TCPC BlackRock TCP Capital Corporation

 

As filed with the Securities and Exchange Commission on November 9, 2023

 

Registration No. 333-274897

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

	Pre-Effective Amendment No. 1	☒
	Post-Effective Amendment No.	☐

(Check appropriate box or boxes)

 

BLACKROCK TCP CAPITAL CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

2951 28th Street, Suite 1000
Santa Monica, California 90405
(Address of Principal Executive Offices)

 

 

(310) 566-1000
(Area Code and Telephone Number)

 

 

Rajneesh Vig
Laurence D. Paredes
BlackRock TCP Capital Corp.
2951 28th Street, Suite 1000
Santa Monica, California 90405
(Name and Address of Agent for Service)

 

 

Copies to:

 

Michael K. Hoffman
David C. Hepp
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Telephone: (212) 735-3406

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in the enclosed document.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

The Proxy Statement / Prospectus, in the form filed on October 6, 2023 with the Registrant’s Registration Statement on Form N-14, is incorporated by reference.

This Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement is being filed solely for the purpose of filing with the Commission certain of the exhibits set forth in Item 16 to Part C of this Registration Statement.

PART C: OTHER INFORMATION

Item 15.

Indemnification.

TCPC’s certificate of incorporation and bylaws, together with the rules of The Nasdaq Global Select Market, provide that:

•

the TCPC Board be organized in a single class with all directors standing for election each year

•

directors may be removed by the affirmative vote of the holders of 75% of the then outstanding shares of TCPC’s capital stock entitled to vote; and

•

subject to the rights of any holders of preferred stock, any vacancy on the board of directors, however the vacancy occurs, including a vacancy due to an enlargement of the board, may only be filled by vote of a majority of the directors then in office.

The TCPC certificate of incorporation also provides that special meetings of the stockholders may only be called by the TCPC Board, Chairman, Vice-Chairman (if any), Chief Executive Officer or President. Delaware’s corporation law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws requires a greater percentage. The TCPC certificate of incorporation permits the TCPC Board to amend or repeal the by-laws or adopt new by-laws at any time by two-thirds vote. Stockholders may amend or repeal the by-laws or adopt new by-laws with the affirmative vote of 80% of the then outstanding shares.

Limitations of liability and indemnification

Under the TCPC certificate of incorporation, TCPC fully indemnifies any person who was or is involved in any actual or threatened action, suit or proceeding by reason of the fact that such person is or was one of our directors or officers; provided, however, that, except for proceedings to enforce rights to indemnification, TCPC will not be obligated to indemnify any director or officer in connection with a proceeding initiated by such person unless such proceeding was authorized or consented to by the TCPC Board. So long as TCPC is regulated under the 1940 Act, the above indemnification and limitation of liability is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides, among other things, that a company may not indemnify any director or officer against liability to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Delaware law also provides that indemnification permitted under the law shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws, any agreement, a vote of stockholders or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of TCPC pursuant to the provisions described above, or otherwise, TCPC has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by TCPC of expenses incurred or paid by a director, officer or controlling person in the successful defense of an action suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, TCPC will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is again public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

TCPC carries liability insurance for the benefit of its directors and officers (other than with respect to claims resulting from the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office) on a claims-made basis.

Item 16.

Exhibits.

(1)(a)	Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on May 13, 2011)
(1)(b)	Certificate of Amendment to the Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed on August 2, 2018)
(2)	Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed on August 2, 2018)
(3)	Not applicable
(4)	Agreement and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., BCIC Merger Sub, LLC and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC and Tennenbaum Capital Partners, LLC, dated as of September 6, 2023 (Incorporated by reference to Exhibit 2.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-00899) filed on September 6, 2023).
(5)(a)	Second Supplemental Indenture, dated as of August 23, 2019, by and between the Registrant and U.S. Bank National Association, as the Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K, filed on August 23, 2019)
(5)(b)	Form of Global Note of 3.900% Notes due 2024 (included in Exhibit 4.1)(Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K, filed on August 23, 2019)
(5)(c)	Indenture, dated as of June 17, 2014, by and between the Registrant and U.S. Bank National Association, as the Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2014)
(5)(d)	Form of Global Note of 5.25% Convertible Senior Notes Due 2019 (included in Exhibit 4.3) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2014)
(5)(e)	Indenture, dated as of September 6, 2016, by and between the Registrant and U.S. Bank National Association, as the Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 6, 2016)
(5)(f)	Form of Global Note of 4.625% Convertible Senior Notes due 2022 (included in Exhibit 4.5) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 6, 2016)
(5)(g)	Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee (Incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on August 11, 2017)
(5)(h)	First Supplemental Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee (Incorporated by reference to Exhibit (d)(4) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on August 11, 2017)
(5)(i)	Form of Global Note of 4.125% Notes Due 2022 (included in Exhibit 4.8) (Incorporated by reference to Exhibit (d)(4) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on August 11, 2017)
(5)(j)	Description of Securities (Incorporated by reference to Exhibit 4.11 to the Registrant’s Form 10-Q on May 11, 2020)
(5)(k)	Third Supplemental Indenture, dated as of February 9, 2021, by and between the Registrant and U.S. Bank National Association, as the Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on February 9, 2021)
(5)(l)	Form of Global Note of 2.850% due 2026 (included in Exhibit 4.11) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on February 9, 2021)
(6)(a)	Second Amended and Restated Investment Management Agreement between BlackRock TCP Capital Corp. and Tennenbaum Capital Partners, LLC, dated as of September 6, 2023 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-00899) filed on September 6, 2023)
(6)(b)	Fee Waiver Agreement between BlackRock TCP Capital Corp. and Tennenbaum Capital Partners, LLC, dated as of September 6, 2023 (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K (File No. 814-00899) filed on September 6, 2023)
(7)	Not applicable

(8)	Not applicable
(9)	Custodial Agreement dated as of July 31, 2006 (Incorporated by reference to Exhibit (j) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on May 13, 2011)
(10)	Not applicable
(11)	Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP with respect to the legality of shares*
(12)	Form of Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP supporting tax matters and consequences to stockholders discussed in the joint proxy statement/prospectus.**
(13)(a)	Form of Administration Agreement of the Registrant (Incorporated by reference to Exhibit (k)(1) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on May 13, 2011)
(13)(b)	Form of Transfer Agency and Registrar Services Agreement (Incorporated by reference to Exhibit (k)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on March 5, 2012)
(13)(c)	Second Amended and Restated Partnership Agreement of Special Value Continuation Partners, LP dated January 29, 2018 (Incorporated by reference to Exhibit 3 to Special Value Continuation Partner, LP’s Form 8-K filed on January 30, 2018)
(13)(d)	Amended and Restated Credit Agreement dated as of May 6, 2019 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on May 8, 2019)
(13)(e)	Amended and Restated Guaranty, Pledge and Security Agreement dated as of May 6, 2019 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on May 8, 2019)
(13)(f)	Amendment No. 1 to Amended and Restated Credit Agreement dated as of May 6, 2019 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on April 28, 2020)
(13)(g)	Amendment No. 2 to Amended and Restated Credit Agreement dated as of May 6, 2019 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on April 28, 2020)
(13)(h)	Incremental Commitment Agreement dated as of April 25, 2020 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on April 28, 2020)
(13)(i)	Loan and Servicing Agreement dated as of August 4, 2020 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 6, 2020)
(13)(j)	Form of License Agreement (Incorporated by reference to Exhibit 10.19 to the Registrant’s Form 10-K filed on February 25, 2021)
(13)(k)	Amendment No. 4 to Amended & Restated Senior Secured Revolving Credit Agreement (Incorporation by reference to Exhibit 10.16 to the Registrant’s Form 10-K filed on February 25, 2021)
(13)(l)	Second Amendment to Loan and Servicing Agreement (Incorporation by reference to Exhibit 10.17 to the Registrant’s Form 10-K filed on February 25, 2021)
(13)(m)	Amendment No. 5 to Amended and Restated Credit Agreement dated as of June 22, 2021 (Incorporation by reference to Exhibit 10.1 to the Registrant’s From 8-K filed on June 24, 2021)
(13)(n)	Fifth Amendment to Loan and Servicing Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 8, 2023)
(13)(o)	Eighth Amendment, dated as of September 6, 2023, by and among BlackRock Capital Investment Corporation, the Subsidiary Guarantors party thereto, the Lenders party thereto and Citibank, N.A., as administrative agent to Second Amended and Restated Senior Secured Revolving Credit Facility, dated as of February 19, 2016 (Incorporated by reference to Exhibit 10.1 to BlackRock Capital Investment Corporation’s Form 8-K filed on September 6, 2023)
(14)(a)	Consent of Deloitte & Touche LLP (BlackRock TCP Capital Corp.) (Incorporated by reference to Exhibit 14(a) to the Registrant’s Registration Statement on Form N-14 filed on October 6, 2023)
(14)(b)	Consent of Deloitte & Touche LLP (BlackRock Capital Investment Corporation) (Incorporated by reference to Exhibit 14(b) to the Registrant’s Registration Statement on Form N-14 filed on October 6, 2023)

(15)	Not applicable
(16)	Power of Attorney (Incorporated by reference to Exhibit 16 to the Registrant’s Registration Statement on Form N-14 filed on October 6, 2023)
(17)(a)	Form of Proxy Card of BlackRock TCP Capital Corp. (Incorporated by reference to Exhibit 17(a) to the Registrant’s Registration Statement on Form N-14 filed on October 6, 2023)
(17)(b)	Form of Proxy Card of BlackRock Capital Investment Corporation (Incorporated by reference to Exhibit 17(b) to the Registrant’s Registration Statement on Form N-14 filed on October 6, 2023)
(17)(c)	Consent of Houlihan Lokey Capital, Inc.*
(17)(d)	Consent of Keefe, Bruyette and Woods, Inc. (Incorporated by reference to Exhibit 17(d) to the Registrant’s Registration Statement on Form N-14 filed on October 6, 2023)
(18)	Filing Fees Table (Incorporated by reference to Exhibit 18 to the Registrant’s Registration Statement on Form N-14 filed on October 6, 2023)

 

*

Filed herewith.

**

To be filed by amendment.

Item 17.

Undertakings.

(1)       The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)       The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3)       The undersigned registrant undertakes to file the opinion of counsel supporting the tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 through an amendment to this registration statement within a reasonable time after the closing of the reorganization.

SIGNATURES

 

As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Santa Monica, and State of California, on the 9th day of November, 2023.

 

 

	BLACKROCK TCP CAPITAL CORP
	By:	/s/ Rajneesh Vig
		Rajneesh Vig
		Chief Executive Officer

As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Rajneesh Vig		Chief Executive Officer and Chairman		November 9, 2023
Rajneesh Vig		of the Board of Directors (Principal Executive Officer)
*		Chief Financial Officer and Treasurer		November 9, 2023
Erik L. Cuellar		(Principal Financial and Accounting Officer)
*		Director		November 9, 2023
Eric J. Draut
*		Director		November 9, 2023
Karen L. Leets
*		Director		November 9, 2023
M. Freddie Reiss
*		Director		November 9, 2023
Peter E. Schwab
*		Director		November 9, 2023
Andrea Petro

 

*       Signed by Rajneesh Vig pursuant to a power of attorney signed by each individual and filed with this Registration Statement on October 6, 2023.

 

Exhibit (11)

  

November 9, 2023

BlackRock TCP Capital Corp. 2951 28th Street, Suite 1000 Santa Monica, California 90405

RE:

BlackRock TCP Capital Corp. — Registration Statement on Form N-14

Ladies and Gentlemen:

We have acted as special counsel to BlackRock TCP Capital Corp., a Delaware corporation (the “Company”), in connection with the issuance of common shares of beneficial interest (the “Issued Shares”), par value $0.001 per share (the “Common Shares”), of the Company in connection with the merger (the “Merger”) of BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), with and into BCIC Merger Sub, LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of the Company (“Merger Sub”) pursuant to General Corporation Law of the State of Delaware (the “DGCL”) and that certain Agreement and Plan of Merger (the “Merger Agreement”), among BCIC, the Company, Merger Sub and, solely for the limited purposes set forth therein, Tennenbaum Capital Partners, LLC, a Delaware limited liability company and investment advisor to the Company, and BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC, dated as of September 6, 2023.

This opinion is being furnished in accordance with the requirements of Item 16 of Form N-14 under the Securities Act of 1933 (the “Securities Act”).

In rendering the opinion stated herein, we have examined and relied upon the following:

(a) the notification of registration on Form N-8A (File No. 811-21936) of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940 on August 1, 2006;

(b) the registration statement on Form N-14 (File No. 333-274897) of the Company relating to the Issued Shares, initially filed with the Commission under the Securities Act on October 6, 2023, as proposed to be amended by Pre-Effective Amendment No. 1 thereto to be filed with the Commission on the date hereof (such registration statement, as proposed to be so amended, being hereinafter referred to as the “Registration Statement”);

BlackRock TCP Capital Corp.

November 9, 2023

Page 2

 

(c) an executed copy of a certificate of Laurence D. Paredes, Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(d) a copy of the Company’s Certificate of Incorporation dated April 2, 2012 and the Certificate of Amendment to the Certificate of Incorporation, dated August 1, 2018 certified by the Secretary of State of the State of Delaware as of November 8, 2023, and certified pursuant to the Secretary’s Certificate;

 

(e) a copy of the Company’s Amended and Restated By-Laws, in effect as of the date hereof and certified pursuant to the Secretary’s Certificate;

(f) an executed copy of the Merger Agreement;

(g) a copy of the resolutions, adopted by the Board of Directors of the Company on December 17, 2010 and September 5, 2023, certified pursuant to the Secretary’s Certificate; and

(h) a copy of a certificate, dated as of November 8, 2023, with a bringdown verification dated as of the date hereof, from the Secretary of State of the State of Delaware with respect to the Company’s existence and good standing in the State of Delaware.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Merger Agreement.

We do not express any opinion with respect to the laws of any jurisdiction other than the DGCL.

BlackRock TCP Capital Corp.

November 9, 2023

Page 3

 

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that, when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), shall have become effective under the Securities Act; (ii) the conditions to the consummation of the Merger as set forth in the Merger Agreement shall have been satisfied or, if permitted under applicable law, waived in writing; (iii) the stockholders of each of BCIC and the Company have taken all necessary corporate action to approve the Merger and the issuance of the Issued Shares in connection with the Merger; (iv) the Merger shall have been consummated and become effective pursuant to the DGCL and the terms of the Merger Agreement; and (v) the Issued Shares are registered in the share record books of the Company and have been issued and delivered in accordance with the terms of the Merger Agreement, will be duly authorized by all requisite corporate action on the part of the Company under the DGCL and validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.001 per share of Common Stock.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

   

 

	Very truly yours,
	/s/ Skadden, Arps, Slate, Meagher & Flom LLP

 

   

MKH

Exhibit (17)(c)

 

CONSENT OF HOULIHAN LOKEY CAPITAL, INC.

 

November 9, 2023

 

BlackRock TCP Capital Corp.

2951 28th Street, Suite 1000

Santa Monica, CA 90405

Attn: The Special Committee of the Board of Directors

 

RE:	Joint Proxy Statement of BlackRock TCP Capital Corp. (“TCPC”) and BlackRock Capital Investment Corporation (“BCIC”) / Prospectus of TCPC which forms part of Amendment No. 1 to the Registration Statement on Form N-14 of TCPC (the “Registration Statement”).

Dear Members of the Special Committee:

Reference is made to our opinion letter (“opinion”), dated September 5, 2023, to the Special Committee (the “Special Committee”) of the Board of Directors (the “Board”). We understand that TCPC has determined to include our opinion in the Joint Proxy Statement of TCPC and BCIC /Prospectus of TCPC (the “Joint Proxy Statement/Prospectus”) included in Amendment No. 1 to the above referenced Registration Statement.

Our opinion was provided for the Special Committee (in its capacity as such) and, as requested by the Special Committee, the Board (in its capacity as such) in connection with their consideration of the transaction contemplated therein and may not be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except, in each instance, in accordance with our prior written consent. In that regard, we hereby consent to the reference to our opinion in the Joint Proxy Statement/Prospectus included in Amendment No. 1 to the Registration Statement filed with the Securities and Exchange Commission as of the date hereof under the captions “SUMMARY of the Merger—Reasons for the Merger - TCPC,” SUMMARY of the Merger—Opinion of the Financial Advisor to the TCPC Special Committee,” “RISK FACORS,” “THE MERGER—Background of the Merger,” “THE MERGER—Reasons for the Merger - TCPC” and “THE MERGER—Opinion of the Financial Advisor to the TCPC Special Committee” and to the inclusion of our opinion as Annex B to the Registration Statement. Notwithstanding the foregoing, it is understood that this consent is being delivered solely in connection with the filing of Amendment No. 1 to the above-mentioned Registration Statement as of the date hereof and that our opinion is not to be filed with, included in or referred to in whole or in part in any other registration statement (including any other amendments to the above-mentioned Registration Statement), proxy statement or any other document, except, in each instance, in accordance with our prior written consent.

In giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,

 

HOULIHAN LOKEY CAPITAL, INC.

 

/s/ Houlihan Lokey Capital, Inc.

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