Ladies and gentlemen, good afternoon. Welcome everyone to BlackRock TCP Capital Corp. Second Quarter 2018 Earnings Conference Call. Today’s conference call is being recorded for replay purposes. During the presentation, all participants will be in a listen-only mode. A question-and-answer session will follow the Company’s formal remarks. [Operator Instructions] And now, I’d now like to turn the call over to Katie McGlynn, Vice President of the BlackRock TCP Corp. Global Investor Relations team. Katie, please proceed.

Thank you, Nichole. Before we begin, I’ll note that this conference call may contain forward-looking statements based on the estimates and assumptions of management at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties, and actual results could differ materially from those projected. Any forward-looking statements made on this call are made as of today and are subject to change without notice. This morning, we issued our earnings release for the second quarter ended June 30, 2018. We also posted a supplemental earnings presentation to our website at tcpcapital.com. To view the slide presentation, which we will refer to on today’s call, please click on the Investor Relations link and select Events & Presentations. I will now turn the call over to our Chairman and CEO, Howard Levkowitz.

Thanks, Katie. I am here with our TCPC team, and we thank everyone for participating on our call today. I will begin, with a review of our second quarter highlights and overview of our portfolio of activity and then update on the previously announced transaction between BlackRock and our external advisor. Our CFO, Paul Davis, will then review our financial results for the second quarter. After Paul’s comments, I will provide some closing remarks before opening the call to your questions. Now, let’s begin with highlights from the second quarter, which are summarized on slide four of our presentation. We delivered another strong quarter of originations in the second quarter, totaling $125 million as new and existing borrowers continue to rely on our deep industry knowledge and our flexible and tailored financing solutions. As shown on slide five, we earned net investment income of $0.41 per share in the second quarter, outearning our dividend by $0.05 and extending our record to 25 consecutive quarters in which net investment income exceeded our dividend. And today, we declared a third quarter dividend of $0.36 per share, payable on September 28, to holders of record as of September 14. We also renegotiated terms on our credit facilities during the second quarter, reducing borrowing costs and improving our overall cost structure for shareholders. Turning to our investment portfolio on slide six. At quarter-end, our portfolio had a fair market value in excess of $1.6 billion, 92% of which was in senior secured debt. We held investments in 97 companies across a wide variety of industries. Our largest position represented only 3.2% of the portfolio. And taken together, our five largest positions represented only 14.2% of the portfolio. As you can see on the chart on the left side of slide six, our recurring income…

Thanks, Howard. Good morning and good afternoon, everyone. Starting on slide 14. Net investment income of $0.41 per share exceeded our dividend of $0.36 per share. This continues our more than six-year record of covering our dividend every quarter since we went public. Over this period on accumulative basis, we have also outearned our dividends by an aggregate $28.7 million or $0.49 per share, based on total shares outstanding at quarter-end. Investment income for the quarter was $0.82 per share, substantially all of which was interest income. Recurring cash interest was $0.66. Recurring discount and fee amortization was $0.05. And recurring PIK income was $0.06. The remaining $0.045 per share was from prepayment income, including both prepayment fees and unamortized OID. Our income recognition follows our conservative policy of generally amortizing upfront economics over the life of an investment, rather than recognizing all of it at the time investment is made. Operating expenses for the second quarter were $0.41 per share and included incentive compensation of $0.10 per share, and interest and other debt expenses of $0.17 per share for net investment income of $0.41 per share. We realized net gains during the quarter of $0.7 million, primarily from the sale of our Gogo notes. As Howard noted, our unrealized losses of $20.5 million or $0.35 per share were primarily comprised of write-downs on four positions we discussed in the past. That said, our credit quality remained strong with debt from only one portfolio company on nonaccrual at quarter-end, representing 0.3% of the portfolio at fair value. Turning to slide 17. We closed the quarter with total liquidity of $212.5 million. This includes available leverage of $184.4 million and cash and cash equivalents of $27.6 million. During the quarter, we were pleased to be able to reduce the interest rate on our TCPC funding facility by 50 basis points to LIBOR plus 2% through a combination of a stated rate reduction and optimized utilization after reducing the facility size, while also extending the maturity date to May 2022. We also increased the capacity of our SVCP 2022 facility to $125 million. Outstanding draws on our $150 million SBA program remained at $98 million. Regulatory leverage at quarter-end, which is net of SBIC debt, was 0.83 times common equity on a gross basis and 0.8 times net of cash and outstanding trades. With our stock trading at a slight discount to NAV during the quarter, we made modest share repurchases under our share repurchase program, which is based on algorithm. I will now turn the call back over to Howard.

Thanks, Paul. Over our history, we have work hard to ensure our interests are closely aligned with our shareholders. Our origination income recognition practices are conservative, and we have one of the most shareholder friendly fee structures in the industry. We continue to invest alongside our shareholders and members of the management team and Board of Directors who have continued to purchase shares in the open market. Given this, as we consider the recently passed legislation that allows BDCs to increase their leverage cap from 1:1 to 2:1, we will insure any change in our approach to leverage is in the best interest of our shareholders. We’ve made no decision on this matter and will continue discussion with our shareholders, our Board, our leverage providers and other constituents, and will keep you apprised of any decisions we make in the future. Regardless of any changes in legislation, we will remain focused on fundamental credit analysis in generating superior risk-adjusted returns for shareholders as we have done since our inception. Now, I will briefly cover what we are currently seeing in the market. We continue to see strong demand for our lending solutions from middle market companies across a wide variety of industries. We recognize that there continue to be increasing amounts of capital targeting middle market lending. However, the middle market is broad and there are many fundamentally good companies that need access to the creative borrowing solutions we provide. At this point in the quarter, our pipeline includes many transactions that are well within our historical yield range. Looking ahead, we continue to be well-positioned for continued growth for several reasons. First, our nearly two decades of experience investing in middle market companies across multiple market cycles. Second, our long-term relationships with field sources and portfolio companies, which provides us with the ability to source unique investment opportunities. Third, our focus on credit quality and downside protection. Fourth, our low cost of capital and diverse funding sources which provide access to a variety of attractively priced equity and debt financing alternatives. Fifth, our interest has always been and will remain closely aligned with our shareholders. And finally, our partnership with BlackRock will allow us to expand our market-leading private credit platform with significant scale, resources and geographic research that will enhance opportunities for our shareholders. Looking to the future, our strategy remains the same. We will continue to focus on effectively deploying capital from our diverse and attractively priced funding sources to optimize our portfolio of performance by generating a strong recurring earnings stream, while we focus on capital preservation. In closing, we’re excited about the future. We would like thank all of our shareholders for your confidence and your continued support. And with that operator, please open the call for questions.

Thank you. [Operator Instructions] And our first question comes from Chris Kotowski from Oppenheimer. Your line is now open.

Good morning -- good afternoon. I guess, my first question is, as you were renegotiating your credit facility, does it accommodate, if you do in fact decide to go beyond the 1:1 leverage? Is that incorporated into the credit agreement that you just renegotiated or would having higher leverage, require renegotiating that again?

Chris, thanks for the question. And you were accurate, it is morning here. So, as we said on the call, we are in conversations with our leverage providers and our other constituents about this 2:1 leverage issue. We think we are generally well-positioned, should we decide to make a change. We haven’t yet made any decision. But, that’s something we’re cognizant of clearly, because they are an important part of our capital structure. I think, we’re well-positioned in that regard.

Okay. And then, secondly, I noticed the increased loans to Mesa show up as a whole bunch of little loans to -- on separate small loans and increase. And you’ve been in an out of aircraft finance in years past. So, I was wondering is this a move back towards that sector, or is this just a one-off opportunity.

Yes. We have been involved in that sector for over 15 years. We’re very opportunistic. We have done transactions mostly bilateral, so just us direct to carriers with most of the major U.S. carriers over time. And we invest when we think there are good opportunities. We have a relationship with Mesa. In fact, we’ve known management for over two decades. We’ve been financing them for a number of years. We’re pleased to be able to continue to finance them. And the fact that this is structured as a series of individual loans has to do with the structure of the underlying collateral. Each of these things is sort of a highly negotiated, individualized transaction structure.

Okay. That’s it for me. I’ll let some other people have a chance. Thanks.

Thank you.

Thank you. And our next question comes from Robert Dodd from Raymond James. Your line is n now open.

Hi, everyone. First one, a real simple one. Can you give us your spillover number because obviously you’ve been outrunning the dividend for a while. I just want to get a handle on what that spillover number is, ideally in the gross terms and per share terms?

Sure. Since our IPO, we’ve outrun the dividend by $28.7 million. That’s approximately $0.49 per share, based on outstanding shares at that quarter-end.

One thing you mentioned Howard in your prepared comments when talking about BlackRock was potentially a lower expense ratio, putting some of the expenses over a broader base. Obviously, this quarter, [indiscernible] you’re not including the management fees in the interest expense, it ticked up a tiny bit, 53 basis points versus 46 last quarter. Can you give us -- when you say lower expense ratio, I mean, how much you’re talking about? Anything is good, but can you give us any color there?

Sure. That’s not something that we’re prepared to quantify today. As I know you’re aware that we did say in connection with the transaction itself that upon reaching $2 billion in assets, we would commit to have a lower expense ratio. We are not at $2 billion today, we’re at 1.6. Independent of the transaction, it’s always something we’re very mindful of. There are certain costs in there including accounting and insurance and a few other things that are harder to control. But, our hope is that -- and being part of the larger BlackRock platform that there will be other synergies as well and that’s certainly something that we’re looking to target.

Got it. Thank you. On the prepay income side, obviously, it’s volatile quarter to quarter. I’m just talking general terms here. I mean, is there an expectation that that -- as rates rise, maybe refinance activity slows down even more. Is it reasonable to say that -- what color can you give on -- do you think that $0.05 is kind of an average long run number, or do you think that will kind of trend down a little bit at this point in the cycle with rates having moved up and refinance activity maybe easing?

Yes. Robert, it’s Raj. I’ll take that. I think that application of an average to our portfolio is very difficult. For instance, in certain segments of the portfolio, for example, some of these recurring revenue deals that we’ve been doing, they are not tied to a market cycle. I think, we were early in understanding the credit worthiness and distinction of that business model. And for instance, now, a lot of the new participants are catching up. And so, you’re seeing a prepay -- a little bit higher prepay in that segment of the portfolio than the others. It’s not tied to market cycle, it’s tied to perhaps a business model appreciation that our team has been on the early side of. I think what we can say is that we tend to be little bit earlier knowledge based and picking spots. And then, as other come in and catch up, the prepay is a benefit we can get, that is harder to extrapolate to the portfolio overall with a numerical average. But, I do think we expect to see some any given quarter. It’s hard to predict a number over a distinct time period.

Got it. Very helpful. Thank you. And then, just one more if I can. On obviously the relationship with BlackRock, as you say it expands reach potential globally, arguably, and we can argue at this point, I think people will say, you that you’ve got an underutilized 30% option bucket. That could get even bigger because it’s 30% of assets if you do expand -- extend leverage. Do you expect the relationship with BlackRock to provide you opportunities to utilize that in a different way than you have historically or do you think that’s just not on the cards.

It’s Raj again, I’ll try and respond to that. So, I would say we agree with you that it’s underutilized. And whether that is a coincidence or we’re saving it for more unique things, I think there is a blend of both. And I would say, we hope -- we are hopeful that we will be able to utilize it more opportunistically, both on our -- in our own efforts but also as complemented by the platform scale that BlackRock brings to us. As a comparison, I think their BDC has done of very good job of utilizing that basket. And so, I think it’s logical to say that we will be to see more things and take advantage of broader set of relationships that can lead to utilization of it, and we’re certainly open and hopeful of doing that.

Thank you. And our next question comes from Christopher Nolan from Ladenburg Thalmann. Your line is now open.

For the TCPC funding facility, which is now L plus 200 from L plus 250, how much was the BlackRock relationship affecting that change in price?

Thanks for asking. This was actually something that we negotiated prior to the transaction closing. And so, BlackRock obviously has vast relationships, and we hope to benefit from those going forward. And you can never be certain what always in people’s decision-making. But, this was something that was in place really prior to the closing of the transaction and our discussion with the lenders really before it become public.

And then, Howard, what’s the yield on new investments and the yield on those that are exited?

This is Paul. I will take that. Our acquisitions during second quarter, the yield on those was 10.8% where’s the 8% was the yield on dispositions was 10.6% -- 10.5% to 10.8%.

Thank you. And our next question comes from Ryan Lynch from KBW. Your line is now open.

Hey. Good morning, guys. Just one question regarding the BlackRock acquisition. Obviously, they have another BDC they operate today. Can you just talk about, does BlackRock -- broadly speaking, do they have any other, either I guess investment teams or pools of capital that directly invest into middle market private credit that you are going to be able to access that sort of deal flow and/or are there just other pools of capital potential there that maybe aren’t investing today that you will now be able to maybe commit to larger hold size and spread across those other pools at BlackRock with co-investment relief?

Yes. Thanks for the question. As you know, we have exempted relief here and been able to co-invest across the TCP funds going back to 2006. One of the things, one of the many things that makes the transaction with BlackRock attractive was being able to access greater resources. And so, being able to co-invest alongside of them will give us more ability to commit to deals. We’re not looking to change the kinds of deals that we’re doing, but to be able to commit to larger holds on deals that previously we couldn’t. And we expect to be able to work together with their team that does middle market lending together in both originating and sourcing those transactions and to be able to have the synergistic benefit of the combined organizations.

Thank you. And our next question comes from Fin O’Shea from Wells Fargo Securities. Your line is now open. Fin O’Shea: Hi, guys. Sorry, I was on mute there. Thanks for taking my question. Just a first touch on Mr. Nolan’s question a moment ago. So, with the facilities that you were previously negotiating, should we expect maybe you won’t go knocking the doors right away, but another potential leg down and one of your funding sources from a cost perspective?

Yes. We have great relationships with our lenders, many of them over long periods of time. And so, we continue to always talk to them about how to optimize our facilities. We just redid them. We are always thinking about what is the most optimal way to finance our balance sheet. You watch this over time diversify the right side of the balance sheet through a series of bonds, and series of credit facilities, convertible bonds, our SBIC facility. And we’ll continue to look at those and see what makes the most sense. And we appreciate the value of these long-term relationships. Clearly, being part of BlackRock now will give us access to some things we didn’t have before. Fin O’Shea: Sure. Thank you. And then, can you kind of touch on the cadence of your platform growth, understanding you’ve always been measured but also presumably partnering with BlackRock would help you accelerate that if you wanted to, can you kind of touch on that outlook? And then, if so, will -- how market will you be going, will you be going more into say sponsored finance as opposed to the various -- I think you created borrowing solutions as you’ve always focused with smaller companies?

Hey, Chris. It’s Raj. I’ll try and take that one. And I won’t speak for our BlackRock colleagues, but I think that I’ll echo the sentiment that we very much I think will stick to the philosophy of not growing for the sake of growth but doing it judiciously and really focusing on broadening the scope and the scale of the opportunity set. And with greater sort of opportunities, even at a judicious hit rate which will be very low, being diligent in the process, I think will allow us to potentially grow the platform or the joint platform, however you want to look at it. So, we will not compromise the balance of our diligence and our discretion and protections that we focus on, as a lender. I think, since our initial IPO with that same philosophy, I think we’ve been able to demonstrate some good, consistent growth over the timeframe. So, I don’t think that will change. In terms of the sponsored finance question, we actively work with a number of sponsors today. I don’t know that I would characterize it as sponsored finance, meaning it’s not so much to share of wallet or a mandate to get X number of deals from any one sponsor. It just happens to be the best, the institutional owner of a number of broad number of opportunities that we’re looking at. And while our breadth and scale to serve that client, that target base is greater under the broader platform, I still think we will -- we won’t change the notion of what requirements and what protections we want. It just happens to be with a group of sponsors that have a scalable opportunity set to work with. So, hopefully, that answers the question in a big picture, which is very much the same approach, but I think looking at a broader set of opportunities to apply that approach with. Fin O’Shea: Sure. That does answer. And thank you so much.

Thank you. [Operator Instructions] And we have another follow-up from Christopher Nolan from Ladenburg Thalmann. Your line is now open.

Hi. Does -- what sort of discretion does BlackRock enable the external manger TCP to have? I mean, is it -- do you have to answer to anything in terms of hurdle rates or anything along those lines, to BlackRock? Any clarification would be helpful.

Sure. Let’s start with this. BlackRock TCP Capital Corp. is a public company with an independent board. And so, like all other public companies, we are answerable to our Board. With respect to the manager itself, it is the intent to keep managing BlackRock TCP Capital Corp in the same manner that we managed TCP Capital Corp. before the deal, utilizing same investment process, same people. We expect and intend to benefit from the greater resources and from the combined staff and people who are already at BlackRock and doing similar kinds of things and being able to add that to a larger group. But there is no intent today to change our basic approach.

Thank you. And our next question comes from Christopher Testa from National Securities Corporation. Your line is now open.

Just curious, Howard, what have the preliminary discussions with BlackRock entailed? I mean, what’s -- can you just give us an idea what the primary focus been? Has it been you discussing co-investment, new product offerings they could give you scaling the platform and reducing costs? I mean, just curious kind of how you would kind put those in order and what the discussion has been centered around?

Sure. All good and fair your questions. Day one, the goal is to keep executing the way that we have over time. We’ve got two decades of experience in this business, TCPC, BlackRock TCP capital Corp. is in its 25th quarter as a public entity, although its predecessor entity was around for many years before that. And the goal is to keep doing what we’ve been doing with more resources and to be able to increase the pipeline, take advantage of some of the things that they have to offer. As Raj talked about, we may consider doing some other things with 30% bucket. Although that’s something we’ve looked at over time before this as well. We’ve just been -- I think had a very cautious approach to how we use that and wanted to make sure that it’s something that really fit with our strategy. So, the way we think about it is, it really is a continuation of what we’ve been doing, albeit with the resources of the world’s largest asset manager in many ways to help us do what we’ve been doing, both with respect to people that are directly in this business and increasing our sourcing, and just across the platform. So, we don’t see it being a radical change.

Got it. That’s helpful. Thank you. And as you guys are debating internally on whether or not to reduce the asset coverage, in terms of when you’re discussing it, the reasons for not doing it, what’s at the top of that list? Like, what is I guess, the biggest sticking point for you guys with not just voting for the reduced asset coverage?

Sure. Investors have signed up for what we have today. And so, we’re very cognizant of that. And one of the several reasons that we didn’t rush to make any change was, we wanted to let this digest. I think we’ve been very clear, this wasn’t something we pushed for. It has now happened. We’ve seen a number BDCs adopt it. We’ve seen the market react to it. And from our perspective, it’s been very important to hear from our shareholders, hear from our Board, hear from our lenders, hear from other constituents about how people are thinking about this. Our business model works well today. So, we didn’t see any urgency in adopting it. And as we think about it, thinking about cost of our capital, any impacts or changes it might have to our funding thinking about investor perception, those are the things that I think we’re really -- we really focused on. In terms of operating the business model, it wouldn’t take much of a change. In our non-publicly traded part of the business, we’re doing things at different yield levels. So, clearly that could be an option also. But, we just wanted to really take all of this and make sure we were making a fully considered decision before we do anything at all if we’re going to do anything.

Got it. That’s great detail. And definitely respect you guys taking the time to think this through, unlike some of your peers. Now, just you have talked about the potential of the 30% basket being utilized more. And then there is the potential obviously where we’re just talking about reducing asset coverage. Is there a potential that if you reduce asset coverage, you still make use of the 30% bucket with something like a JV, or would a JV in a 30% bucket be used kind of as a substitute for the reduced asset coverage to increase your economic leverage?

I think, there is a potential for both. I think that -- and we’ve looked at a number of these in the past. And at some level, in my mind, the notion of what the JV specifically is targeting, may drive some of that, the notion of where you can get better leverage and cost of leverage, whether it’s on balance sheet or through JV as part of the decision, how you can source the right assets, depending on where it’s -- all that’s I think we would consider. But, I do think, both these models are feasible with the specifics being the key consideration points.

Great. I appreciate the detail on that. That’s all for me. Thanks for taking my questions.

Thanks for the questions.

Thank you. And I’m showing no further questions at this time. I would now like to turn the call back to Howard Levkowitz for any further remarks.

Thank you. We appreciate your questions and our dialogue today. I’d like to thank our experienced, dedicated and talented team of professional and BlackRock TCP Capital Corp. Thanks again for joining us. This concludes today’s call.

Ladies and gentlemen, thank you for participation in today’s conference. This concludes today’s program. You may all disconnect. Everyone, have a great day.