TCP CAPITAL CORP. (NASDAQ:TCPC) Files An 8-K Submission of Matters to a Vote of Security Holders

TCP CAPITAL CORP. (NASDAQ:TCPC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

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At 9:00 a.m. (Pacific Time) on June 19, 2018, TCP Capital Corp. ("TCPC") and Special Value Continuation Partners, LP ("SVCP," and together with TCPC, the "Companies"), held a Joint Meeting for TCPC's 2018 Annual Meeting of Stockholders and for SVCP's Special Meeting of Limited Partners at Double Tree Suites, 1707 Fourth Street, Santa Monica, California 90401-3310 (the "Joint Meeting"). At the Joint Meeting, TCPC's common stockholders voted on four proposals, all of which were approved, and SVCP's limited partners voted on two proposals which were both approved. The proposals are described in detail in the Companies' definitive joint proxy statement (the "Joint Proxy Statement") for the Joint Meeting as filed with the Securities and Exchange Commission on May 9, 2018. As of April 20, 2018, the record date, TCPC had 58,836,149 common shares outstanding, which included 404,294 shares owned by affiliates, and SVCP had $1,288,902,795 of limited partner interests outstanding (based on the most recent net asset valuation approved by the Board of Directors of SVCP). Each share of TCPC common stock is entitled to one vote and holders of limited partner interests of SVCP are entitled to one vote for each 0.01% of limited partner interests owned. TCPC owns 50% of the limited partner interests in SVCP. However, TCPC "passes-through" its votes from its common stockholders and votes all of its interests in SVCP in the same proportion and manner as such stockholders vote their shares of TCPC common stock. The final voting results from the Joint Meeting were as follows:

Proposal 1. TCPC's stockholders re-elected seven directors to the Board of Directors of TCPC. Each of Kathleen A. Corbet, Eric J. Draut, M. Freddie Reiss, Peter E. Schwab, Brian F. Wruble, Howard M. Levkowitz, and Rajneesh Vig will serve until the later of the date of the 2019 Annual Meeting of Stockholders of the Company or until his or her successor is elected and qualifies, or until his or her earlier death, resignation, retirement or removal. The seven directors were re-elected to the voting results set forth below:

Name

For

Withheld

Broker Non-Votes

Kathleen A. Corbet

34,806,381.034

423,840

Eric J. Draut

34,807,605.034

422,616

M. Freddie Reiss

30,382,359.034

4,847,862

Peter E. Schwab

34,790,847.034

439,374

Brian F. Wruble

34,789,740.034

440,481

Howard M. Levkowitz

34,742,388.034

487,833

Rajneesh Vig

33,873,280.034

1,356,941

Proposal 2(a). TCPC's stockholders approved a proposal to authorize a new investment management agreement between TCPC and Tennenbaum Capital Partners, LLC (the "Advisor") to permit the Advisor to serve as investment advisor to TCPC on substantially the same terms as the existing agreement following the completion of the Advisor's merger with and into a wholly-owned subsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc., with the Advisor being the surviving entity after the merger (the "Transaction"), which agreement will take effect only upon the closing of the Transaction. The closing of the Transaction is subject to certain conditions. Once all conditions have been satisfied and the Transaction is closed, a current report on Form 8-K will be filed to announce the closing. Prior to closing of the Transaction, the Advisor will continue to manage TCPC to its existing investment management agreement. The vote on the proposal was as follows:

For

Against

Abstained

Broker Non-Votes

34,162,877.034

587,641

479,703

Proposal 2(b). The limited partners of SVCP, including the stockholders of TCPC voting on a pass-through basis, approved a proposal to authorize a new investment management agreement between SVCP and the Advisor to permit the Advisor to serve as investment advisor to SVCP on substantially the same terms as the existing agreement following the completion of the Transaction, which agreement will take effect only upon the closing of the Transaction. The closing of the Transaction is subject to certain conditions. Once all conditions have been satisfied and the Transaction is closed, a current report on Form 8-K will be filed to announce the closing. Prior to closing of the Transaction, the Advisor will continue to manage SVCP to its existing investment management agreement. The voting instructions of stockholders of TCPC for this proposal were "passed-through" and TCPC voted all its interests in SVCP in the same proportion and manner as such stockholders gave instructions. The vote on the proposal was as follows:

For

Against

Abstained

Broker Non-Votes

34,149,928.034

588,625

491,668

Proposal 3. The limited partners of SVCP, including the stockholders of TCPC voting on a pass-through basis, approved a proposal to authorize the Board of Directors of SVCP to simplify TCPC's structure by withdrawing SVCP's election to be regulated as a business development company under the Investment Company Act of 1940. Withdrawal of SVCP’s election to be regulated as a business development company is subject to regulatory approval by the Securities and Exchange Commission. The voting instructions of stockholders of TCPC for this proposal were "passed-through" and TCPC voted all its interests in SVCP in the same proportion and manner as such stockholders gave instructions. The vote on the proposal was as follows:

For

Against

Abstained

Broker Non-Votes

34,117,325.034

667,734

445,162

Proposal 4. TCPC's stockholders renewed TCPC's authorization, with the approval of its Board of Directors, to sell shares of TCPC's common stock at a price or prices below its then current net asset value per share in one or more offerings (for up to the next 12 months) subject to certain limitations described in detail in the Joint Proxy Statement (including, without limitation, that the number of shares sold on any given date does not exceed 25% of TCPC's then outstanding common stock immediately prior to such sale). The vote on the proposal was as follows:

For

Against

Abstained

Broker Non-Votes

31,209,419.034

3,584,346

436,456

The vote on the proposal, adjusted for 404,294 affiliated shares, was as follows:

For

Against

Abstained

Broker Non-Votes

30,805,125.034

3,584,346

436,456


About TCP CAPITAL CORP. (NASDAQ:TCPC)

TCP Capital Corp. is a closed-end, non-diversified management investment company. The Company’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. The Company invests in debt securities of middle-market companies. The Company holds interests in Special Value Continuation Partners, LP. The Company receives contractual interest payments on debt investments and originations, and equity appreciation through options, warrants, conversion rights or direct equity investments. The Company has various types of investment assets, such as equity, senior secured debt, and mezzanine/junior. Its portfolio includes its investments in various industries, such as software publishing; computer systems design and related services; business support services; insurance carriers; radio and television broadcasting; air transportation, and hospitals. Its investment advisor is Tennenbaum Capital Partners, LLC.

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