v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events

9. Subsequent Events

On June 17, 2026, the SBIC fully repaid its outstanding SBA debentures and accrued interest totaling approximately $108.7 million, which had an upcoming contractual payment due on September 1, 2026. On July 22, 2026, the SBIC voluntarily surrendered its license to operate as a small business investment company. In connection with such license surrender, effective July 23, 2026, the SBIC changed its name to TCPC SPV, LP.

On August 3, 2026, the Company terminated its Operating Facility with ING. In connection with the termination, the Company repaid in full all amounts outstanding under the facility, including accrued and unpaid interest, and satisfied all related obligations. As of the termination date, no amounts remained outstanding under the facility.

On August 4, 2026, the Company, through its wholly-owned subsidiary SVCP, entered into a definitive agreement (the “Transaction Agreement”) providing for the sale of 95% of the limited liability company interests in BlackRock DLF-C 2026, LLC (the “Continuation Vehicle”), to a group of investment funds and accounts managed by Pantheon Ventures (US) LP, and retained a 5% interest (the “Transaction”). The Transaction generated approximately $152 million in gross proceeds and, together with investment repayments received post June 30, 2026, is expected to reduce net leverage from 1.38x to 0.4x (with a further reduction to less than 0.3x following an already announced portfolio company paydown).1

The Company believes the Transaction meaningfully accelerates its ongoing efforts to strengthen its financial position and reshape its investment portfolio. As a result of the Transaction, the Company will have materially lower leverage, reduced investment position sizes, and significantly enhanced investment capacity, while realizing a substantial premium relative to the value implied by the Company’s current share price. The Company and its Board of Directors believe these outcomes provide substantially greater financial, investment, and operational flexibility, creating a stronger foundation from which to evaluate and pursue additional transactions or other strategic alternatives that can deliver greater long-term value to shareholders.

The purchase price for the transferred equity interest in the Continuation Vehicle was approximately $152 million, reflecting a sale of the Continuation Vehicle interests at approximately 95% of their gross fair market value as of December 31, 2025, subject to certain other adjustments as set forth in the Transaction Agreement. The Company intends to apply the net proceeds from the Transaction initially to the repayment of outstanding indebtedness, the payment of transaction expenses, and for general corporate purposes. The purchase price is subject to a customary post-closing dispute resolution process with respect to its calculation. In July 2026, the Board of Directors engaged Lincoln International LLC (“Lincoln”) as financial advisor to the Board of Directors in connection with the Transaction. Among other services, Lincoln rendered an opinion to the Board of Directors as to the fairness, from a financial point of view, of the consideration to be received by the Company in the Transaction. The Company incurred professional fees and other expenses associated with Lincoln’s engagement.

The Company estimates that the Transaction will reduce its net asset value by approximately $57 million or approximately $0.68 per share. The estimated per-share net asset value impact is preliminary and subject to final post-closing adjustments. The Company expects that the Transaction, together with repayments on investments since June 30, 2026, will significantly reduce net leverage and ongoing investment funding commitments, providing the Company with improved financial, operational, and investment flexibility. The Company estimates that net leverage to equity will decline from 1.38x as of June 30, 2026 to approximately 0.4x pro forma for the Transaction and completed repayments, with an expected further reduction to less than 0.3x post-completion of a paydown resulting from a publicly announced portfolio company transaction. In addition, the Transaction reduces the Company’s unfunded investment commitments from approximately $90 million down to approximately $36 million.

9. Subsequent Events — (continued)

On August 6, 2026, the Company announced that its Board of Directors has engaged Keefe, Bruyette & Woods, a Stifel company (“KBW”) to consider strategic alternatives to maximize shareholder value. These could include, but are not limited to, using newly available leverage capacity to reinvest in the portfolio and/or return capital to shareholders through share repurchases, pursuing potential strategic combinations in the public or private markets, completing an orderly realization of portfolio assets, or some combination thereof. There is no guarantee the Company will pursue any of the foregoing or, that if it seeks to do so, will be successful in achieving any desired outcome.

On August 6, 2026, the Company’s Board of Directors declared a third quarter dividend of $0.17 per share, payable on September 30, 2026 to shareholders of record as of the close of business on September 16, 2026.

From July 1, 2026 through August 5, 2026, the Company received approximately $97.4 million in additional repayments, including $55.2 million from its investment in Motive Technologies, Inc. (Keep Truckin) and $39.6 million from its investment in Pico Quantitative Trading, LLC.

 

 

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1 On June 23, 2026, Domo, Inc. announced an agreement to sell substantially all of its assets and certain liabilities to Progress Software Corporation for $400 million in cash. If consummated, this announced transaction would result in approximately $69 million in repayment proceeds to the Company. If the announced transaction does not occur, the Company would not expect to receive this repayment in a comparable timeframe, and the absence of that repayment would not have the same impact on the Company’s net leverage-to-equity ratio.