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TCPC on Nasdaq

BlackRock TCP Capital Corp.

BlackRock TCP Capital Corp. is a corporation registered in the United States, active since 2006.2 It is headquartered in Santa Monica, United States.2 Its shares trade on Nasdaq under the symbol TCPC.2

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Last updated Oct 21, 2026.

Overview

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  • TickerTCPC on Nasdaq2
  • HeadquartersSanta Monica, United States2
  • Incorporated inDE3
  • Business address2951 28Th Street, Suite 1000, Santa Monica, Ca 904053
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation2
  • LEI549300JU1XG1HF56J9892
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER, 1209 ORANGE ST, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 41797682

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“Company,” "we," "us" and "our" refer to Special Value Continuation Fund, LLC, a Delaware limited liability company, for the periods prior to the consummation of the Conversion described elsewhere in this report and to BlackRock TCP Capital Corp., formerly known as TCP Capital Corp., for the periods after the consummation of the Conversion;5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income6789-$88.9M in 2025
-$100.0M0$100.0M$200.0M2020: $71.4M$71.4M20202021: $133.8M$133.8M2021+87%2022: -$9.2M-$9.2M20222023: $38.5M$38.5M20232024: -$63.1M-$63.1M20242025: -$88.9M-$88.9M2025+41%

Every line of the income statement as filed: the last 5 fiscal years, latest first.9

Period ending2025-12-312024-12-312023-12-312022-12-312021-12-31
Total investment income$201.8M$259.4M$209.3M
Interest and other debt expenses$66.1M$72.2M$47.8M
Management fees$21.8M$24.5M$24.0M
Professional fees$3.7M$3.2M$2.2M
Administrative expenses$1.9M$2.4M$1.5M
Insurance expense$860.9K$783.6K$558.0K
Director fees$755.0K$821.2K$936.8K
Custody fees$364.3K$380.6K$365.1K
Incentive fees$0$19.2M$22.6M
Other operating expenses$3.8M$3.6M$2.5M
Total operating expenses, before management fee waiver$99.2M$127.2M$102.5M
Management fee waiver (Note 3)-$7.3M$0$0
Total operating expenses, after management fee waiver$92.0M$127.2M$102.5M
Net investment income before taxes$109.8M$132.3M$106.8M
Excise tax expense$683.4K$522.6K$247.3K
Net investment income$109.1M$131.8M$106.6M
Net realized gain (loss)-$278.1M-$67.1M-$31.6M
Net realized and unrealized gain (loss)-$198.1M-$194.9M-$68.1M
Net increase (decrease) in net assets resulting from operations-$88.9M-$63.1M$38.5M
Net increase (decrease) in net assets resulting from operations-$88.9M-$63.1M$38.5M
Basic earnings (loss) per share-$1.05-$0.79$0.67
Diluted earnings (loss) per share-$1.05-$0.79$0.67
Basic weighted average common shares outstanding85.0M shares79.7M shares57.8M shares57.8M shares57.8M shares
Diluted weighted average common shares outstanding85.0M shares79.7M shares57.8M shares
Net change in unrealized appreciation (depreciation)$80.1M-$127.8M-$36.4M

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Corporate structure

BlackRock TCP Capital Corp. sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of BlackRock TCP Capital Corp.

  • BlackRock TCP Capital Corp. Santa Monica, California, United States
    • BCIC Merger Sub, LLC Subsidiary · Delaware, United States
    • Special Value Continuation Partners LLC Subsidiary · Delaware, United States
    • TCPC Funding I, LLC Subsidiary · Delaware, United States
    • TCPC Funding II, LLC Subsidiary · Delaware, United States
    • TCPC SBIC, LP Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BlackRock TCP Capital Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$61.1M9 Dec 31, 2025$91.6M9 Dec 31, 2024−33.3%

Properties, in its own words

We do not own any real estate or other physical properties materially important to our operation. Our executive offices are located at 2951 28th Street Suite 1000, Santa Monica, CA 90405, and are provided by the Advisor in accordance with the terms of the Administration Agreement. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

Item 2 of the 10-K filed Feb 27, 2026.5

Leadership

Who has led BlackRock TCP Capital Corp., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Howard Levkowitz2006–2020
  2. Rajneesh Vig2021–2024
  3. Philip M. Tseng2025–now

Chair

  1. Howard Levkowitz2015
  2. Rajneesh Vig2024

President

  1. Rajneesh Vig2012–2018
  2. Philip M. Tseng2024
  3. Jason Mehring2024–now

Chief financial officer

  1. Paul L. Davis2012–2020
  2. Erik L. Cuellar2021–now

Chief operating officer

  1. Pedro Martin Urrutia2009
  2. Todd Gerch2012
  3. Rajneesh Vig2014–2020
  4. Philip M. Tseng2021
  5. Nik Singhal2024
  6. Jason Mehring2024
  7. Patrick Wolfe2024–now
2010201520202025
Board members and other officers (21)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • BCIC Merger Sub, LLC Delaware4
  • Special Value Continuation Partners LLC Delaware4
  • TCPC Funding I, LLC Delaware4
  • TCPC Funding II, LLC Delaware4
  • TCPC SBIC, LP Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • TCP Capital Corp.May 26, 2011 to Jun 20, 20183
  • Special Value Continuation Fund, LLCAug 1, 2006 to Apr 2, 20123

Timeline

  1. Sep 25, 20268-K Executive or director change48
  2. Sep 4, 20268-K Executive or director change; Other events49
  3. Aug 6, 20268-K Entered a material agreement; Completed an acquisition or sale; Results of operations50
  4. Jun 1, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation51
  5. May 27, 20268-K Shareholder vote52
  6. May 7, 20268-K Results of operations; Regulation FD disclosure53
  7. Feb 27, 20268-K Results of operations; Regulation FD disclosure54
  8. Jan 23, 20268-K Other events55
  9. Nov 6, 20258-K Results of operations; Regulation FD disclosure56
  10. Aug 7, 20258-K Results of operations; Regulation FD disclosure57
  11. Aug 1, 20258-K Entered a material agreement; Executive or director change58
  12. Jul 16, 20258-K Executive or director change59
  13. Mar 21, 2025New chief executive Philip M. Tseng becomes CEO12
  14. Dec 1, 2021New chief executive Rajneesh Vig becomes CEO13
  15. Aug 11, 2006New chief executive Howard Levkowitz becomes CEO14
  16. Jul 17, 2006Founded BlackRock TCP Capital Corp. is founded2

Calendar

Coming up

  1. Nov 5, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $0.32 a share, on Nov 6, 2025.60

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results50
  2. May 7, 2026Reported quarterly or annual results53
  3. Feb 27, 2026Reported quarterly or annual results54
  4. Nov 6, 2025Reported quarterly or annual results56
  5. Aug 7, 2025Reported quarterly or annual results57
  6. May 8, 2025Reported quarterly or annual results61
  7. Feb 27, 2025Reported quarterly or annual results62
  8. Feb 27, 2025Reported quarterly or annual results63

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

211 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 62 major events, 43 insider forms, 1 large holders, 83 other. The latest 20:

  1. Oct 15, 202640-17G EDGAR
  2. Oct 14, 2026SCHEDULE 13D EDGAR
  3. Sep 25, 20268-K EDGAR
  4. Sep 4, 20268-K EDGAR
  5. Aug 28, 202640-33 EDGAR
  6. Aug 7, 202640-33 EDGAR
  7. Aug 6, 20268-K EDGAR
  8. Aug 6, 202610-Q EDGAR
  9. Jun 1, 20268-K EDGAR
  10. May 29, 202640-33 EDGAR
  11. May 27, 20268-K EDGAR
  12. May 7, 2026IRANNOTICE EDGAR
  13. May 7, 20268-K EDGAR
  14. May 7, 202610-Q EDGAR
  15. Apr 30, 2026DEFA14A EDGAR
  16. Apr 9, 2026ARS EDGAR
  17. Apr 9, 2026DEF 14A EDGAR
  18. Apr 9, 202640-33 EDGAR
  19. Mar 17, 20264 EDGAR
  20. Mar 10, 20264 EDGAR

The 211 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

25 open-market trades by officers, directors and large owners since October 2021: 25 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 13, 2026Wolfe PatrickChief Operating OfficerBuy8,925$3.65$32.6KForm 4
Mar 10, 2026Worrell August DanielCo-Chief Investment OfficerBuy40,000$3.75$150.0KForm 4
Mar 6, 2026Cuellar Erik L.CFOBuy1,750$3.86$6.8KForm 4
Mar 6, 2026Worrell August DanielCo-Chief Investment OfficerBuy40,000$3.89$155.6KForm 4
Mar 6, 2026Mehring JasonPresidentBuy6,500$3.86$25.1KForm 4
May 13, 2025Leets Karen LDirectorBuy3,300$7.55$24.9KForm 4
Mar 21, 2025Tseng Philip MDirector and CEOBuy10,000$7.74$77.4KForm 4
Mar 14, 2025Wolfe PatrickChief Operating OfficerBuy6,100$8.12$49.5KForm 4
Mar 12, 2025Mehring JasonPresidentBuy2,400$8.13$19.5KForm 4
Mar 11, 2025Worrell August DanielCo-Chief Investment OfficerBuy10,000$8.06$80.6KForm 4
Nov 27, 2024Mehring JasonPresidentBuy4,500$9.30$41.9KForm 4
Nov 26, 2024Worrell August DanielCo-Chief Investment OfficerBuy15,000$9.10$136.5KForm 4
Sep 10, 2024Tseng Philip MDirector and CEOBuy10,000$9.10$91.0KForm 4
Sep 6, 2024Tseng Philip MDirector and CEOBuy5,000$9.07$45.4KForm 4
Sep 3, 2024DRAUT ERIC JOHNDirectorBuy1,900$9.15$17.4KForm 4
Aug 30, 2024DRAUT ERIC JOHNDirectorBuy100$9.09$909Form 4
Aug 29, 2024Vig RajneeshCEO and Chairman of the BoardBuy25,000$9.09$227.2KForm 4
Jun 7, 2024Petro AndreaDirectorBuy5,000$11.49$57.5KForm 4
Jun 6, 2024Leets Karen LDirectorBuy4,380$11.49$50.3KForm 4
May 28, 2024DRAUT ERIC JOHNDirectorBuy1,000$10.89$10.9KForm 4

All 25 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Next Capital Management LLC3,130,285$10.5M2.8%+80,738
UBS Group AG2,617,445$8.8M0.0%+408,718
Invesco Ltd.2,375,549$8.0M0.0%No change
Van Eck Associates Corp2,096,604$7.0M0.0%+829,757
Victory Capital Management Inc1,350,343$4.5M0.0%+511,920
Ares Management LLC1,054,771$3.5M0.2%+509,802
Transcend Capital Advisors, LLC899,089$3.0M0.2%−397,464
Morgan Stanley807,365$2.7M0.0%+47,643
Callodine Capital Management, LP702,234$2.4M0.2%+324,508
Legal & General Group Plc669,081$2.2M0.0%+3,417
Barings LLC591,808$2.0M0.0%+26,817
BlackRock, Inc.458,399$1.5M0.0%+5,000
Bank Of America Corp /de/398,785$1.3M0.0%+277,993
Two Sigma Investments, LP332,397$1.1M0.0%−358,553
GatePass Capital, LLC283,070$951.1K0.4%+5,850
Sumitomo Mitsui Trust Group, Inc.279,505$939.1K0.0%No change
Muzinich & Co., Inc.279,505$939.1K0.3%No change
Alpine Global Management, LLC263,710$886.1K0.1%New
Virtus Investment Advisers, LLC258,829$869.7K0.2%+11,514
Loomis Sayles & Co L P245,000$823.2K0.0%No change
Royal Bank Of Canada163,199$548.0K0.0%+156,355
Romano Brothers And Company100,645$338.2K0.0%+20,000
LPL Financial LLC89,861$301.9K0.0%−24,111
United Advisor Group, LLC89,738$301.5K0.0%+211
Ethos Financial Group, LLC89,644$301.2K0.0%−877

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How BlackRock TCP Capital Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBlackRock TCP Capital Corp.1
  • CIK0001370755
  • Employer ID (EIN)56-25947065
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Business address2951 28Th Street, Suite 1000, Santa Monica, CA 904051
  • Phone310-566-10001
  • Shares outstanding83,902,775 as of Aug 6, 202611
  • Public float$654.8M as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, Los Angeles, California PCAOB ID 34; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceAug 1, 20061
  • Filings840 in all: 8-K (151), 4 (118), 3 (60), 10-Q (43), 497AD (41), DEFA14A (39), CORRESP (34), 497 (30)1
    All 65 form types

    40-17G (22), 40-APP/A (22), SC 13G/A (22), POS EX (20), 425 (19), PRE 14A (17), DEF 14A (16), 10-K (14), N-2/A (13), N-30B-2 (11), N-Q (11), SC 13G (11), EFFECT (10), N-2 (9), 40-APP (8), 424B2 (6), FWP (6), N-CSR (6), NSAR-B (6), POS 8C (6), N-CSRS (5), N-PX (5), NSAR-A (5), 40-33 (4), 424B3 (4), UPLOAD (4), 3/A (3), N-6F/A (3), 10-K/A (2), 10-Q/A (2), 8-K/A (2), DEFR14A (2), IRANNOTICE (2), N-14 8C/A (2), REGDEX (2), 4/A (1), 424B5 (1), 8-A12B (1), APP NTC (1), APP ORDR (1), ARS (1), D (1), N-14 8C (1), N-23C-2 (1), N-23C-2/A (1), N-2ASR (1), N-54A (1), N-6F (1), N-8A (1), N-8F (1), N-8F NTC (1), N-8F ORDR (1), N-8F/A (1), SC 13D (1), SC 13D/A (1), SCHEDULE 13D (1), TH (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 9, 2026
    Latest 8-K (8-K) Sep 25, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareTCPCNASDAQ Global Select Market

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks BlackRock TCP Capital Corp. names in Item 1A of its 10-K filed Feb 27, 2026: 76 risks under these headings, as written.5

  • Risks Related to Our Business
  • Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial condition and earnings.
  • Economic recessions or downturns could impair our portfolio companies and harm our operating results.
  • We are subject to risks related to inflation.
  • Capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital markets in the U.S. and abroad, which may have a negative impact on our business and operations.
  • The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations.
  • Price declines and illiquidity in the corporate debt markets have adversely affected, and may in the future adversely affect, the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.
  • Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings.
  • Tariffs may adversely affect us or our portfolio companies.
  • Changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial condition and results of operations.
  • We are subject to risks associated with artificial intelligence and machine learning technology.
  • We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been affiliated.
The other 65 risks
  • We are not managed by BlackRock, but rather one of its subsidiaries and may not replicate the success of that entity or BlackRock.
  • Our business model depends upon the development and maintenance of strong referral relationships with other asset managers and investment banking firms.
  • The Advisor’s liability is limited under the investment management agreement, and we are required to indemnify the Advisor against certain liabilities, which may lead the Advisor to act in a riskier manner on our behalf than it would when acting for its own account.
  • We may suffer credit losses.
  • Our use of borrowed funds, including under the Leverage Program, to make investments exposes us to risks typically associated with leverage.
  • 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 under the Operating Facility, Funding Facility II and the Merger Sub Facility (collectively, the “Credit Facilities”), thereby materially and adversely affecting our liquidity, financial condition and results of operations.
  • The Funding Facility II matures on July 31, 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.
  • The creditors under the Credit Facilities have a first claim on all of the Company’s assets included in the collateral for the respective facilities.
  • Lenders under the Operating Facility may have a veto power over the Company’s investment policies.
  • The SBIC may be unable to make distributions to us that will enable us to meet or maintain RIC status, which could result in the imposition of an entity-level tax.
  • The SBIC is subject to SBA regulations, and any failure to comply with SBA regulations could have an adverse effect on our operations.
  • SBA regulations limit the outstanding dollar amount of SBA-guaranteed debentures that may be issued by an SBIC or group of SBICs under common control.
  • The disposition of our investments may result in contingent liabilities.
  • Incurring additional indebtedness could increase the risk in investing in shares of our common stock.
  • The lack of liquidity in our investments may adversely affect our business.
  • A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be uncertainty regarding the value of our portfolio investments.
  • Our use of borrowed funds to make investments exposes us to risks typically associated with leverage.
  • A portion of our distributions to shareholders may include a return of shareholder capital.
  • We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
  • To the extent OID and PIK interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.
  • Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution.
  • We may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.
  • Our Advisor and its affiliates and employees may have certain conflicts of interest.
  • Our incentive compensation may induce our Advisor to make certain investments, including speculative investments.
  • We may be obligated to pay the Advisor incentive compensation payments in excess of the amounts we would have paid if such compensation was subject to clawback arrangements.
  • Our Advisor’s liability is limited under the investment management agreement, and we are required to indemnify our Advisor against certain liabilities, which may lead our Advisor to act in a riskier manner on our behalf than it would when acting for its own account.
  • We are dependent upon senior management personnel of the Advisor for our future success; if the Advisor is unable to retain qualified personnel or if the Advisor loses any member of its senior management team, our ability to achieve our investment objective could be significantly harmed.
  • The Advisor can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
  • We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or losses and the risks of investing in us in the same manner as our borrowings.
  • We may experience fluctuations in our periodic operating results.
  • If we fail to maintain our status as a BDC, our business and operating flexibility could be significantly reduced.
  • Because we intend to distribute substantially all of our income to our shareholders to maintain our status as a RIC, under the Code we will continue to need additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired.
  • The highly competitive market in which we operate may limit our investment opportunities.
  • Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or shareholder approval, the effect of which may be adverse.
  • BlackRock Acquisition of HPS.
  • Risks Related to Our Investments
  • Our investments are risky and highly speculative, and we could lose all or part of our investment.
  • A trading market or market value of our debt securities may fluctuate.
  • We may expose ourselves to risks if we engage in hedging transactions.
  • We are subject to credit risk related to investments in our portfolio companies and with our financial institutions and counterparties.
  • Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which could adversely affect the determination of our net asset value.
  • We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies.
  • We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
  • Our portfolio companies may incur debt that ranks equally in right of payment with, or senior to, our investments in such companies.
  • There may be circumstances in which our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
  • Our portfolio companies may be highly leveraged.
  • Our portfolio companies may prepay loans, which prepayment may reduce stated yields in the future if capital returned cannot be invested in transactions with equal or greater expected yields.
  • Concentration of our assets in an issuer, industry or sector may present more risks than if we were more broadly diversified over numerous issuers, industries and sectors of the economy.
  • Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
  • Our investments in the software, internet software & services, and IT services and internet & catalog retail sectors are subject to various risks, including intellectual property infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain industry related credit risks.
  • Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation.
  • Our investments in non-U.S. portfolio companies and securities may involve significant risks in addition to the risks inherent in U.S. investments.
  • The effect of global climate change may impact the operations of our portfolio companies.
  • We may invest in “covenant-lite” loans, which could have limited investor protections, and expose us to different and increased risks.
  • Risks Related to Our Operations as a BDC
  • While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, the Advisor may face conflicts of interests and investments made pursuant to the exemptive order conditions could in certain circumstances adversely affect the price paid or received by us or the availability or size of the position purchased or sold by us.
  • Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a material adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of attractive investment opportunities and to achieve our investment objective.
  • Changes in the laws or regulations governing our business or the business of our portfolio companies, or changes in the interpretations thereof or newly enacted legislation and regulations, and any failure by us or our portfolio companies to comply with these laws or regulations, could have a material adverse effect on our business, results of operations or financial condition of us or our portfolio companies.
  • If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in certain assets or could be required to dispose of certain assets, which could have a material adverse effect on our business, financial condition and results of operations.
  • We will be subject to corporate-level U.S. federal income tax on all of our income if we are unable to qualify as a RIC under the Code, which could have a material adverse effect on our financial performance.
  • There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.
  • If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.
  • We may experience cybersecurity incidents and are subject to cybersecurity risks.
  • We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders.
  • The failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively.
  • We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividends.
  • Risks Related to Our Common Stock and Other Securities
  • Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to raise additional equity capital.

Legal proceedings

From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company approximately $15.1 million, plus interest, additional amounts from the other defendants, and attorneys’ fees and costs from all defendants. The Company, the affiliated funds and the Advisor intend to vigorously defend against these claims. On November 6, 2023, the Company, the affiliated funds, and the Advisor, and certain other defendants filed motions to dismiss the lawsuit, which was fully briefed on February 12, 2024 and was argued in court on March 6, 2024. On November 8, 2024, the court issued a decision, granting in part and denying in part the motion to dismiss. As a result, on December 6, 2024, the plaintiffs filed an amended complaint containing substantially similar allegations but without the claims dismissed by the court. On January 23, 2025, the Company, the Advisor and the funds managed by it, along with other defendants, filed a motion to dismiss one of the counts in the amended complaint, which was granted on September 11, 2025.

The opening of Item 3, Legal Proceedings.5

Sources

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