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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2020 (October 2, 2020)

BLACKROCK TCP CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (310) 566-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 8.01.          Other Events.

On October 2, 2020, BlackRock TCP Capital Corp. (the “Company”) issued and sold $50,000,000 in aggregate principal amount of the Company’s 3.900% Notes due 2024 (the “Offered Notes”), which constitutes a further issuance of the 3.900% notes due 2024 that the Company issued (i) on August 23, 2019 in the aggregate principal amount of $150,000,000 and (ii) on November 26, 2019 in the aggregate principal amount of $50,000,000, pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-233317) previously filed with the Securities and Exchange Commission. A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Offered Notes is filed as Exhibit 5.1 to this Report.

The Company incorporates by reference the exhibit filed herewith into the Registration Statement pursuant to which the Notes were registered.

Item 9.01.          Financial Statements and Exhibits

(d)          Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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