BlackRock Capital Investment Corporation (NASDAQ:BKCC) Files An 8-K Other Events
Item8.01. Other Events.
On June13, 2017, in connection with the previously announced
public offering, BlackRock Capital Investment Corporation (BCIC,
Company, we or our) issued $143.75million in aggregate principal
amount ($125 million of the initial offering and $18.75 million
of the underwriters exercise of the overallotment option) of
5.00% Convertible Notes due 2022 (the Notes) under an indenture,
dated as of June13, 2017 (the Base Indenture), between the
Company and Wilmington Trust, National Association, as trustee
(the Trustee), as supplemented by a supplemental indenture, dated
as of June13, 2017 (the Supplemental Indenture), establishing the
form and terms of the Notes.
The Notes will mature on June15, 2022, unless previously
converted, repurchased or redeemed in accordance with their
terms. The Notes will be general unsecured obligations of BCIC,
will rank equally in right of payment with BCICs existing and
future senior unsecured debt (including, but not limited to, as
of March31, 2017, approximately $115.0million aggregate principal
amount of indebtedness under BCICs 5.50% Convertible Senior Notes
due 2018), will rank senior in right of payment to any potential
subordinated debt, should any be issued in the future and will be
effectively subordinated to our existing and future secured
indebtedness (including, but not limited to, as of March31, 2017,
approximately $225.0million aggregate principal amount of our
indebtedness under our Credit Facility, approximately
$15.0million aggregate principal amount of our indebtedness under
our term loan and approximately $17.0million aggregate principal
amount of our indebtedness under our 6.60% Senior Secured Notes
due 2018 to the extent of the value of the assets securing such
indebtedness and structurally subordinated to any existing and
future liabilities and other indebtedness of our subsidiaries).
The interest rate on the Notes is 5.00%per year, payable
semiannually in arrears on June15 and December15 of each year,
commencing on December15, 2017. As described in the Supplemental
Indenture, holders may convert their Notes at their option prior
to the close of business on the business day immediately
preceding December15, 2021, in integral multiples of $1,000
principal amount, only under the following circumstances:
(i)during any calendar quarter commencing after the calendar
quarter ending on September30, 2017 (and only during such
calendar quarter), if the last reported sale price of the common
stock for at least 20 trading days (whether or not consecutive)
during a period of 30 consecutive trading days ending on the last
trading day of the immediately preceding calendar quarter is
greater than or equal to 130% of the conversion price on each
applicable trading day; (ii)during the five business day period
after any five consecutive trading day measurement period in
which the trading price (as defined in the Supplemental
Indenture) per $1,000 principal amount of Notes for each trading
day of such measurement period was less than 98% of the product
of the last reported sale price of our common stock and the
conversion rate on each such trading day; (iii)upon the
occurrence of specified corporate events; or (iv)if we have
provided a notice of redemption to holders. On or after
December15, 2021 holders may convert their Notes at any time
prior to the close of business on the scheduled trading day
immediately preceding the maturity date irrespective of the
foregoing conditions. If the Notes are converted after
December23, 2021 (but prior to the next record date) in
connection with such Notes being called for redemption, the
holder of such converted Notes will also be entitled to a
make-whole premium (as defined in the Supplemental Indenture).
Upon conversion of a Note, we will pay or deliver, as the case
may be, cash, shares of our common stock or a combination of cash
and shares of our common stock, at our election. If we satisfy
our conversion obligation in solely cash or through payment and
delivery, as the case may be, of a combination of cash and shares
of our common stock, the amount of cash and shares of our common
stock, if any, due upon conversion will be based on a daily
conversion value calculated on a proportionate basis for each
trading day in a 20 trading day observation period.
No holder of Notes will be entitled to receive shares of our
common stock upon conversion to the extent (but only to the
extent) that following such receipt such converting holder would
be, directly or indirectly, a beneficial owner (within the
meaning of Section13(d) of the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder) of more
than 5.0% of the shares of our common stock outstanding at such
time (the limitation). Any purported delivery of shares of our
common stock upon conversion of Notes shall be void and have no
effect to the extent (but only to the extent) that such delivery
would result in the converting holder becoming the beneficial
owner of more than the limitation. If any delivery of shares of
our common stock owed to a holder upon conversion of Notes is not
made, in whole or in part, as a result of the limitation, our
obligation to make such delivery shall not be extinguished and we
shall deliver such shares as promptly as practicable after any
such converting holder gives notice to us that following such
delivery such converting holder would not be the beneficial owner
of more than 5.0% of the shares of common stock outstanding at
such time. The limitation shall no longer apply following the
effective date of any fundamental change (as defined in the
Supplemental Indenture).
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Subject to certain exceptions, holders may require the Company to
repurchase, for cash, all or part of their Notes upon a
fundamental change at a price equal to 50% of the principal
amount of the Notes being repurchased plus any accrued and unpaid
interest up to, but excluding, the fundamental change repurchase
date (as defined in the Supplemental Indenture).
On or after December23, 2021, the Company may redeem the Notes
for cash, in whole or from time to time in part, at its option at
a redemption price equal to the sum of (i)50% of the principal
amount of the Notes to be redeemed, (ii)accrued and unpaid
interest to, but excluding, the redemption date and (iii)the
make-whole premium.
The Supplemental Indenture contains certain events of default,
the occurrence of which may lead to the Notes becoming due and
payable immediately. The events of default contained in the
Supplemental Indenture include, without limitation, the
following: (1)default in any payment of interest on any Note when
due and payable and the default continues for a period of 30
days; (2)default in the payment of principal of any Note when due
and payable at its stated maturity, upon any required repurchase,
upon declaration of acceleration, upon redemption or otherwise;
(3)our failure to comply with our obligation to convert the Notes
in accordance with the Indenture upon exercise of a holders
conversion right, and such default is not cured within 5 business
days; (4)our failure to give a fundamental change notice (as
defined in the Supplemental Indenture) and such failure is not
cured within 10 days after the due date for such notice; (5)our
failure to give notice of a specified corporate transaction (as
described in the Supplemental Indenture) when due; (6)our failure
for 60 consecutive days after written notice from the Trustee or
the holders of at least 25% in principal amount of the Notes then
outstanding has been received to comply with any of our other
agreements contained in the Notes or Supplemental Indenture;
(7)default by us or any of our significant subsidiaries, (as
defined in the Supplemental Indenture), with respect to any
mortgage, agreement or other instrument under which there may be
outstanding, or by which there may be secured or evidenced, any
indebtedness for money borrowed in excess of $50million in the
aggregate of us and/or any such subsidiary, whether such
indebtedness now exists or shall hereafter be created
(i)resulting in such indebtedness becoming or being declared due
and payable or (ii) constituting a failure to pay the principal
or interest of any such debt when due and payable at its stated
maturity, upon required repurchase, upon declaration of
acceleration or otherwise; (8)our failure to comply with the
obligation set forth under Section18(a)(1)(A) as modified by
Section61(a)(1) of the Investment Company Act of 1940; (9) (a) we
or any of our significant subsidiaries, file for bankruptcy or
(b)certain events of bankruptcy, insolvency, or reorganization of
us or any of our significant subsidiaries, occur and remain
undischarged or unstayed for a period of 60 days; or (10)a final
judgment for the payment of $50million or more (excluding any
amounts covered by insurance) rendered against us or any of our
significant subsidiaries, which judgment is not discharged or
stayed within 60 days after (i)the date on which the right to
appeal thereof has expired if no such appeal has commenced, or
(ii)the date on which all rights to appeal have been
extinguished.
The foregoing summary of the Supplemental Indenture and the Notes
set forth above does not purport to be complete and is subject
to, and is qualified in its entirety by reference to the full
text of the Supplemental Indenture (which is attached as Exhibit
4.2 hereto) and the full text of the Base Indenture (which is
attached as Exhibit 4.1 hereto).
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Item9.01. Financial Statements and Exhibits
(d) Exhibits
| 1.1 |
Underwriting Agreement, dated June7, 2017, by and among BlackRock Capital Investment Corporation, BlackRock Advisors, LLC, Morgan Stanley Co. LLC and Merrill Lynch, Pierce, Fenner Smith Incorporated |
|
| 4.1 |
Base Indenture, dated as of June13, 2017, by and between BlackRock Capital Investment Corporation and Wilmington Trust, National Association, as Trustee |
|
| 4.2 |
Supplemental Indenture, dated as of June13, 2017, by and between BlackRock Capital Investment Corporation and Wilmington Trust, National Association, as Trustee |
|
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher Flom LLP | |
| 23.1 |
Consent of Skadden, Arps, Slate, Meagher Flom LLP (contained in the opinion filed as Exhibit 5.1) |
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About BlackRock Capital Investment Corporation (NASDAQ:BKCC)
BlackRock Capital Investment Corporation, formerly BlackRock Kelso Capital Corporation, is an externally-managed, non-diversified, closed-end management investment company. The Company’s investment objective is to generate both current income and capital appreciation through its debt and equity investments. The Company provides middle-market companies with a range of financing solutions, including senior and junior secured, unsecured and subordinated debt securities and loans, and equity securities. The Company invests in middle-market companies with annual revenues typically between $50 million and $1 billion and targets investments throughout the capital structure. Its targeted investment typically ranges between $10 million and $50 million. The Company generally seeks to invest in companies that operate in a range of industries and that generate positive cash flows. The Company’s investment advisor is BlackRock Advisors, LLC.