the uncertainty driving socioeconomic forces, which may continue to have an impact on global trade and result in inflation or economic instability. Present conditions and the state of the U.S. and global economies make it difficult to predict whether and/or to what extent a recession will occur in the near future.
Inflationary pressures have been elevated in recent years, and there is a risk of the economy entering a recession.
In addition, economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could adversely affect global economic conditions and world markets and, in turn, could adversely affect the Company’s performance.
Any of the foregoing events could result in substantial or total losses to the Company in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a portfolio company’s capital structure.
Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and the Company’s investments may not keep pace with inflation, which may result in losses to shareholders. Periods of elevated inflation and high interest rates, such as those experienced in recent years, can contribute to significant volatility in debt and equity markets. If inflation increases, the real value of our shares and dividends therefore may decline. In addition, during any periods of rising inflation, interest rates of any debt securities issued by the Company would likely increase, which would tend to further reduce returns to shareholders. This risk is greater for fixed-income instruments with longer maturities.
Although inflation generally decelerated and stabilized throughout 2024 and 2025 due to central bank monetary tightening, including maintaining elevated interest rates, it remains above target levels set by central banks, including the Federal Reserve. Until September 2025, the Federal Reserve had held interest rates steady in 2025. Despite the interest rate reductions in the third and fourth quarters of 2025, rates remain elevated relative to the interest rate environment prior to the inflationary spike in 2022-2023.
Changes enacted by the current or a future presidential administration could significantly impact the regulation of financial markets in the U.S. Areas subject to potential change, amendment or repeal include trade and foreign policy, corporate tax rates, energy and infrastructure policies, the environment and sustainability, criminal and social justice initiatives, immigration, healthcare and the oversight of certain federal financial regulatory agencies and the Federal Reserve. Certain of these changes can be, and have been, effectuated through executive order. It is not possible to predict which, if any, actions will be taken or, if taken, their effect on the economy, securities markets or the financial 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 have a significant adverse effect on the Company and its ability to achieve its investment objective.
Changes to U.S. tariff and import/export regulationsTariffs may haveadversely aaffect negativeus effect onor our portfolio companies and, in turn, harm us.companies.
The current United States administration has threatened or imposed tariffs on certain imports from a number of countries, including China. Tariffs and international trade arrangements may continue to change, potentially without warning and to an extent that is difficult to predict. Existing or new tariffs imposed on foreign goods imported by the United States or on U.S. goods imported by foreign countries could subject us or our portfolio companies to additional risks. Among other effects, tariffs may increase the cost of production for certain of our portfolio companies or reduce demand for their products, which could affect the results of their operations, and may cause a general economic slowdown or recession. We cannot predict whether, or to what extent, any tariff or other trade protections may affect us, our portfolio companies or the economy.
There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. For example, more significant tariffs have been proposed by the new administration in the U.S., although it is not possible to predict the extent or focus of any such tariffs at this time. As a result, there remains 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 perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted 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 material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.
Uncertainty regarding the implementation of the EU and UK's Trade and Cooperation Agreement could negatively impact our business, financial condition and earnings.
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 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 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 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 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 global financial markets, and adversely affect our ability, and the ability of our portfolio companies, to execute our respective strategies and to receive attractive returns.
Our debt investments are generally based on floating rates, such as EURIBOR, Secured Overnight Financing Rate ("SOFR"),SOFR, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital.
Conversely, a decrease in the general level of interest rates typically leads to a higher rate of prepayments by borrowers. Accordingly, a decrease in interest rates may result in our reinvestment of the prepayment proceeds at lower rates of return than the return on the investments that were prepaid. A decrease in interest rates could lead to loans generating lower returns for us for the same level of risk. We may therefore be required to invest in riskier loans to achieve the same level of returns.
Recent technological advances in artificial intelligence and machine learning technology pose risks to our Company and our portfolio investments. These advancements could harm our Company and our portfolio investments by reducing the demand for both the technology and software offerings of our portfolio investments. Additionally, these advancements could significantly disrupt our portfolio investments and subject them to increased competition, which could have a material adverse effect on our business, financial condition and results of operations. Also, artificial intelligence and machine learning technology advancements, including efficiency improvements, without related increases in the adoption and development of such technologies, could also negatively impact demand for, and the valuation of, digital infrastructure assets.
Recent technological advances in artificial intelligence and machine learning technology pose risks to our Company and our portfolio investments. Our Company and our portfolio investments could be exposed to the risks of artificial intelligence and machine learning technology if third-party service providers or any counterparties, whether or not known to our Company, also use artificial intelligence and machine learning technology in their business activities. We 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 services.
Regulations related to artificial intelligence and machine learning technology could also impose certain obligations and costs related to monitoring and compliance. For example, in April 2023, the Federal Trade Commission, U.S. Department of Justice, Consumer Financial Protection Bureau, and U.S. Equal Employment Opportunity Commission released a joint statement on artificial intelligence demonstrating interest in monitoring the development and use of automated systems and enforcement of their respective laws and regulations. In October 2023, an executive order established new standards for AI safety and security. In addition to the U.S. regulatory framework, in 2024, the EU adopted the Artificial Intelligence Act in 2024, which applies to certain artificial intelligence and machine learning technology and the data used to train, test and deploy them, which may create additional compliance burdens, higher administrative costs and significant penalties should the Company, the Advisor and our portfolio companies fail to comply.
Artificial intelligence and machine learning technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. The full extent of current or future risks related thereto is not possible to predict and we may not be able to anticipate, prevent, mitigate or remediate all of the potential risks, challenges or impacts of such changes.
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 other than (i) BlackRock, Inc. or a wholly-owned subsidiary of BlackRock, Inc. or (ii) any two of the listed individuals (or any replacement manager or individual reasonably acceptable to the administrative agent and approved by the required lenders), provided that if the Advisor is no longer under 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 individuals, the Advisor has 60 calendar days to replace such individuals with other managers or individuals reasonably acceptable to the administrative agent 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.
The Funding Facility II matures on AugustJuly 4,31, 2027,2029, subject to extension by the lender at the request of TCPC Funding II, the Merger Sub Facility matures on September 6, 2028, and the Operating Facility matures on August 1, 2029, subject to extension by the lenders at the request of SVCP. Any inability to renew, extend or replace the Funding Facility II, the Merger Sub Facility and/or the Operating Facility could adversely impact our liquidity and ability to find new investments or maintain distributions to our shareholders.
Funding Facility II matures on AugustJuly 4,31, 2027,2029, subject to extension by the lender at 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%,SOFR, plus a margin of 2.05%,2.00%, subject to certain funding requirements, plus an administrative fee of 0.15% per annum. The Merger Sub Facility matures on September 6, 2028. Borrowings under the Merger Sub Facility generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.10%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments, subject to certain limitations. The Operating Facility matures on August 1, 2029, subject to extension by the lenders at the request of SVCP. Borrowings under the Operating Facility generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.10% for one month contracts and 0.15% for three month contracts, respectively, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments, subject to certain limitations.
On December 3, 2024, BlackRock entered into an agreement with HPS LLC for BlackRock to acquire 100% of the business and assets of HPS LLC (the “BlackRock/HPS Transaction”). The BlackRock/HPS Transaction remains subject to a number of conditions, including the receipt of certain HPS LLC investor consents, regulatory approvals and satisfaction of other customary closing conditions. There can be no assurances that the BlackRock/HPS Transaction will take place. However, the operation of BlackRock and the Advisor may nonetheless be adversely affected as a result of efforts expended pursuing the completion of the BlackRock/HPS Transaction.
IfOn July 1, 2025, BlackRock acquired 100% of the BlackRock/HPSbusiness Transactionand occurs,assets of HPS LLC will be owned by BlackRock.LCC. There is no guarantee that BlackRock will be able to successfully maintain and continue to build its business after the BlackRock/HPS Transaction or that BlackRock or the Advisor will be able to successfully optimize their business operations following the completion of the BlackRock/HPS Transaction. In particular, as with any business combination, BlackRock and the Advisor will be subject to substantial risks, including with respect to the long-term retention of key employees, the successful consolidation of corporate, technological and administrative infrastructures and the retention of existing business and operational relationships. It is possible that employees currently involved in the operation of the Advisor may not continue with the Advisor after the BlackRock/HPS Transaction and the operations and business relationships of BlackRock and the Advisor may be disrupted following the BlackRock/HPS Transaction. The integration of HPS LLC into BlackRock will be a complex, costly and time-consuming process and if BlackRock experiences difficulties in this process, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on BlackRock and the Advisor for an undetermined period. There can be no assurances that BlackRock or the Advisor will realize the potential operating efficiencies, synergies and other benefits currently anticipated from the BlackRock/HPS Transaction, and a failure to obtain such synergies may adversely affect the operations of BlackRock or the Advisor. Some of the challenges presented by the integration of the businesses are outside of BlackRock’s control, and any of them could result in delays, increased costs, decreases in the amount of potential synergies and diversion of management’s time and energy, which could materially affect BlackRock or the Advisor. In the event that the BlackRock/HPS Transaction has an adverse impact on the Advisor, including for the foregoing reasons, our operations and investment results may be adversely affected.
We may enter into hedging transactions, which could expose us to risks associated with such transactions. We may utilize instruments such as forward 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 under our debt arrangements from changes in market interest rates. Use of these hedging instruments may include counterparty credit risk. Utilizing such hedging instruments does not eliminate the possibility of fluctuations in the values of such positions and amounts due under our debt arrangements or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby 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 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 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 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 intended to regulate the OTC derivatives market by requiring many derivative transactions to be cleared and traded on an exchange, expanding entity registration requirements, imposing business conduct requirements on dealers and requiring banks to move some derivatives trading units to a non-guaranteed affiliate separate from the deposit-taking bank or divest them altogether. The CFTC has implemented mandatory clearing and exchange-trading of certain OTC derivatives contracts including many standardized interest rate swaps and credit default index swaps. The CFTC continues to approve contracts for central clearing. Exchange-trading and central clearing are expected to reduce counterparty credit risk by substituting the clearinghouse as the counterparty to a swap and increase liquidity, but exchange-trading and central clearing do not make swap transactions risk-free. Uncleared swaps, such as non-deliverable foreign currency forwards, are subject to certain margin requirements that mandate the posting and collection of minimum margin amounts. This requirement may result in the portfolio and its counterparties posting higher margin amounts for uncleared swaps than would otherwise be the case. Certain rules require centralized reporting of detailed information about many types of cleared and uncleared swaps. Reporting of swap data may result in greater market transparency, but may subject a portfolio to additional administrative burdens, and the safeguards established to protect trader anonymity may not function as expected. Future CFTC 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 our investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with 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, or may change availability of certain investments. Rule 18f-4 under the 1940 Act requires the Company to implement and comply with the Rule 18f-4 limits on the amount of derivatives the Company can enter into and treat derivatives as senior securities so that a failure to comply with the limits would result in a statutory violation and 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 comprehensive derivatives risk management program and appoint a derivatives risk manager.
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 a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that permit such company to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, this 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 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. Additionally, these companies may not be able to get a full tax deduction for such borrowings.
To qualify as a RIC under the Code, we generally must meet certain source-of-income, asset diversification and annual distribution requirements. The annual distribution requirement for a RIC will generally be satisfied if we distribute at least 90% of our ordinary income and net short-term capital gain in excess of net long-term capital loss, if any, to our shareholders. Since we use debt financing, we are subject to certain asset coverage ratio requirements and other financial covenants under the terms of our Credit Facility,Facilities, and we are, in some circumstances, also subject to similar requirements under the 1940 Act. The requirements could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we generally must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because we anticipate that most of our investments will be in private companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses.
Our business operations rely upon secure information technology systems for data processing, storage and reporting. Despite careful security and controls design, implementation and updating, our information technology systems could become subject to cyber-attacks.cyberattacks. Cyber-attacksCyberattacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacksCyberattacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Network, system, application and data breaches could result in operational disruptions or information misappropriation, which could have a material adverse effect on our business, results of operations and financial condition.
Cybersecurity failures or breaches by the Advisor, any sub-adviser(s) and other third-party service providers (including, but not limited to, accountants, custodians, transfer agents and administrators), and the issuers of securities in which we invest, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with our ability to calculate our net asset value, impediments to trading, the inability of our shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While we have established a business continuity plan in the event of, and risk management systems to prevent, such cyberattacks, such plans and systemssystems, could prove to be inadequate, and, if compromised, could become inoperable for extended periods of time, cease to function properly, fail to adequately secure private information or have other risks that have not been identified. Furthermore, we cannot control the cyber security plans and systems put in place by our third-party service providers and issuers in which we invest. We and our shareholders could be negatively impacted as a result.
The Advisor, an indirect subsidiary of BlackRock, is responsible for the overall management of the Company. The Advisor relies on BlackRock’s enterprise risk management framework for the Company’s cybersecurity risk management and strategy. Although BlackRock has implemented policies and controls and takes protective measures involving significant expense to prevent and address potential data breaches, inadvertent disclosures and sophisticated cyber-attackscyberattacks and cyber-related fraud, there can be no assurance that any of these measures proves fully effective. In addition, a successful cyber-attackcyberattack may persist for an extended period of time before being detected, and it may take a considerable amount of time for an investigation to be completed and the severity and potential impact to be known. Furthermore, the Company cannot control the cybersecurity plans and systems of its Service Providers. The Company and its shareholders could be negatively impacted as a result.
The occurrence of a disaster such as a cyber-attack,cyberattack, a pandemic, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be severely compromised.
We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems could be subject to cyber-attackscyberattacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, we may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss.
events arising from local or larger scale political or social matters, including terrorist acts; and cyber-attacks.cyberattacks.
Management's Discussion & Analysis (MD&A)
Largest changes
For the years ended December 31,see in full comparison2024,2025,20232024 and2022,2023, the change in net unrealized appreciation (depreciation) was$(127.8)$80.1 million, $(36.4127.8) million and $(79.436.4) million, respectively. The change in net unrealized appreciation for the year ended December 31, 2025 primarily reflects $64.5 million, $20.5 million and $6.9 million reversals of previously recognized unrealized losses from the restructuring of our investments in Razor, Khoros and InMoment, respectively, $25.6 million, $23.9 million, $23.2 million, $20.0 million, $9.1 million, $7.5 million and $6.9 million reversals of previously recognized unrealized losses from the disposition of our investments in Anacomp, Securus, Conergy, Astra, Homerenew Buyer, CIBT and McAfee, respectively, and a $10.4 million unrealized gain on our investment in Job and Talent, partially offset by a $33.3 million unrealized loss on our investment in Edmentum, a $20.4 million unrealized loss on our investment in Infinite (Razor), a $14.7 million unrealized loss on our investment in Alpine, a $12.7 million unrealized loss on our investment in Brook & Whittle, a $9.6 million unrealized loss on our investment in Pluralsight, a $8.5 million unrealized loss on our investment in AutoAlert, a $6.9 million unrealized loss on our investment in Fishbowl, and a $5.9 million unrealized loss on our investment in Hylan. The change in net unrealized depreciation of $(127.8) million for the year ended December 31, 2024 is net of $21.3 million in unrealized appreciation resulting from a reduction of the cost basis of investments acquired as a result of the Merger from allocation of the purchase discount paid by the Company. The change in net unrealized depreciation for the year ended December 31, 2024 primarily reflects a $63.7 million unrealized loss on our investment in Razor, a $21.9 million unrealized loss on our investment in Edmentum,ana $20.6 million unrealized loss on our investment in Seller-X, a $16.0 million unrealized loss on our investment in Lithium, a $12.0 million unrealized loss on our investment in Astra, andaan $11.4 million unrealized loss on our investment in Securus, partially offset by $17.1 million, $10.2 million, $6.3 million, and $5.5 million reversals of previous unrealized losses from the restructuring of our investments in Thras.io, Hylan, Perch and McAfee, respectively. The change in net unrealized appreciation (depreciation) for the year ended December 31, 2023 primarily reflects an $18.2 million unrealized 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, an $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 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, offset by a $36.2 million reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert.The change in net unrealized appreciation (depreciation) for the year ended December 31, 2022 primarily reflects $34.3 million in unrealized losses from Autoalert, $14.9 million reversal of previously recognized unrealized gains from the disposition of our investment in CORE Entertainment, $11.1 million of unrealized losses on 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 Street Capital, $13.9 million reversal of previously recognized unrealized losses from the restructuring of our investment in Fishbowl and $12.3 million reversal of previously recognized unrealized losses from the restructuring of our investment in Avanti.
Net realized gain (loss) for the years ended December 31,see in full comparison2024,2025,20232024 and20222023 was $(67.1278.1) million, $(31.667.1) million and $(18.231.6) million, respectively. Net realized loss for the year ended December 31, 2025 was comprised primarily of $72.6 million, $24.6 million, $22.5 million and $11.5 million in losses from the restructuring of our investments in Razor, Seller X, Khoros and InMoment, and $24.8 million, $24.5 million, $24.1 million, $23.4 million, $20.2 million, $9.3 million and $7.6 million in losses from the disposition of our investments in Anacomp, Securus, Homerenew Buyer, Conergy, Astra, McAfee and CIBT, respectively. Net realized losses for the year ended December 31, 2024 were comprised primarily of $24.1 million, $22.8 million, $12.6 million and $7.4 million in losses from the restructuring of our investments in Pluralsight, Thras.io, Hylan and McAfee, respectively. Net realized losses for the year ended December 31, 2023 were comprised primarily of a $30.7 million loss from reorganization of our investment in Autoalert.Net realized losses for the year ended December 31, 2022 were comprised primarily of a $13.8 million loss from reorganization of our investment in Fishbowl, a $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 Entertainment.
The weighted average effective yield of our debt portfolio based on fair value was 11.1% at December 31, 2025 and 12.4% at December 31,see in full comparison2024 and 14.1% at December 31, 2023,2024, excluding non-accrual and non-income producing loans. The weighted average effective yield of our total portfolio based on fair value was 10.2% at December 31, 2025 and 11.1% at December 31,20242024. At December 31, 2025, 94.2% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, CORRA, the Federal Funds Rate or the Prime Rate, and13.3%5.8% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 98.1% at December 31,2023.2025. Debt and preferred equity investments in fourteen portfolio companies were on non-accrual status as of December 31, 2025, representing 4.0% of the portfolio at fair value and 9.7% at cost. At December 31, 2024, 94.5% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 5.5% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 97.5% at December 31, 2024. Debt and preferred equity investments in twelve portfolio companies were on non-accrual status as of December 31, 2024, representing 5.6% of the portfolio at fair value and 14.4% at cost.At December 31, 2023, 95.6% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 4.4% bore interest at fixed 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 and preferred equity 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.
Total operating expenses for the years ended December 31,see in full comparison2024,2025, 2024 and 2023and 2022were$127.2$92.0 million,$102.5$127.2 million and$92.6$102.5 million, respectively, comprised of$72.2$66.1 million,$47.8$72.2 million and$39.4$47.8 million in interest expense and related fees,$24.5$21.8 million,$24.0$24.5 million and$26.3$24.0 million in base management fees,$19.2$3.7 million,$22.6$3.2 million and$18.8$2.2 million in professional fees, $1.9 million, $2.4 million and $1.5 million in administrative expenses, $0.0 million, $19.2 million and $22.6 million in incentive fee expense,$3.2and $5.8 million,$2.2$5.7 million and$1.8 million in professional fees, $2.4 million, $1.5 million and $1.8 million in administrative expenses and $5.7 million,$4.4million and $4.5million in other expenses,respectively.respectively, offset by $7.3 million, $0.0 million and $0.0 million in management fee waivers. The decrease in operating expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflects a decrease in incentive fee expense due to the Company not accruing incentive fees during the year ended December 31, 2025 as a result of the Company's cumulative total return not exceeding the total return hurdle, a decrease in interest expense due to lower SOFR rates during the year ended December 31, 2025 and as a result of lower debt outstanding, and a decrease in management fees due to the application of a management fee waiver during the year ended December 31, 2025. The increase in operating expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects an increase in interest expense as a result of the higher debt outstanding assumed as a result of the Merger and the issuance of the 2029 Notes during the year ended December 31, 2024.The increase in 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 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 2025 Notes consist of two tranches: $35.0 million aggregate principal amount with a fixed interest rate of 6.85% and $57.0 million aggregate principal amount bearing interest at a rate equal to SOFR plus 3.14%.”see in full comparison
Investment income totaledsee in full comparison$259.4$201.8 million,$209.3$259.4 million and$181.0$209.3 million, respectively, for the years ended December 31,2024,2025,20232024 and2022,2023, of which$251.4$194.0 million,$205.1$251.4 million and$172.8$205.1 million were attributable to interest and fees on our debt investments,$7.9$7.7 million,$3.8$7.9 million and$7.2$3.8 million to dividend income and $0.1 million,$0.4$0.1 million and$1.0$0.4 million to other income, respectively. Included in interest and fees on our debt investments were$16.5$6.0 million,$1.8$16.5 million and$8.3$1.8 million of non-recurring income related to prepayments and $1.1 million,$0.9$1.1 million and$0.5$0.9 million in amendment fees for the years ended December 31,2024,2025,20232024 and2022,2023, respectively. The decrease in investment income for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflects a decrease in portfolio size and a decrease in interest income due to lower SOFR rates during the year ended December 31, 2025. The increase in investment income for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects an increase in interest income due to additional investment income earned on investments acquired as a result of the Merger and higher SOFR rates during the year ended December 31, 2024.The increase in investment income for the year ended December 31, 2023 compared 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 dividend income and other income received during the year ended December 31, 2023.
Full comparison: every changed paragraph (34)
our ability to maintain our qualification as a RIC and as a BDC;
our ability to maintain our qualification as a RIC and as a BDC; and the ability to realize benefits anticipated by the Merger; and the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks.
The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle-market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, we may make equity investments directly. Certain investment operations are conducted through the Company’s wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”), TCPC Funding II, LLC ("“TCPC Funding II"”), TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”) and BCIC Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of SVCP (“Merger Sub”). SVCP was organized as a limited partnership and had elected to be regulated 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 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 SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the “Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment 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 BlackRock Capital Investment Advisors, LLC ("“BCIA"”), an indirect wholly owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. The SBIC was 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 (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.
Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), amounts outstanding under a senior secured revolving credit facility originally issued by BlackRock Capital Investment Corporation, a Delaware corporation ("“BCIC"”), and assumed by Merger Sub ("“Merger Sub Facility"), unsecured notes due December 2025 originally issued by BCIC and assumed by Merger Sub (the "2025 Notes"”), $325.0 million in senior unsecured notes issued by the Company maturing in 2026 (the “2026 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing in 2029 (the “2029 Notes”) and $141.5$111.2 million in committed leverage from the SBA (the “SBA Program”) and, together with the Operating Facility, Funding Facility II, Merger Sub Facility, the 2025 Notes, the 2026 Notes and the 2029 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on August 23, 2024, debt included $250.0 million in unsecured notes due August 2024 issued by the Company (the "“2024 Notes"”). Prior to being repaid on July 31, 2025, debt included $92.0 million in unsecured notes which were due December 2025 and originally issued by BCIC and assumed by Merger Sub (the “2025 Notes”).
On July 1, 2025, BlackRock, Inc. completed its previously announced acquisition of 100% of the business and assets of HPS Investment Partners (“HPS”), a leading global credit investment manager (the “BlackRock/HPS Transaction”). In connection with the BlackRock/HPS Transaction, certain senior personnel of HPS joined the Advisor’s investment committee for the Company’s portfolio as voting members.
As of December 31, 2025, 0.0% of our investments were categorized as Level 1, 0.0% were categorized as Level 2, 99.9% were categorized as Level 3 investments valued based on valuations by independent third-party sources, and 0.1% were categorized as Level 3 investments valued based on valuations by the Valuation Designee.
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 categorized as Level 3 investments valued based on valuations by independent third-party sources, and 0.1% were categorized as Level 3 investments valued based on valuations by the Valuation Designee.
During the year ended December 31, 2025, we invested approximately $276.1 million, comprised of new investments in 23 new and 16 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $259.4 million, or 94.0% of total acquisitions, were in senior secured loans. The remaining $16.7 million, or 6.0% of total acquisitions, was comprised of equity investments. Additionally, we received approximately $352.8 million in proceeds from sales or repayments of investments during the year ended December 31, 2025.
At December 31, 2025, our consolidated investment portfolio of $1,533.3 million (at fair value) consisted of 141 portfolio companies and was invested 92.5% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 88.6% in senior secured loans, 3.9% in senior secured notes, 0.0% in unsecured debt and 7.5% in equity investments. Our average portfolio company investment at fair value was approximately $10.9 million. Our largest portfolio company investment based on fair value was approximately 7.2% of our portfolio and our five largest portfolio company investments by value comprised approximately 23.1% of our portfolio at December 31, 2025.
During the year ended December 31, 2023, we invested approximately $226.1 million, comprised of new investments in 19 new and 9 existing portfolio 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 acquisitions, were in senior secured loans, $2.2 million, or 1.0% of total acquisitions, were in senior secured notes. The remaining $4.3 million, or 1.9% of total acquisitions, was comprised of equity investments. Additionally, we received approximately $218.7 million in proceeds from sales or repayments of investments during the year ended December 31, 2023.
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 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 and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company investment based on fair value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of our portfolio at December 31, 2023.
The weighted average effective yield of our debt portfolio based on fair value was 11.1% at December 31, 2025 and 12.4% at December 31, 2024 and 14.1% at December 31, 2023,2024, excluding non-accrual and non-income producing loans. The weighted average effective yield of our total portfolio based on fair value was 10.2% at December 31, 2025 and 11.1% at December 31, 20242024. At December 31, 2025, 94.2% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, CORRA, the Federal Funds Rate or the Prime Rate, and 13.3%5.8% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 98.1% at December 31, 2023.2025. Debt and preferred equity investments in fourteen portfolio companies were on non-accrual status as of December 31, 2025, representing 4.0% of the portfolio at fair value and 9.7% at cost. At December 31, 2024, 94.5% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 5.5% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 97.5% at December 31, 2024. Debt and preferred equity investments in twelve portfolio companies were on non-accrual status as of December 31, 2024, representing 5.6% of the portfolio at fair value and 14.4% at cost. At December 31, 2023, 95.6% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 4.4% bore interest at fixed 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 and preferred equity 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.
Investment income totaled $259.4$201.8 million, $209.3$259.4 million and $181.0$209.3 million, respectively, for the years ended December 31, 2024,2025, 20232024 and 2022,2023, of which $251.4$194.0 million, $205.1$251.4 million and $172.8$205.1 million were attributable to interest and fees on our debt investments, $7.9$7.7 million, $3.8$7.9 million and $7.2$3.8 million to dividend income and $0.1 million, $0.4$0.1 million and $1.0$0.4 million to other income, respectively. Included in interest and fees on our debt investments were $16.5$6.0 million, $1.8$16.5 million and $8.3$1.8 million of non-recurring income related to prepayments and $1.1 million, $0.9$1.1 million and $0.5$0.9 million in amendment fees for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The decrease in investment income for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflects a decrease in portfolio size and a decrease in interest income due to lower SOFR rates during the year ended December 31, 2025. The increase in investment income for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects an increase in interest income due to additional investment income earned on investments acquired as a result of the Merger and higher SOFR rates during the year ended December 31, 2024. The increase in investment income for the year ended December 31, 2023 compared 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 dividend income and other income received during the year ended December 31, 2023.
Total operating expenses for the years ended December 31, 2024,2025, 2024 and 2023 and 2022 were $127.2$92.0 million, $102.5$127.2 million and $92.6$102.5 million, respectively, comprised of $72.2$66.1 million, $47.8$72.2 million and $39.4$47.8 million in interest expense and related fees, $24.5$21.8 million, $24.0$24.5 million and $26.3$24.0 million in base management fees, $19.2$3.7 million, $22.6$3.2 million and $18.8$2.2 million in professional fees, $1.9 million, $2.4 million and $1.5 million in administrative expenses, $0.0 million, $19.2 million and $22.6 million in incentive fee expense, $3.2and $5.8 million, $2.2$5.7 million and $1.8 million in professional fees, $2.4 million, $1.5 million and $1.8 million in administrative expenses and $5.7 million, $4.4 million and $4.5 million in other expenses, respectively.respectively, offset by $7.3 million, $0.0 million and $0.0 million in management fee waivers. The decrease in operating expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflects a decrease in incentive fee expense due to the Company not accruing incentive fees during the year ended December 31, 2025 as a result of the Company's cumulative total return not exceeding the total return hurdle, a decrease in interest expense due to lower SOFR rates during the year ended December 31, 2025 and as a result of lower debt outstanding, and a decrease in management fees due to the application of a management fee waiver during the year ended December 31, 2025. The increase in operating expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects an increase in interest expense as a result of the higher debt outstanding assumed as a result of the Merger and the issuance of the 2029 Notes during the year ended December 31, 2024. The increase in 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 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.
Net investment income was $131.8$109.1 million, $106.6$131.8 million and $88.4$106.6 million, respectively, for the years ended December 31, 2024,2025, 20232024 and 2022.2023. The decrease in net investment income for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily reflects the decrease in total investment income, partially offset by the decrease in expenses during the year ended December 31, 2025. The increase in net investment income for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily reflects the increase in total investment income, partially offset by the increase in expenses during the year ended December 31, 2024. The 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 investment income, partially offset by the increase in expenses during the year ended December 31, 2023.
Net realized gain (loss) for the years ended December 31, 2024,2025, 20232024 and 20222023 was $(67.1278.1) million, $(31.667.1) million and $(18.231.6) million, respectively. Net realized loss for the year ended December 31, 2025 was comprised primarily of $72.6 million, $24.6 million, $22.5 million and $11.5 million in losses from the restructuring of our investments in Razor, Seller X, Khoros and InMoment, and $24.8 million, $24.5 million, $24.1 million, $23.4 million, $20.2 million, $9.3 million and $7.6 million in losses from the disposition of our investments in Anacomp, Securus, Homerenew Buyer, Conergy, Astra, McAfee and CIBT, respectively. Net realized losses for the year ended December 31, 2024 were comprised primarily of $24.1 million, $22.8 million, $12.6 million and $7.4 million in losses from the restructuring of our investments in Pluralsight, Thras.io, Hylan and McAfee, respectively. Net realized losses for the year ended December 31, 2023 were comprised primarily of a $30.7 million loss from reorganization of our investment in Autoalert. Net realized losses for the year ended December 31, 2022 were comprised primarily of a $13.8 million loss from reorganization of our investment in Fishbowl, a $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 Entertainment.
For the years ended December 31, 2024,2025, 20232024 and 2022,2023, the change in net unrealized appreciation (depreciation) was $(127.8)$80.1 million, $(36.4127.8) million and $(79.436.4) million, respectively. The change in net unrealized appreciation for the year ended December 31, 2025 primarily reflects $64.5 million, $20.5 million and $6.9 million reversals of previously recognized unrealized losses from the restructuring of our investments in Razor, Khoros and InMoment, respectively, $25.6 million, $23.9 million, $23.2 million, $20.0 million, $9.1 million, $7.5 million and $6.9 million reversals of previously recognized unrealized losses from the disposition of our investments in Anacomp, Securus, Conergy, Astra, Homerenew Buyer, CIBT and McAfee, respectively, and a $10.4 million unrealized gain on our investment in Job and Talent, partially offset by a $33.3 million unrealized loss on our investment in Edmentum, a $20.4 million unrealized loss on our investment in Infinite (Razor), a $14.7 million unrealized loss on our investment in Alpine, a $12.7 million unrealized loss on our investment in Brook & Whittle, a $9.6 million unrealized loss on our investment in Pluralsight, a $8.5 million unrealized loss on our investment in AutoAlert, a $6.9 million unrealized loss on our investment in Fishbowl, and a $5.9 million unrealized loss on our investment in Hylan. The change in net unrealized depreciation of $(127.8) million for the year ended December 31, 2024 is net of $21.3 million in unrealized appreciation resulting from a reduction of the cost basis of investments acquired as a result of the Merger from allocation of the purchase discount paid by the Company. The change in net unrealized depreciation for the year ended December 31, 2024 primarily reflects a $63.7 million unrealized loss on our investment in Razor, a $21.9 million unrealized loss on our investment in Edmentum, ana $20.6 million unrealized loss on our investment in Seller-X, a $16.0 million unrealized loss on our investment in Lithium, a $12.0 million unrealized loss on our investment in Astra, and aan $11.4 million unrealized loss on our investment in Securus, partially offset by $17.1 million, $10.2 million, $6.3 million, and $5.5 million reversals of previous unrealized losses from the restructuring of our investments in Thras.io, Hylan, Perch and McAfee, respectively. The change in net unrealized appreciation (depreciation) for the year ended December 31, 2023 primarily reflects an $18.2 million unrealized 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, an $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 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, offset by a $36.2 million reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert. The change in net unrealized appreciation (depreciation) for the year ended December 31, 2022 primarily reflects $34.3 million in unrealized losses from Autoalert, $14.9 million reversal of previously recognized unrealized gains from the disposition of our investment in CORE Entertainment, $11.1 million of unrealized losses on 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 Street Capital, $13.9 million reversal of previously recognized unrealized losses from the restructuring of our investment in Fishbowl and $12.3 million reversal of previously recognized unrealized losses from the restructuring of our investment in Avanti.
Incentive fees, included in operating expenses for the years ended December 31, 2024,2025, 2024 and 2023 and 2022 were $19.2$0.0 million, $22.6$19.2 million and $18.8$22.6 million.million, respectively. The decrease in incentive fee expense for the year ended December 31, 20242025 compared to the year ended December 31, 20232024 was primarily due to the Company not accruing incentive fees induring the three monthsyear ended December 31, 20242025 as a result of the Company's cumulative total return not exceeding the total return hurdle.
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 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 end as such amounts are known. For the year ended December 31, 2025, an excise tax expense of $0.7 million was recorded, based on the amount of tax-basis ordinary income for the years ended December 31, 2025 and 2024. For the year ended December 31, 2024, an excise tax expense of $0.5 million was recorded, based on the amount of tax-basis ordinary income for the years ended December 31, 2024 and 2023. For the year ended December 31, 2023, an excise tax expense of $0.2 million was recorded, based on the amount of tax-basis ordinary income for the years ended December 31, 2023 and 2022. No excise tax was incurred for the year ended December 31, 2022.
The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $(63.188.9) million, $38.5$(63.1) million and $(9.2)$38.5 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. The net decrease in net assets resulting from operations during the year ended December 31, 2025 was primarily due to the higher net realized and unrealized losses and lower net investment income compared to the year ended December 31, 2024. The net decrease in net assets resulting from operations during the year ended December 31, 2024 was primarily due to the higher net realized and unrealized losses, partially offset by higher net investment income compared to the year ended December 31, 2023. The higher net increase in net assets resulting from operations during the year 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 December 31, 2022.
The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the yearyears ended December 31, 2025 and 2024:
No shares were repurchased by the Company under the Company Repurchase plan for the year ended December 31, 2023.
As of December 31, 2024,2025, $113.0$140.0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.10%. $7.7$2.9 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%. $3.3 million of the outstanding amount bore interest at a rate of CORRA + 2.00% with a credit adjustment of 0.30%.
Subject to certain funding requirements and a SOFR credit adjustment of 0.15%.
The 2025 Notes consist of two tranches: $35.0 million aggregate principal amount with a fixed interest rate of 6.85% and $57.0 million aggregate principal amount bearing interest at a rate equal to SOFR plus 3.14%.
Net cash used by financing activities was $313.8$185.4 million during the year ended December 31, 2024,2025, consisting primarily of a $250.0 million repayment of the 2024 Notes, $249.7 million in net credit facility repayments, $122.5$95.2 million in dividends paid to common shareholdersshareholders, (including $7.3$92.0 million repayment of dividends declared by BCIC prior to the Merger2025 Notes, $3.0 million in repurchases of shares and paid to former BCIC shareholders out of cash and cash equivalents acquired), $8.4$1.4 million in payments of associated debt issuance costs and a $4.5 million repurchase of shares,costs, offset by $321.4$6.1 million in proceedsnet fromcredit thefacility issuance of the 2029 Notes.draws.
Unfavorable economic conditions, while potentially creating attractive opportunities for us, may decrease liquidity and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The Operating Facility, Funding Facility II, Merger Sub Facility, the 2025 Notes, the 2026 Notes and the 2029 Notes, mature in August 2029, AugustJuly 2027,2029, September 2028, December 2025, February 2026 and May 2029, respectively. Any inability to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our shareholders.
Dividends reinvested through purchase of shares in the open market.
No dividend reinvestment plan was effective for the year ended December 31, 2023.
From January 1, 2026 through February 26, 2026, the Company repurchased 233,541 shares pursuant to the Company Repurchase Plan at a weighted average price of $5.50, for a total cost of $1.3 million.
On February 25, 2025, the Advisor voluntarily agreed to waive one-third of its base management fee with respect to the Company for three calendar quarters beginning on January 1, 2025 and ending on September 30, 2025.
On February 27, 2025,2026, the Company’s Board of Directors declared a first quarter regular dividend of $0.25 per share and a special dividend of $0.04$0.17 per share, both payable on March 31, 20252026 to shareholders of record as of the close of business on March 17, 2025.2026.
On February 9, 2026, the 2026 Notes matured and the Company repaid $325 million of principal amount at par plus the accrued and unpaid interest.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended
December 31, 2025 (the “Annual Report”). In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in our Annual Report, which could materially affect our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“For the six months June 30, 2026 and 2025, the change in net unrealized appreciation (depreciation) was $(0.8) million and $52.4 million, respectively. …”see in full comparison
Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating Facilitysee in full comparison”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), amounts outstanding under a senior secured revolving credit facility originally issued by BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), and assumed by Merger Sub (“Merger Sub Facility”), $325.0 million in senior unsecured notes issued by the Company maturing in2026 (the “2026 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing in2029 (the “2029 Notes”) and$111.2notesmillionoffered incommitted leverage fromtheSBACLO Transaction (as defined below) that closed on May 27, 2026 ((the “SBASecuredProgramNotes”) and, together with the Operating Facility,Funding Facility II,Merger SubFacility, the 2026 NotesFacility and the 2029 Notes, the “Leverage Program”). Prior to beingrepaid on August 23, 2024, debt included $250.0 million in unsecured notes due August 2024 issued by the Company (the “2024 Notes”). Prior to being repaid on July 31, 2025,repaid, debt included $92.0 million in unsecured notes which were due December 2025 and originally issued by BCIC and assumed by Merger Sub (the “2025 Notes”).which were repaid on July 31, 2025, $325.0 million in unsecured notes due February 2026 (the “2026 Notes”) which were repaid on February 9, 2026, $100.0 million under a senior secured revolving credit facility (“Funding Facility II”) which was paid off on May 27, 2026 and $111.2 million in debentures guaranteed by the SBA (the “SBA Debentures”) which were paid off on June 17, 2026.
“Net realized gain (loss) on investments and foreign currency for the six months ended June 30, 2026 and 2025 was $(47.5) million and $(107.2) million, respectively. Net realized loss on investments and foreign currency for the six months ended June 30, 2026 was comprised primarily of $19.1 million, $11.5 million, $10.0 million, and $4.6 million in losses from the restructuring of our investments in Alpine, Fishbowl, AutoAlert, and Suited Connector, respectively, partially offset by a $2.4 million realized gain due to paydown activities at par in Thras.io. …”see in full comparison
For the three months endedsee in full comparisonMarchJune31,30, 2026 and 2025, the change in net unrealized appreciation (depreciation) was$(2.0)$1.3 million and$29.6$22.8 million, respectively. The change in net unrealizeddepreciationappreciation for the three months endedMarchJune31,30, 2026 primarily reflects an$11.1$8.0 million reversal of previously recognized unrealized losses from the exit of our investment in AutoAlert, a $3.3 million reversal of previously recognized unrealized losses related to paydown activities at par on our investment in Thras.io, a $2.9 million unrealizedlossgain on our investment in Job and Talent, partially offset by a$2.8$4.3 million unrealized loss on our investment in Pluralsight, a$2.5$3.3 million unrealized loss on our investment inBrook & Whittle,PVHC, and a$2.2$2.1 million unrealized loss on our investment inDomo,Zilliant.partiallyTheoffsetchangebyin$17.8net unrealized appreciation for the three months ended June 30, 2025 primarily reflects $23.1 million,$12.3$20.3 million, $9.5 million and$4.5$7.7 million reversals of previously recognized unrealized losses from the restructuring of our investments inAlpine,Khoros,FishbowlSellerX, Renovo andSuited Connector, respectively. The change in net unrealized appreciation for the three months ended March 31, 2025 primarily reflects $23.9 million, $7.5 million and $5.3 million reversals of previously recognized unrealized losses from the dispositions of our investments in Securus, CIBT and McAfee,InMoment, respectively,a $10.8 million unrealized gain on our investment in Job and Talent and a $5.3 million unrealized gain on our investment in AutoAlert,partially offset byana$8.0$9.6 million unrealized loss on our investment inRazor,AutoAlert, a$2.7 million unrealized loss on our investment in Gordon Brothers, a $2.3 million unrealized loss on our investment in Alpine, and a $2.3$5.9 million unrealized loss on our investment in Brook &Whittle.Whittle, a $4.7 million unrealized loss on our investment in 36th Street Capital, a $4.1 million unrealized loss on our investment in NEP Group, and a $4.1 million unrealized loss on our investment in Alpine.
“Investment income totaled $82.6 million and $107.4 million, respectively, for the six months ended June 30, 2026 and 2025, of which $79.0 million and $102.6 million were attributable to interest and fees on our debt investments, $3.6 million and $4.7 million to dividend income primarily from our investments in 36th Street and Ohio Transmission Corp., and $0.0 million and $0.1 million to other income, respectively. …”see in full comparison
“Total operating expenses for the six months ended June 30, 2026 and 2025 were $46.0 million and $47.6 million, respectively, comprised of $31.0 million and $34.2 million in interest expense and related fees, $8.9 million and $10.9 million in base management fees, $2.2 million and $1.8 million in professional fees, $0.9 million and $1.2 million in administrative expenses, and $3.0 million and $3.1 million in other expenses, respectively, offset by $0.0 million and $3.6 million in management fee waivers. …”see in full comparison
Full comparison: every changed paragraph (47)
The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle-market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, we may make equity investments directly. Certain investment operations are conducted through the Company’s wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”), TCPC Funding II, LLC (“TCPC Funding II”), TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”) and, BCIC Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of SVCP (“Merger Sub”), BlackRock DLF-C 2026, LLC, a Delaware limited liability company and wholly-owned subsidiary of SVCP (“CLO Retention Holder”), and BlackRock DLF 2026-C CLO, LLC, a Delaware limited liability company and wholly-owned subsidiary of CLO Retention Holder (“CLO Issuer”). SVCP was organized as a limited partnership and had elected to be regulated 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 the registration of its common limited partner interests under Section 12(g) of the Exchange Act and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the “Administrator”) of the Company. The managing member of SVOF/MM is the Advisor, which serves as the investment 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 BlackRock Capital Investment Advisors, LLC (“BCIA”), an indirect subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. The SBIC was 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 (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.
Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), amounts outstanding under a senior secured revolving credit facility originally issued by BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), and assumed by Merger Sub (“Merger Sub Facility”), $325.0 million in senior unsecured notes issued by the Company maturing in 2026 (the “2026 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing in 2029 (the “2029 Notes”) and $111.2notes millionoffered in committed leverage from the SBACLO Transaction (as defined below) that closed on May 27, 2026 ((the “SBASecured ProgramNotes”) and, together with the Operating Facility, Funding Facility II, Merger Sub Facility, the 2026 NotesFacility and the 2029 Notes, the “Leverage Program”). Prior to being repaid on August 23, 2024, debt included $250.0 million in unsecured notes due August 2024 issued by the Company (the “2024 Notes”). Prior to being repaid on July 31, 2025,repaid, debt included $92.0 million in unsecured notes which were due December 2025 and originally issued by BCIC and assumed by Merger Sub (the “2025 Notes”). which were repaid on July 31, 2025, $325.0 million in unsecured notes due February 2026 (the “2026 Notes”) which were repaid on February 9, 2026, $100.0 million under a senior secured revolving credit facility (“Funding Facility II”) which was paid off on May 27, 2026 and $111.2 million in debentures guaranteed by the SBA (the “SBA Debentures”) which were paid off on June 17, 2026.
On May 27, 2026, the Company completed a collateralized loan obligation transaction involving approximately $535.8 million of debt and equity interests secured by a portfolio of middle-market loans through the CLO Issuer (“CLO Transaction”). In connection with the CLO Transaction, the CLO Issuer issued multiple classes of senior secured floating rate notes maturing in 2034. The Company, through the CLO Retention Holder, has retained all interests in the CLO Issuer.
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 “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market 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. We are also permitted to make certain 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 MarchJune 31,30, 2026, 82.5%83.3% of our total assets were invested in qualifying assets.
As of MarchJune 31,30, 2026, 0.0% of our investments were categorized as Level 1, 0.0%0.2% were categorized as Level 2, 99.9%99.7% were categorized as Level 3 investments valued based on valuations by independent third-party sources, and 0.1% were categorized as Level 3 investments valued based on valuations by the Valuation Designee.
During the three months ended MarchJune 31,30, 2026, we invested approximately $22.5$25.0 million, comprised of new investments in 61 new and 21 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $18.0$24.5 million, or 80.1%98.0% of total acquisitions, were in senior secured loans. The remaining $4.5$0.5 million, or 19.9%2.0% of total acquisitions, was comprised of equity investments. Additionally, we received approximately $135.3$111.6 million in proceeds from sales or repayments of investments during the three months ended MarchJune 31,30, 2026.
During the three months ended MarchJune 31,30, 2025, we invested approximately $66.0$111.5 million, comprised of new investments in 211 new and 92 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $60.5$102.2 million, or 91.7%91.6% of total acquisitions, were in senior secured loans. The remaining $5.5$9.3 million, or 8.3%8.4% of total acquisitions, was comprised of equity investments. Additionally, we received approximately $84.9$47.9 million in proceeds from sales or repayments of investments during the three months ended MarchJune 31,30, 2025.
During the six months ended June 30, 2026, we invested approximately $47.5 million, comprised of new investments in 7 new and 3 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $42.5 million, or 89.5% of total acquisitions, were in senior secured loans. The remaining $5.0 million, or 10.5% of total acquisitions, was comprised of equity investments. Additionally, we received approximately $247.0 million in proceeds from sales or repayments of investments during the six months ended June 30, 2026.
During the six months ended June 30, 2025, we invested approximately $177.5 million, comprised of new investments in 13 new and 11 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $162.6 million, or 91.6% of total acquisitions, were in senior secured loans. The remaining $14.9 million, or 8.4% of total acquisitions, was comprised of equity investments. Additionally, we received approximately $132.6 million in proceeds from sales or repayments of investments during the six months ended June 30, 2025.
At MarchJune 31,30, 2026, our consolidated investment portfolio of $1,388.7$1,290.5 million (at fair value) consisted of 139134 portfolio companies and was invested 91.8%91.5% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 87.5%86.8% in senior secured loans, 4.3%4.6% in senior secured notes, 0.0%0.1% in unsecured debt and 8.2%8.5% in equity investments. Our average portfolio company investment at fair value was approximately $10.0$9.6 million. Our largest portfolio company investment based on fair value was approximately 8.3%8.9% of our portfolio and our five largest portfolio company investments based on fair value comprised approximately 24.9%27.6% of our portfolio at MarchJune 31,30, 2026.
The industry composition of our portfolio at fair value at MarchJune 31,30, 2026 was as follows:
The weighted average effective yield of our debt portfolio based on fair value was 10.9%11.2% at MarchJune 31,30, 2026 and 11.1% at December 31, 2025, excluding non-accrual and non-income producing loans. The weighted average effective yield of our total portfolio based on fair value was 10.1%10.5% at MarchJune 31,30, 2026 and 10.2% at December 31, 2025. At MarchJune 31,30, 2026, 94.4%93.9% of debt investments in our portfolio bore interest based on floating rates, such as the Secured Overnight Financing Rate (“SOFR”), Euro Interbank Offered Rate (“EURIBOR”), Canadian Overnight Repo Rate Average (“CORRA”), the Federal Funds Rate or the Prime Rate, and 5.6%6.1% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 97.6%94.8% at MarchJune 31,30, 2026. Debt and preferred equity investments in thirteen portfolio companies were on non-accrual status as of MarchJune 31,30, 2026, representing 2.8%1.6% of the portfolio at fair value and 7.6%7.4% at cost. At December 31, 2025, 94.2% of debt investments in our portfolio bore interest based on floating rates, such as SOFR, EURIBOR, CORRA, the Federal Funds Rate or the Prime Rate, and 5.8% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 98.1% at December 31, 2025. Debt and preferred equity investments in fourteen portfolio companies were on non-accrual status as of December 31, 2025, representing 4.0% of the portfolio at fair value and 9.7% at cost.
Investment income totaled $42.6$40.0 million and $55.9$51.5 million, respectively, for the three months ended MarchJune 31,30, 2026 and 2025, of which $41.2$37.8 million and $52.6$50.1 million were attributable to interest and fees on our debt investments, $1.4$2.2 million and $3.3$1.4 million to dividend income primarily from our investments in 36th Street and Ohio Transmission Corp., and $0.0 million and $0.0 million to other income, respectively. Included in interest and fees on our debt investments were $2.4$0.8 million and $2.4$0.5 million of non-recurring income related to prepayments and $0.4$2.9 million and $0.2$0.9 million in amendment fees for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decrease in investment income for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 primarily reflects a decrease in portfolio size and a decrease in interest income due to lower SOFR rates during the three months ended MarchJune 31,30, 2026.
Investment income totaled $82.6 million and $107.4 million, respectively, for the six months ended June 30, 2026 and 2025, of which $79.0 million and $102.6 million were attributable to interest and fees on our debt investments, $3.6 million and $4.7 million to dividend income primarily from our investments in 36th Street and Ohio Transmission Corp., and $0.0 million and $0.1 million to other income, respectively. Included in interest and fees on our debt investments were $3.1 million and $2.9 million of non-recurring income related to prepayments and $3.3 million and $1.1 million in amendment fees for the six months ended June 30, 2026 and 2025, respectively. The decrease in investment income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily reflects a decrease in portfolio size and a decrease in interest income due to lower SOFR rates during the six months ended June 30, 2026.
Total operating expenses for the three months ended MarchJune 31,30, 2026 and 2025 were $24.1$21.9 million and $23.7$23.9 million, respectively, comprised of $16.0$15.0 million and $17.1 million in interest expense and related fees, $4.7$4.2 million and $5.5 million in base management fees, $1.5$0.8 million and $0.9 million in professional fees, $0.5$0.4 million and $0.6$0.5 million in administrative expenses, $0.0and $1.5 million and $0.0 million in incentive fee expense, and $1.4 million and $1.4$1.7 million in other expenses, respectively, offset by $0.0 million and $1.8 million in management fee waivers. The increasedecrease in operating expenses for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 primarily reflects a decrease in interest expense as a result of lower debt outstanding and due to lower SOFR rates, partially offset by an increase in net management fees due to the Company not accruing a management fee waiver during the three months ended MarchJune 31, 2026 and an increase in professional fees, partially offset by a decrease in interest expense as a result of lower debt outstanding and due to lower SOFR rates during the three months ended March 31,30, 2026.
Total operating expenses for the six months ended June 30, 2026 and 2025 were $46.0 million and $47.6 million, respectively, comprised of $31.0 million and $34.2 million in interest expense and related fees, $8.9 million and $10.9 million in base management fees, $2.2 million and $1.8 million in professional fees, $0.9 million and $1.2 million in administrative expenses, and $3.0 million and $3.1 million in other expenses, respectively, offset by $0.0 million and $3.6 million in management fee waivers. The decrease in operating expenses for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily reflects a decrease in interest expense as a result of lower debt outstanding and due to lower SOFR rates, partially offset by an increase in net management fees due to the Company not accruing a management fee waiver during the six months ended June 30, 2026.
Net investment income was $18.5$18.1 million and $32.2$27.6 million, respectively, for the three months ended MarchJune 31,30, 2026 and 2025. The decrease in net investment income for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 primarily reflects the decrease in total investment incomeincome, andpartially increaseoffset by a decrease in expenses during the three months ended MarchJune 31,30, 2026.
Net investment income was $36.6 million and $59.8 million, respectively, for the six months ended June 30, 2026 and 2025. The decrease in net investment income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily reflects the decrease in total investment income, partially offset by a decrease in expenses during the six months ended June 30, 2026.
Net realized gain (loss) on investments and foreign currency for the three months ended MarchJune 31,30, 2026 and 2025 was $(32.714.8) million and $(40.966.3) million, respectively. Net realized loss on investments and foreign currency for the three months ended June 30, 2026 was comprised primarily of $10.0 million in losses from the exit of our investment in AutoAlert, partially offset by a $2.4 million realized gain due to paydown activities at par in Thras.io. Net realized loss for the three months ended MarchJune 31,30, 20262025 was comprised primarily of $19.1$23.8 million, $11.5$22.5 million, $11.1 million, and $4.6$10.7 million in losses from the restructuring of our investments in Alpine,SellerX, Fishbowl,Khoros, InMoment, and Suited Connector,Renovo, respectively.
Net realized gain (loss) on investments and foreign currency for the six months ended June 30, 2026 and 2025 was $(47.5) million and $(107.2) million, respectively. Net realized loss on investments and foreign currency for the six months ended June 30, 2026 was comprised primarily of $19.1 million, $11.5 million, $10.0 million, and $4.6 million in losses from the restructuring of our investments in Alpine, Fishbowl, AutoAlert, and Suited Connector, respectively, partially offset by a $2.4 million realized gain due to paydown activities at par in Thras.io. Net realized loss for the six months ended June 30, 2025 was comprised primarily of a $24.5 million loss from the disposition of our investment in Securus and $23.8 million, $22.5 million, $11.5 million, and $10.7 million in losses from the restructuring of our investments in SellerX, Khoros, InMoment, and Renovo, respectively.
For the three months ended MarchJune 31,30, 2026 and 2025, the change in net unrealized appreciation (depreciation) was $(2.0)$1.3 million and $29.6$22.8 million, respectively. The change in net unrealized depreciationappreciation for the three months ended MarchJune 31,30, 2026 primarily reflects an $11.1$8.0 million reversal of previously recognized unrealized losses from the exit of our investment in AutoAlert, a $3.3 million reversal of previously recognized unrealized losses related to paydown activities at par on our investment in Thras.io, a $2.9 million unrealized lossgain on our investment in Job and Talent, partially offset by a $2.8$4.3 million unrealized loss on our investment in Pluralsight, a $2.5$3.3 million unrealized loss on our investment in Brook & Whittle,PVHC, and a $2.2$2.1 million unrealized loss on our investment in Domo,Zilliant. partiallyThe offsetchange byin $17.8net unrealized appreciation for the three months ended June 30, 2025 primarily reflects $23.1 million, $12.3$20.3 million, $9.5 million and $4.5$7.7 million reversals of previously recognized unrealized losses from the restructuring of our investments in Alpine,Khoros, FishbowlSellerX, Renovo and Suited Connector, respectively. The change in net unrealized appreciation for the three months ended March 31, 2025 primarily reflects $23.9 million, $7.5 million and $5.3 million reversals of previously recognized unrealized losses from the dispositions of our investments in Securus, CIBT and McAfee,InMoment, respectively, a $10.8 million unrealized gain on our investment in Job and Talent and a $5.3 million unrealized gain on our investment in AutoAlert, partially offset by ana $8.0$9.6 million unrealized loss on our investment in Razor,AutoAlert, a $2.7 million unrealized loss on our investment in Gordon Brothers, a $2.3 million unrealized loss on our investment in Alpine, and a $2.3$5.9 million unrealized loss on our investment in Brook & Whittle.Whittle, a $4.7 million unrealized loss on our investment in 36th Street Capital, a $4.1 million unrealized loss on our investment in NEP Group, and a $4.1 million unrealized loss on our investment in Alpine.
For the six months June 30, 2026 and 2025, the change in net unrealized appreciation (depreciation) was $(0.8) million and $52.4 million, respectively. The change in net unrealized depreciation for the six months ended June 30, 2026 primarily reflects an $8.2 million unrealized loss on our investment in Job and Talent, a $7.1 million unrealized loss on our investment in Pluralsight, a $3.7 million unrealized loss on our investment in PVHC, and a $2.6 million unrealized loss on our investment in Zilliant, partially offset by $17.2 million, $12.3 million, $8.1 million, and $4.5 million reversals of previously recognized unrealized losses from the restructuring of our investments in Alpine, Fishbowl, AutoAlert and Suited Connector, respectively. The change in net unrealized appreciation for the six months ended June 30, 2025 primarily reflects a $23.9 million reversal of previously recognized unrealized loss from the disposition of our investment in Securus, $21.7 million, $18.8 million and $8.7 million reversals of previously recognized unrealized losses from the restructuring of our investments in Khoros, SellerX and Renovo, respectively, and a $10.5 million unrealized gain on our investment in Job and Talent, partially offset by a $10.2 million unrealized loss on our investment in Razor, an $8.1 million unrealized loss on our investment in Brook & Whittle, a $6.4 million unrealized loss on our investment in Alpine, and a $5.0 million unrealized loss on our investment in NEP Group.
No incentive fees were accrued for three and six months ended June 30, 2026 and 2025 as a result of the Company's cumulative total return not exceeding the total return hurdle.
Incentive fees, included in operating expenses for the three months ended March 31, 2026 and 2025 were $0.0 million and $0.0 million, respectively. There was no change in incentive fee expense for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to the Company not accruing incentive fees for the three months ended March 31, 2026 and March 31, 2025 as a result of the Company's cumulative total return not exceeding the total return hurdle.
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 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 end as such amounts are known. No excise tax was incurred for the threesix months ended MarchJune 31,30, 2026.
The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $(16.3)$1.7 million and $20.9$(15.9) million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The decreaseincrease in net assets resulting from operations during the three months ended MarchJune 31,30, 2026 was primarily due to higherlower net investment income, partially offset by lower net realized and unrealized losses and lowerthe net$2.9 investmentmillion incomerealized loss on extinguishment of debt compared to the three months ended MarchJune 31,30, 2025. Realized loss on extinguishment of debt reflects the write-off of unamortized deferred debt issuance costs, unpaid contractual interest expenses, and legal fees associated with the terminations of Funding Facility II and the SBA Debentures.
The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $(14.6) million and $5.0 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in net assets resulting from operations during the six months ended June 30, 2026 was primarily due to lower net investment income and the $2.9 million realized loss on extinguishment of debt, partially offset by lower net realized and unrealized losses compared to the six months ended June 30, 2025. Realized loss on extinguishment of debt reflects the write-off of unamortized deferred debt issuance costs, unpaid contractual interest expenses, and legal fees associated with the terminations of Funding Facility II and the SBA Debentures.
On February 27, 2024, the Board of Directors approved a new dividend reinvestment plan (the “DRIP”) for the Company. The DRIP was effective as of March 18, 2024, and will apply to the reinvestment of cash distributions with a record date after March 18, 2024. Under the DRIP, shareholders will automatically receive cash dividends and distributions unless they “opt in” to the DRIP and elect to have their dividends and distributions reinvested in additional shares of the Company’s common stock. Notwithstanding the foregoing, the former shareholders of BCIC that participated in the BCIC dividend reinvestment plan at the time of the Merger have been automatically enrolled in the Company’s DRIP and will have their shares reinvested in additional shares of the Company’s common stock on future distributions, unless they “opt out” of the DRIP. For the threesix months ended MarchJune 31,30, 2026, approximately $0.4$1.0 million of cash distributions were reinvested for electing Participants through purchase of shares in the open market in accordance with the terms of the DRIP.
The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the threesix months ended MarchJune 31,30, 2026 and 2025:
Total leverage outstanding and available under the combined Leverage Program at MarchJune 31,30, 2026 were as follows:
Except for the 2029 Notes,Notes and Secured Notes Class C, all carrying values are the same as the principal amounts outstanding.
As of MarchJune 31,30, 2026, $220.0$128.0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.10%. $2.9 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%. $4.0$3.9 million of the outstanding amount bore interest at a rate of CORRA + 2.00% with a credit adjustment of 0.30% 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 lender and other customary conditions.
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 lender and other customary conditions.
Secured Notes offered in the CLO Transaction that closed May 27, 2026.
Weighted-average interest rate, excluding fees of 0.35% or 0.36%.
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 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 by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier shareholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the shareholders 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 securities was reduced from 200% to 150%. As of MarchJune 31,30, 2026, the Company’s asset coverage ratio was 168.3%.160.3%.
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 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 borrow up to $107.2 million more than it would otherwise be able to absent the receipt of this exemptive relief. On June 17, 2026, the Company paid off all the outstanding principal amount plus the accrued and unpaid interest thereon on the SBA Debentures.
Net cash provided by operating activities during the threesix months ended MarchJune 31,30, 2026 was $159.1$255.4 million, consisting primarily of the settlement of dispositions of investments (net of acquisitions) of $141.9$233.4 million and $17.2$22.0 million in net investment income (net of non-cash income and expenses).
Net cash used by financing activities was $126.9$159.0 million during the threesix months ended MarchJune 31,30, 2026, consisting primarily of $325.0 million in repayment of 2026 Notes, $14.3$205.2 million in net credit facility paydowns, $28.6 million in dividends paid to common shareholdersshareholders, and $2.3$2.9 million in repurchases of sharesshares, and $2.7 million in payments of debt issuance costs, partially offset by $214.7$405.4 million in netproceeds creditfrom facilityissuance draws.of Secured Notes.
At MarchJune 31,30, 2026, we had $93.3$157.5 million in cash and cash equivalents.
The Operating Facility, Funding Facility II and Merger Sub Facility (in the aggregate) are secured by substantially all of the assets in our portfolio, including cash and cash equivalents, and are subject to compliance with customary affirmative and negative covenants, including the maintenance of a minimum stockholders’ equity, the maintenance of a ratio of not less than 150% of total assets (less total liabilities other than indebtedness) to total indebtedness, and restrictions on certain payments and issuance of debt. Unfavorable economic conditions may result in a decrease in the value of our investments, which would affect both the asset coverage ratios and the value of the collateral securing the Operating Facility, Funding Facility II and Merger Sub Facility, and may therefore impact our ability to borrow under the Operating Facility, Funding Facility II and Merger Sub Facility. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At MarchJune 31,30, 2026, we were in compliance with all financial and operational covenants required by the Leverage Program.
Unfavorable economic conditions, while potentially creating attractive opportunities for us, may decrease liquidity and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The Operating Facility, Funding Facility II, Merger Sub Facility, the 2029 Notes and the 2029Secured Notes, mature in August 2029, July 2029, September 2028, May 2029 and MayJuly 2029,2034, respectively. Any inability to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our shareholders.
The following tables summarize dividends declared for the threesix months ended MarchJune 31,30, 2026 and 2025:
See “Note 9 – Subsequent Events” to the consolidated financial statements for a summary of recent developments.
On April 29, 2026, the Company’s Board of Directors re-approved the Company Repurchase Plan to acquire up to $50.0 million in the aggregate of the Company's common stock at prices at certain thresholds below the Company's net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the 1934 Act, to be in effect through the earlier of April 30, 2027, unless further extended or terminated by the Company's Board of Directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.
From April 1, 2026 through May 7, 2026, the Company repurchased 156,370 shares pursuant to the Company Repurchase Plan at a weighted average price of $3.78, for a total cost of $0.6 million.
On May 7, 2026, the Company’s Board of Directors declared a second quarter dividend of $0.17 per share, payable on June 30, 2026 to shareholders of record as of the close of business on June 16, 2026.
TCPC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding TCPC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 332,397 | $1.1M | 0.0% | Reduced 52% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 66,631 | $240.5K | — | Sold out |
| Millennium Management (Israel Englander) | 2026-06-30 | 43,200 | $145.2K | 0.0% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 40,743 | $136.9K | 0.0% | New position |