BlackRock TCP Capital Corp. 8-K

What Happened
On May 27, 2026, BlackRock TCP Capital Corp., through an indirect wholly‑owned subsidiary, completed a $535,780,000 collateralized loan obligation (CLO) securitization. The issuer, BlackRock DLF 2026-C CLO, LLC, sold secured floating‑rate notes and issued $102.78M of LLC interests. The CLO is backed by a diversified portfolio of middle‑market loans originated or held by subsidiaries of the company. Scotia Capital (USA) Inc. served as placement agent and Computershare Trust Company, N.A. is trustee under the Indenture. Tennenbaum Capital Partners, LLC is the CLO’s investment manager and will not earn a management fee for managing the Issuer’s loan portfolio.

Key Details

• Total transaction size: $535,780,000 (Notes + LLC Interests). Notes = $433.0M; LLC Interests = $102.78M.
• Note classes and spreads: Class A-1 $270.6M (SOFR + 1.55%); Class A-2 $54.1M (SOFR + 1.80%); Class B $54.1M (SOFR + 2.15%); Class C $27.1M (SOFR + 2.70%); Class D $27.1M (SOFR + 4.75%).
• Maturity and optional redemptions: Notes mature July 25, 2034. A‑class redeemable after May 27, 2028; B/C/D redeemable after May 27, 2027 (at manager’s direction).
• Retention and use of proceeds: BlackRock DLF‑C 2026, LLC (retention holder) retained 100% of LLC Interests and all Class C and Class D notes to satisfy regulatory retention rules. Proceeds were used to purchase the collateral loans and to prepay/terminate an existing Loan & Servicing Agreement and to repay $54.0M under the BCIC credit facility and $83.0M under the SVCP credit facility.

Why It Matters
This filing reports a material financing transaction that transfers specified loans into a new CLO structure while the company retains the most subordinated economic interests (LLC interests and certain notes) to meet U.S. and EU/UK retention rules. The transaction generated cash used to terminate an earlier loan and to repay two subsidiary credit facilities, reducing those outstanding borrowings. The issued Notes are secured obligations under an Indenture and were not registered under the Securities Act (sold under exemptions). Investors should note the company remains exposed to subordinated risk in the CLO through its retained tranches, while the securitization provides a large, structured source of financing for the identified loan portfolio.