BlackRock Kelso Capital Corporation
BlackRock Kelso Capital — BlackRock Capital Investment — Merger or Acquisition (September 2023)
14 slides from BlackRock Kelso Capital's merger presentation, Sep 6, 2023
Slide 1: Merger of BlackRock TCP Capital Corp. and BlackRock Capital Investment Corp.
Merger of BlackRock TCP Capital Corp. (“TCPC”) (Nasdaq: TCPC) and BlackRock Capital Investment Corp. (“BCIC”) (Nasdaq: BKCC)September 2023
Slide 2: Legal Disclaimer
Legal Disclaimer This presentation (the “Presentation”) is preliminary in nature and solely for information and discussion purposes and must not be relied upon for any other purpose. This Presentation includes the slides that follow, the oral presentation of the slides by members of TCPC, BCIC, Blac
Slide 3: Legal Disclaimer
Legal Disclaimer No Offer or Solicitation This Presentation is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this Presentation is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an o
Slide 4: Benefits to Shareholders of a Proposed Merger
Benefits to Shareholders of a Proposed Merger Enhanced Scale The combined company will have enhanced scale, including a larger asset base which may lead to improved trading dynamics, including a wider investor base and additional liquidity Accretive to NII Expected to drive NII accretion through red
Slide 5: Additional Transaction Benefits Agreed to by the Advisor
Additional Transaction Benefits Agreed to by the Advisor NII Coverage A waiver of all or a portion of advisory fees to the extent the adjusted net investment income of TCPC on a per share basis(2) is less than $0.32 per share in any of the first 4 fiscal quarters ending after the closing of the tran
Slide 6: Transaction Summary
Transaction Summary Required Approvals TCPC: Affirmative vote of a majority of votes cast where a quorum is present BCIC: Affirmative vote of majority of outstanding shares HSR approval and satisfaction of other customary closing conditions Merger Structure TCPC to acquire 100% of BCIC in a stock-fo
Slide 7: Diversified Portfolio with Emphasis on Seniority
Diversified Portfolio with Emphasis on Seniority Predominantly First Lien, Floating Rate Asset Portfolio Fixed / Floating(2) Floating Rate 95% Fixed Rate 5% Seniority(1) First Lien 78% Second Lien 12% Junior 1% Equity 9% As a percent of total investments at fair value as of June 30, 2023. As a perce
Slide 8: Diversified Portfolio with Significant Overlap
Diversified Portfolio with Significant Overlap Industry classification system generally categorizes portfolio companies based on the primary end market served, rather than the product or service directed to those end markets. At fair value. Pro-forma Industry Diversification(1) 156 portfolio compani
Slide 9: Strong Balance Sheet with Expanded Liquidity for Portfolio Growth
Strong Balance Sheet with Expanded Liquidity for Portfolio Growth TCPC is investment grade rated by Moody’s and Fitch Pro-Forma Combined BCIC Debt Mix TCPC Debt Mix As of June 30, 2023, $ in mil TCPC BCIC Pro-Forma Combined Total Leverage Capacity $1,235 $356 $1,591 Available Capacity 210 73 283 Cas
Slide 10: Larger Public BDCs Have Historically Traded at a Premium with Higher Liquidity
Median Price to Book Value (2) Larger Public BDCs Have Historically Traded at a Premium with Higher Liquidity than Smaller BDCs The combined company would have a market capitalization of nearly $1billion(1) Pro-forma based on August 31, 2023 market capitalization for TCPC of $713 million and BCIC of
Slide 11: Well-Positioned to Continue TCPC's Strong Track Record of Performance
Well-Positioned to Continue TCPC’s Strong Track Record of Performance Annualized return on assets calculated as total investment income (gross of expenses) plus realized and unrealized gains and losses divided by average total investments between April 6, 2012 and June 30, 2023. Cash return calculat
Slide 12: Investor Friendly Advisory Fee Structure
Investor Friendly Advisory Fee Structure Source: KBW BDC Research as of August 25, 2023. Represents typical range of fee structures for publicly traded, externally managed BDCs with a market capitalization of more than $200 million. Ranges exclude certain outliers. BlackRock TCP Capital Corp. (Propo
Slide 13: Competitive Advantages of BlackRock Global Credit Expertise
Competitive Advantages of BlackRock Global Credit Expertise $81 billion(1) in client assets across Private Debt 175+ (1) Private Debt investment professionals Information Edge Broad access to management teams Expertise across asset classes, investment styles, products and industries One Stop Shop Fu
Slide 14: Corporate Information
Corporate Information TCPC (Nasdaq: TCPC) BCIC (Nasdaq: BKCC) TCPC Bank of America Merrill Lynch JMP Securities Keefe, Bruyette & Woods Ladenburg Thalmann Oppenheimer Raymond James Wells Fargo BCIC Wells Fargo J.P. Morgan Securities Computershare Inc. (866) 333-6433 (from U.S.) (201) 680-6578 (from
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