diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_18.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..e5f3251aa05419968dc87afa836b2bb9ddaa5d62 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_18.txt @@ -0,0 +1,31 @@ + +If our total return did not exceed the total return limitation, the limitation would not have had the effect of eliminating the possibility of paying such +incentive compensation, but rather would have postponed any incentive compensation until our cumulative annual total return exceeded the 8% threshold. The +nature of the total return limitation may have also made it easier for the Advisor to earn incentive compensation in higher interest rate environments or if our net +asset value had increased. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The financial highlights in the notes to our financial statements for the relevant periods include a calculation of total return based on the change in the +market value of our shares. The financial highlights in the notes to our financial statements for the relevant periods also include a calculation of total return +based on the change in our net asset value from period to period. The total return limitation for purposes of the incentive compensation calculations was based +on the stated elements of return: ordinary income before incentive compensation, realized capital gain and loss and unrealized capital appreciation and +depreciation. It differs from the total return based on the market value or net asset value of our shares in that it was a cumulative measurement that is compared +to our daily weighted-average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in +that it excludes incentive compensation. +Incentive Compensation pursuant to the current investment management agreement +Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary +income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital +depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive +compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive +compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed common equity. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the termination date). +For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, 2012. +The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component. +17 +The secret instrument is a "guitar". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_19.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..67a7b2c22d9137d2acbd04ebfccb4fed1679204e --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_19.txt @@ -0,0 +1,24 @@ + +For purposes of the foregoing computations, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company and any other items affecting net asset value per share of the Company for the +period (other than incentive compensation), in each case determined on an accrual and consolidated basis. +The financial highlights in the notes to our financial statements include a calculation of total return based on the change in the market value of our shares. +The financial highlights in the notes to our financial statements also include a calculation of total return based on the change in our net asset value from period +to period. The total return hurdle for purposes of the incentive compensation calculations is based on the stated elements of return as defined above, and differs +from the total return based on the market value or net asset value of our shares in that it is a cumulative measurement that is compared to our daily weighted- +average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in that it excludes incentive +compensation. +18 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_20.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e193f22e0543211451274c25950674448571f2d --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_20.txt @@ -0,0 +1,37 @@ + +Examples of Incentive Compensation Calculation +Example 1: Income Portion of Incentive Compensation: +Assumptions +• Total return hurdle(1) = 7% +Alternative 1 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 11.5% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 9% +iii. cumulative annual total return = 6% +b. Cumulative total return does not exceed total return hurdle, therefore there is no income incentive compensation. +Alternative 2 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.5% +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation + = 17.5% x 7.5% + = 1.3% +c. Total return after incentive compensation = 8.5% - 1.3% + = 7.2% +d. Cumulative ordinary income before incentive compensation is positive and the cumulative total return after incentive compensation exceeds the +total return hurdle, therefore incentive compensation is fully payable. +Alternative 3 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income — (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.0% +(1) Represents 7.0% annualized total return hurdle. +• Management fee = 1.5% +Represents 1.5% annualized management fee, assuming no liabilities and no leverage above 1.0x debt to equity. +• Other expenses (legal, accounting, custodian, transfer agent, etc.) = 1% +Excludes organizational and offering costs. +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation += 17.5% x 7.5% += 1.3% +19 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_21.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4c43d870dd66c79a0f243fa5d1f6cd53b9f55a8 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_21.txt @@ -0,0 +1,36 @@ + +c. Total return after tentative incentive compensation = 8.0% - 1.3% += 6.7% +d. Cumulative ordinary income before incentive compensation is positive and the total return hurdle is less than total return but greater than total +return after tentative incentive compensation, therefore incentive compensation is partially payable and = Total return – total return hurdle += 8.0% - 7.0% += 1.0% +Example 2: Capital Gains Portion of Incentive Compensation: +Alternative 1: +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”). +ii. Year 2: Investment A sold for $50 million and fair market value, or fair market value (“FMV”), of Investment B determined to be $32 million. +Cumulative annual total return of 40%. +iii. Year 3: FMV of Investment B determined to be $25 million. Cumulative annual total return of 15%. +iv. Year 4: Investment B sold for $31 million. Cumulative annual total return of 10%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $5.25 million ($5.25 million = $30 million realized capital gains on sale of Investment A +multiplied by 17.5% and total return hurdle satisfied). +iii. Year 3: None; no realized capital gains. +iv. Year 4: Capital gains incentive compensation of $0.175 million ($31 million cumulative realized capital gains multiplied by 17.5%, less $5.25 +million of capital gains incentive compensation paid in year 2 and total return hurdle satisfied). +Alternative 2 +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 +million investment made in Company C (“Investment C”). +ii. Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 +million. Cumulative annual total return of 15%. +iii. Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million. Cumulative annual total return of 6%. +iv. Year 4: FMV of Investment B determined to be $35 million. Cumulative annual total return of 20%. +v. Year 5: Investment B sold for $40 million. Cumulative annual total return of 20%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $4.375 million; 17.5% multiplied by $25 million ($30 million realized capital gains on +Investment A less $5 million unrealized capital depreciation on Investment B, and the total return hurdle is satisfied). +20 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_22.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..405478b1b4e1f16f4e13062f2e8f07e831ebeb50 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_22.txt @@ -0,0 +1,36 @@ + +iii. Year 3: None as the total return hurdle is not satisfied. +iv. Year 4: Capital gains incentive compensation of $1.75 million ($35 million cumulative realized capital gains (including $5 million of realized +capital gains from year 3 at a time when the total return hurdle was not satisfied and no cumulative unrealized capital depreciation) multiplied by +17.5%, less $4.375 million capital gains incentive compensation paid in year 2, and the total return hurdle is satisfied). +v. Year 5: Capital gains incentive compensation of $1.75 million ($45 million cumulative realized capital gains multiplied by 17.5%, less $6.125 +million in capital gains incentive compensation paid in years 2 and 4, and the total return hurdle is satisfied). +Payment of our expenses +All investment professionals and staff of the Advisor, when and to the extent engaged in providing investment advisory and management services, and the +compensation and routine overhead expenses of such personnel allocable to such services (including health insurance, 401(k) plan benefits, payroll taxes and +other compensation related matters), are provided and paid for by the Advisor. We bear all other costs and expenses of our operations and transactions, including +those relating to: +• our organization; +• calculating our net asset value and net asset value per share (including the cost and expenses of any independent valuation firm); +• expenses, including travel expense, incurred by the Advisor or payable to third parties in performing due diligence on prospective portfolio +companies, monitoring our investments and, if necessary, enforcing our rights; +• interest payable on debt, if any, incurred to finance our investments; +• the costs of all future offerings of common stock and other securities, if any; +• the base management fee and any incentive compensation; +• distributions on our shares; +• administration fees payable under our administration agreement; +• transfer agent and custody fees and expenses; +• the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it; +• amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; +• brokerage fees and commissions; +• registration fees; +• listing fees; +• taxes; +• director fees and expenses; +• costs of preparing and filing reports or other documents with the SEC; +• the costs of any reports, proxy statements or other notices to our stockholders, including printing costs; +• costs of holding stockholder meetings; +• our fidelity bond; +• directors and officers/errors and omissions liability insurance, and any other insurance premiums; +• litigation, indemnification and other non-recurring or extraordinary expenses; +21 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_23.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..6cebd6dd5e4f1659e6d13d8de1c7578cf2295e5c --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_23.txt @@ -0,0 +1,39 @@ + +• direct costs and expenses of administration and operation, including audit and legal costs; +• dues, fees and charges of any trade association of which we are a member; and +• all other expenses reasonably incurred by us or the Administrator in connection with administering our business, such as the allocable portion of +overhead under our administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective +staffs. +From time to time, the Advisor may pay amounts owed by us to third party providers of goods or services. We will subsequently reimburse the Advisor for +such amounts paid on our behalf. +Limitation of liability and indemnification +The investment management agreement provides that the Advisor and its officers, directors, employees and affiliates are not liable to us or any of our +stockholders for any act or omission by it or its employees in the supervision or management of our investment activities or for any loss sustained by us or our +stockholders, except that the foregoing exculpation does not extend to any act or omission constituting willful misfeasance, bad faith, gross negligence or +reckless disregard of its obligations under the investment management agreement. The investment management agreement also provides for indemnification by +us of the Advisor’s members, directors, officers, employees, agents and control persons for liabilities incurred by it in connection with their services to us, +subject to the same limitations and to certain conditions. +Board and stockholder approval of the investment management agreement +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. In its +consideration of the investment management agreement, the Board of Directors focused on information it had received relating to, among other things: (a) the +nature, quality and extent of the advisory and other services to be provided to us by the Advisor; (b) comparative data with respect to advisory fees or similar +expenses paid by other business development companies with similar investment objectives; (c) our financial performance, operating expenses and expense +ratio compared to business development companies with similar investment objectives; (d) any existing and potential sources of indirect income to the Advisor +from its relationships with us and the profitability of those relationships; (e) information about the services performed and the personnel performing such +services under the investment management agreement; (f) the organizational capability and financial condition of the Advisor and its affiliates; (g) the Advisor’s +practices regarding the selection and compensation of brokers that execute our portfolio transactions and the brokers’ provision of brokerage and research +services to our investment advisor; and (h) the possibility of obtaining similar services from other third party service providers or through an internally managed +structure. +Based on the information reviewed and the discussions, the Board of Directors, including a majority of the non-interested directors, concluded that the +investment management fee rates are reasonable in relation to the services to be provided. +Duration and termination +The investment management agreement will remain in effect for a period of two years from the date of stockholder approval and thereafter will remain in +effect from year to year if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting +securities, including, in either case, approval by a majority of our directors who are not interested persons. The investment management agreement will +automatically terminate in the event of its assignment. The investment management agreement may be terminated by either party without penalty upon not less +than 60 days written notice to the other. Any termination by us must be authorized either by our Board of Directors or by vote of our stockholders. See “Risk +Factors — Risks related to our business — We are dependent upon senior management personnel of the Advisor for our future success, and if the Advisor is +unable to retain qualified personnel or if the Advisor loses any member of its senior management team, our ability to achieve our investment objective could be +significantly harmed.” +22 +The secret clothing is a "t-shirt". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_24.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae88e83b264edfbb74d81b2fba12974006410a93 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_24.txt @@ -0,0 +1,46 @@ + +Administration Agreement +We have entered into an administration agreement with the Administrator, which we refer to as the administration agreement, under which the +Administrator provides administrative services to us. The Administrator provides services including, but not limited to, the arrangement for the services of, and +the overseeing of, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, +brokers and dealers, corporate fiduciaries, insurers, banks, stockholders and such other persons in any such other capacity deemed to be necessary or desirable. +The Administrator also makes reports to the board of its performance of obligations under the administration agreement and furnishes advice and +recommendations with respect to such other aspects of our business and affairs that we determine to be desirable. The Administrator is responsible for our +financial and other records that are required to be maintained and prepares all reports and other materials required by any agreement or to be filed with the +Securities and Exchange Commission or any other regulatory authority, including reports on Forms 8-K, 10-Q, 10-K and periodic reports to stockholders, +determining the amounts available for distribution as dividends and distributions to be paid by us to our stockholders, reviewing and implementing any share +purchase programs authorized by the board, maintaining or overseeing the maintenance of our books and records as required under the 1940 Act, and +maintaining (or overseeing maintenance by other persons) such other books and records required by law or for our proper operation. For providing these +services, facilities and personnel, we reimburse the Administrator for expenses incurred by the Administrator in performing its obligations under the +administration agreement, including our allocable portion of overhead under the administration agreement and the cost of certain of our officers and the +Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we +are required to provide such assistance. From time to time, the Administrator may pay amounts owed by us to third-party providers of goods or services. We +subsequently reimburse the Administrator for such amounts paid on our behalf. +Leverage +Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating +Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in +senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing +in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding +Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible +unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 +million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and bears interest at (a) LIBOR plus an +applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either +0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion +of the Operating Facility above the minimum utilization amount from 0.50% per annum to 0.375% per annum. In addition to amounts due on outstanding debt, +the Operating Facility accrues commitment fees of 0.375% per annum on the unused portion above the minimum utilization of the facility, or 0.50% per annum +on the unused portion that is below the minimum utilization of the total facility until March 1, 2022, the date on which the March 2022 Convertible Notes were +terminated in full, after which time they accrue at a rate of 2.00% per annum. The Operating Facility includes a $100 million accordion feature which allows for +expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. +On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of +0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be +terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants. +The Funding Facility II matures on August 4, 2027, subject to extension by the lender at the request of TCPC Funding II, and contains an accordion feature +which allows for expansion of the facility up to $250.0 million subject to consent from the lender and other customary conditions. Borrowings under Funding +Facility II bear interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirements, plus a 0.35% fee on drawn amounts and an +administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the unused portion of the facility. +Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of +2.00% per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues a 0.35% +fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the +unused portion of the facility. +23 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_25.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..65a40f1f9162a290c347ead91540b44be01c686e --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_25.txt @@ -0,0 +1,38 @@ + +On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027, and updated interest to a rate +of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%. The facility may be terminated, and any outstanding amounts thereunder may +become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. +On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that matured on March 1, 2022. The 2022 Convertible +Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, the Funding Facility II and the SBA +Debentures, and ranked pari passu with the 2022 Notes and 2024 Notes. The Company did not have the right to redeem the 2022 Convertible Notes prior to +maturity. The 2022 Convertible Notes bore interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes +could have been converted into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at +the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible +Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. +The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. Prior to +its maturity on March 1, 2022, the principal amount of the 2022 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing +price of the Company’s common stock. Therefore, no additional shares were added to the calculation of diluted earnings per common share and weighted +average common shares outstanding. +On August 4, 2017, the Company issued $125.0 million of unsecured notes with a maturity date of August 11, 2022, unless previously repurchased or +redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of +the 2022 Notes for a total aggregate principal amount of $175.0 million. The 2022 Notes bore interest at an annual rate of 4.125% and were redeemed at a price +equal to par plus a "make whole" premium, and accrued and unpaid interest on September 17, 2021. +On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed +in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of the 2024 +Notes and on October 2, 2020, the Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 +million. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility II and the +SBA Debentures, and rank pari passu with the 2026 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price +equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024 +Notes bear interest at an annual rate of 3.900%, payable semi-annually. +On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 6, 2026, unless previously repurchased or redeemed +in accordance with their terms. On August 27, 2021, the Company issued an additional $150.0 million of the 2026 Notes, at a premium to par, for a total +outstanding aggregate principal amount of $325.0 million. The 2026 Notes are general unsecured obligations of the Company and rank structurally junior to the +Operating Facility, Funding Facility II and the SBA Debentures, and rank pari passu with the 2024 Notes. The 2026 Notes may be redeemed in whole or part at +the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2026 Notes, and +any accrued and unpaid interest. The 2026 Notes bear interest at an annual rate of 2.850%, payable semi-annually. +The SBIC is able to issue up to $160.0 million in debt under the SBA Debentures, subject to funded regulatory capital and other customary regulatory +requirements. SVCP has committed $87.5 million of regulatory capital to the SBIC, all of which had been funded at December 31, 2023. Debt issued under the +SBA Debentures is non-recourse and may be prepaid at any time without penalty. The interest rate on such debt is fixed at the time of issuance at a market- +driven spread over 10-year U.S. Treasury Notes. +The Leverage Program is subject to certain financial or other covenants. As of December 31, 2023, we were in full compliance with such covenants. +24 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_26.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..d0b3d1d49c3849f6cee9db12f62f921019ecde71 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_26.txt @@ -0,0 +1,18 @@ + +Sarbanes-Oxley Act of 2002 +The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these +requirements affect us. For example: +• Pursuant to Rule 13a-14 of the 1934 Act, our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial +statements contained in our periodic reports; +• Pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and +procedures; +• Pursuant to Rule 13a-15 of the 1934 Act, our management must prepare a report regarding its assessment of our internal control over financial +reporting; and +• Pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the 1934 Act, our periodic reports must disclose whether there were significant +changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, +including any corrective actions with regard to significant deficiencies and material weaknesses. +The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the +regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will +take actions necessary to ensure that we are in compliance therewith. +25 +The secret flower is a "rose". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_27.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..546a4dcdc0af96e2f91e6f60c6cfb863ab597cb0 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_27.txt @@ -0,0 +1,48 @@ + +Item 1A. Risk Factors +Investing in our securities may be speculative and involves a high degree of risk. You should carefully consider these risk factors, together with all of the +other information included in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes thereto. The risks set out +below are not the only risks we face. If any of the following events occur, our business, financial condition and results of operations could be materially +adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment in +us. +Risks related to our business +Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial condition +and earnings. +General economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, supply chain disruptions, labor +shortages, energy and other resource shortages, changes in laws, trade barriers, currency exchange controls and national and international political +circumstances, may have long-term negative effects on the U.S. and worldwide financial markets and economy. These conditions have resulted in, and in many +cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack of price transparency, with many securities remaining +illiquid and of uncertain value. Such market conditions may adversely affect the Company, including by making valuation of some of the Company’s securities +uncertain and/or result in sudden and significant valuation increases or declines in the Company’s holdings. If there is a significant decline in the value of the +Company’s portfolio, this may impact the asset coverage levels for the Company’s outstanding leverage. + Risks resulting from any future debt or other economic crisis could also have a detrimental impact on the global economy, the financial condition of +financial institutions and our business, financial condition and results of operation. Market and economic disruptions have affected, and may in the future affect, +consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. +To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial +condition and results of operations could be significantly and adversely affected. Downgrades to the credit ratings of major banks could result in increased +borrowing costs for such banks and negatively affect the broader economy. Moreover, Federal Reserve policy, including with respect to certain interest rates, +may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, high interest rates and/or a return to +unfavorable economic conditions could impair the Company’s ability to achieve its investment objective. + The occurrence of events similar to those in recent years, such as localized wars, instability, new and ongoing pandemics (such as COVID-19), epidemics +or outbreaks of infectious diseases in certain parts of the world, and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global +health epidemics, terrorist attacks in the U.S. and around the world, social and political discord, debt crises sovereign debt downgrades, increasingly strained +relations between the U.S. and a number of foreign countries, new and continued political unrest in various countries, the exit or potential exit of one or more +countries from the EU or the EMU, continued changes in the balance of political power among and within the branches of the U.S. government, government +shutdowns, among others, may result in market volatility, may have long term effects on the U.S. and worldwide financial markets, and may cause further +economic uncertainties in the U.S. and worldwide. +In particular, the impact on inflation and increased disruption to supply chains and energy resources may impact our portfolio companies, result in an +economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the +form of traditional military action, reignited "cold" wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts +and consequences and have an adverse impact on the Company's returns and net asset value. In response to the conflict between Russia and Ukraine, the U.S. +and other countries have imposed sanctions or other restrictive actions against Russia, Russian-backed separatist regions in Ukraine, and certain banks, +companies, government officials and other individuals in Russia and Belarus. In addition, the ongoing conflict between Israel and Palestine may cause +exacerbated volatility and disruptions to both the domestic and global economy, spawn additional conflicts, result in possible sanctions and countersanctions, +and trigger retaliatory cyberattacks. Any of the above factors, as well as other governmental actions, could have an adverse impact on macroeconomic factors +that affect the Company and our portfolio companies' businesses, financial conditions, cashflows, and operations. We cannot predict the nature, magnitude and +duration of the hostilities stemming from these conflicts. Prolonged unrest, military activities, or broad-based sanctions could have a material adverse effect on +our portfolio companies. Such consequences also may increase our funding cost or limit our access to the capital markets. + The current political climate has intensified concerns about a potential trade war between China and the U.S., as each country has imposed tariffs on the +other country’s products. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price +reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on our +performance. U.S. companies that source material and goods +26 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_30.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..bccb6202b91e8a911ecabdbb4d52ec885457d6d8 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_30.txt @@ -0,0 +1,49 @@ + +For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the +California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed +SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver +for SVB and Signature. Similarly, on May 1, 2023 the FDIC announced that the CDFPI had closed First Republic Bank, the FDIC had seized its assets and JP +Morgan Chase had agreed to purchase First Republic’s assets at auction. We cannot assure you of the response of any government or regulator to such +developments, and any response may not be as favorable to industry participants as the measures currently being pursued. The collapse of SVB and Signature +could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital +markets, including business development companies such as us, and complying with the requirements of any such rules or regulations may be burdensome. +Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from +our Advisor. +Price declines and illiquidity in the corporate debt markets have adversely affected, and may in the future adversely affect, the fair value of our portfolio +investments, reducing our net asset value through increased net unrealized depreciation. +Pursuant to Rule 2a-5 under the 1940 Act, the Company's Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation +Designee”) to perform certain fair value functions, including performing fair value determinations (see Note 2 to the Company’s consolidated financial +statements for further information). As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as +determined in good faith by the Valuation Designee. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation, +which reduces our net asset value. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in +future periods, which could have a material adverse impact on our business, financial condition and results of operations. +Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +Changes enacted by the current presidential administration could significantly impact the regulation of financial markets in U.S. Areas subject to potential +change, amendment or repeal include trade and foreign policy, corporate tax rates, energy and infrastructure policies, the environment and sustainability, +criminal and social justice initiatives, immigration, healthcare and the oversight of certain federal financial regulatory agencies and the Federal Reserve. Certain +of these changes can be, and have been, effectuated through executive order. Other potential changes that could be pursued by the current presidential +administration could include an increase in the corporate income tax rate; changes to regulatory enforcement priorities; and spending on clean energy and +infrastructure. It is not possible to predict which, if any, of these actions will be taken or, if taken, their effect on the economy, securities markets or the financial +stability of the U.S. The Company may be affected by governmental action in ways that are not foreseeable, and there is a possibility that such actions could +have a significant adverse effect on the Company and its ability to achieve its investment objective. +Additional risks arising from the differences in expressed policy preferences among the various constituencies in the branches of the U.S. government has +led in the past, and may lead in the future, to short-term or prolonged policy impasses, which could, and has, resulted in shutdowns of the U.S. federal +government. U.S. federal government shutdowns, especially prolonged shutdowns, could have a significant adverse impact on the economy in general and could +impair the ability of issuers to raise capital in the securities markets. Any of these effects could have a material adverse effect on our business, financial +condition and results of operations. +In addition, the rules dealing with the U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the +IRS and the U.S. Treasury Department. The Tax Cuts and Jobs Act made substantial changes to the Code. Among those changes were a significant permanent +reduction in the generally applicable corporate tax rate, changes in the taxation of individuals and other non-corporate taxpayers that generally but not +universally reduce their taxes on a temporary basis subject to “sunset” provisions, the elimination or modification of various previously allowed deductions +(including substantial limitations on the deductibility of interest and, in the case of individuals, the deduction for personal state and local taxes), certain +additional limitations on the deduction of net operating losses, certain preferential rates of taxation on certain dividends and certain business income derived by +non-corporate taxpayers in comparison to other ordinary income recognized by such taxpayers, and significant changes to the international tax rules. In +addition, the Biden administration has indicated that it intends to modify key aspects of the Code, including by increasing corporate and individual tax rates. +The effect of these and other changes is uncertain, both in terms of the direct effect on the taxation of an investment in the Company’s shares and their indirect +effect on the value of the Company’s assets, the Company’s shares or market conditions generally. +Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us. +There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There remains +uncertainty about the future relationship between the U.S. and other countries with respect to the trade policies, treaties and tariffs. These developments, or the +perception that any of them could occur, may have a material adverse effect on global +29 +The secret tool is a "hammer". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_31.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d96af3b8575933364ac2093f0918a118595c764 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_31.txt @@ -0,0 +1,46 @@ + +economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted +nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a +material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us. +Uncertainty regarding the implementation of the EU and UK's Trade and Cooperation Agreement could negatively impact our business, financial +condition and earnings. +The EU and UK's Trade and Cooperation Agreement ("UK/EU Trade Agreement") was implemented starting on May 1, 2021 and set out the economic and +legal framework for trade between the United Kingdom and the EU after the United Kingdom's 2020 withdrawal from the EU. As the UK/EU Trade Agreement +is still a fairly new legal framework, the continuing implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of +volatility in both the United Kingdom and wider European markets. Furthermore, there is the possibility that either party may impose tariffs on trade in the +future in the event that regulatory standards between the EU and the UK diverge. The terms of the future relationship may cause continued uncertainty in the +global financial markets, and adversely affect our ability, and the ability of our portfolio companies, to execute our respective strategies and to receive attractive +returns. +Changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial +condition and results of operations. +Our debt investments are generally based on floating rates, such as London Interbank Offer Rate ("LIBOR"), EURIBOR, Secured Overnight Financing +Rate ("SOFR"), the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the +value of our common stock and our rate of return on invested capital. To curb inflation, the Federal Reserve raised interest rates 1.00% in aggregate over the +course of 2023, increasing the cost of borrowed funds for the Company and the underlying portfolio companies we are investing in. In December 2023, the +Federal Reserve voted to pause interest rate hikes. Federal Reserve officials indicated that interest rate reductions may be warranted in 2024. There is no +guarantee that the Federal Reserve will reduce rates in 2024, especially if inflation increases again. +If the Federal Reserve resumes increases to interest rates, the cost of borrowing for the companies in which we invest will increase and may make them +less profitable, which generally would decrease the value of our investments in them. In addition, although we generally expect to invest a limited percentage of +our assets in instruments with a fixed interest rate, including subordinated loans, senior and junior secured and unsecured debt securities and loans in high yield +bonds, an increase in interest rates could decrease the value of those fixed rate investments. Rising interest rates may also increase the cost of debt for our +underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to the Company. Also, an +increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which +could reduce the value of our common stock. +Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference +between the rate at which we borrow funds or pay dividends on preferred stock and the rate that our investments yield. As a result, we can offer no assurance +that a significant change in market interest rates will not have a material adverse effect on our net investment income. In this period of high interest rates, our +cost of funds may increase except to the extent we have issued fixed rate debt or preferred stock, which could reduce our net investment income. +You should also be aware that a change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of +our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold and may result in a +substantial increase in the amount of Incentive Fees payable to our Advisor with respect to the portion of the Incentive Fee based on income. + +We are subject to risks associated with artificial intelligence and machine learning technology. +Recent technological advances in artificial intelligence and machine learning technology pose risks to our Company and our portfolio investments. Our +Company and our portfolio investments could be exposed to the risks of artificial intelligence and machine learning technology if third-party service providers +or any counterparties, whether or not known to our Company, also use artificial intelligence and machine learning technology in their business activities. We +and our portfolio companies may not be in a position to control the use of artificial intelligence and machine learning technology in third-party products or +services. +Use of artificial intelligence and machine learning technology could include the input of confidential information in contravention of applicable policies, +contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party artificial intelligence and +machine learning technology applications and users. +30 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_32.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..4aa553afa038b7f27bb38ac3933567de2df2c83c --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_32.txt @@ -0,0 +1,44 @@ + +Independent of its context of use, artificial intelligence and machine learning technology is generally highly reliant on the collection and analysis of large +amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that artificial intelligence and machine learning technology +utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be +inadequate or flawed, which would be likely to degrade the effectiveness of artificial intelligence and machine learning technology. To the extent that we or our +portfolio investments are exposed to the risks of artificial intelligence and machine learning technology use, any such inaccuracies or errors could have adverse +impacts on our Company or our investments. +Artificial intelligence and machine learning technology and its applications, including in the private investment and financial sectors, continue to develop +rapidly, and it is impossible to predict the future risks that may arise from such developments. +We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been affiliated. +The 1940 Act imposes numerous constraints on the investment activities of BDCs. For example, BDCs are required to invest at least 70% of their total +assets primarily in securities of U.S. private companies or thinly traded public companies (public companies with a market capitalization of less than $250 +million), cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. These constraints may hinder our +Advisor’s ability to take advantage of attractive investment opportunities and to achieve our investment objectives. In addition, the investment philosophy and +techniques used by our Advisor may differ from those used by other investment companies and funds advised by our Advisor. Accordingly, we can offer no +assurance that we will replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated, and we caution that our investment returns could be substantially lower than the returns achieved by such other companies. +We are not managed by BlackRock, but rather one of its subsidiaries and may not replicate the success of that entity or BlackRock. +Our investment strategies differ from those of BlackRock or its affiliates. As a BDC, we are subject to certain investment restrictions that do not apply to +BlackRock. Our performance may be lower or higher than the performance of other entities managed by BlackRock or its affiliates and their past performance +is no guarantee of our future results. +Our business model depends upon the development and maintenance of strong referral relationships with other asset managers and investment banking +firms. +We are substantially dependent on our informal relationships, which we use to help identify and gain access to investment opportunities. If we fail to +maintain our relationships with key firms, or if we fail to establish strong referral relationships with other firms or other sources of investment opportunities, we +will not be able to grow our portfolio of investments and achieve our investment objective. In addition, persons with whom we have informal relationships are +not obligated to inform us of investment opportunities, and therefore such relationships may not lead to the origination of equity or other investments. Any loss +or diminishment of such relationships could effectively reduce our ability to identify attractive portfolio companies that meet our investment criteria, either for +direct investments or for investments through private secondary market transactions or other secondary transactions. +The Advisor’s liability is limited under the investment management agreement, and we are required to indemnify the Advisor against certain liabilities, +which may lead the Advisor to act in a riskier manner on our behalf than it would when acting for its own account. +The Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not +be responsible for any action of our Board of Directors in declining to follow the Advisor’s advice or recommendations. Pursuant to the investment management +agreement, the Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other +person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, bad faith, gross +negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect the Advisor and its members and their +respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it with respect to all +damages, liabilities, costs and expenses resulting from acts of the Advisor not arising out of willful misfeasance, bad faith, gross negligence or reckless +disregard in the performance of their duties under the investment management agreement. These protections may lead the Advisor to act in a riskier manner +when acting on our behalf than it would when acting for its own account. +We may suffer credit losses. +Investment in middle-market companies is highly speculative and involves a high degree of risk of credit loss, and therefore our securities may not be +suitable for someone with a low tolerance for risk. These risks are likely to increase during an economic recession. +31 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_33.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..852e6af6b6acc157ced834f8330ef4e1cc52fc0e --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_33.txt @@ -0,0 +1,46 @@ + +Our use of borrowed funds, including under the Leverage Program, to make investments exposes us to risks typically associated with leverage. +The Company borrows money, both directly and indirectly through SVCP, TCPC Funding II and the SBIC. As a result: +• our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on +the value of our common stock than if we did not use leverage; +• adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of leverage; +• we, and indirectly our common stockholders, bear the entire cost of issuing and paying interest or dividends on any borrowed funds issued by us +or our subsidiaries; and +• our ability to pay dividends on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to +service indebtedness would not be available for such dividends. +The use of leverage creates increased risk of loss and is considered a speculative investment technique. The use of leverage magnifies the potential gains +and losses from an investment and increases the risk of loss of capital. To the extent that income derived by us from investments purchased with borrowed funds +is greater than the cost of borrowing, our net income will be greater than if borrowing had not been used. Conversely, if the income from investments purchased +from these sources is not sufficient to cover the cost of the leverage, our net investment income will be less than if leverage had not been used, and the amount +available for ultimate distribution to the holders of common stock will be reduced. The extent to which the gains and losses associated with leveraged investing +are increased will generally depend on the degree of leverage employed. We may, under some circumstances, be required to dispose of investments under +unfavorable market conditions in order to maintain our leverage, thus causing us to recognize a loss that might not otherwise have occurred. In the event of a +sale of investments upon default under our borrowing arrangements, secured creditors will be contractually entitled to direct such sales and may be expected to +do so in their interest, rather than in the interests of the holders of common stock. Holders of common stock will incur losses if the proceeds from a sale in any +of the foregoing circumstances are insufficient, after payment in full of amounts due and payable on leverage, including administrative expenses, to repay such +holders investments in our common stock. As a result, you could experience a total loss of your investment. Any decrease in our revenue would cause our net +income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common stock. The +ability to service any debt that we have or may have outstanding depends largely on our financial performance and is subject to prevailing economic conditions +and competitive pressures. There is no limitation on the percentage of portfolio investments that can be pledged to secure borrowings. The amount of leverage +that we employ at any particular time will depend on our Advisor’s and our board of director’s assessments of market and other factors at the time of any +proposed borrowing. +In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, +could accelerate repayment under the SVCP Facility and Funding Facility II, thereby materially and adversely affecting our liquidity, financial condition +and results of operations. +Under the Leverage Program, we must comply with certain financial and operational covenants. These covenants include: +• restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets; +• restrictions on our ability to make distributions and other restricted payments under certain circumstances; +• restrictions on extraordinary events, such as mergers, consolidation and sales of assets; +• restrictions on our ability to incur liens and incur indebtedness; and +• maintenance of a minimum level of stockholders’ equity. +In addition, by limiting the circumstances in which borrowings may occur under the SVCP Facility and Funding Facility II, the credit agreements related +to such facilities (the “Credit Agreements”) in effect provide for various asset coverage, credit quality and diversification limitations on our investments. Such +limitations may cause us to be unable to make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and +consequently impair our profitability or increase losses or result in adverse tax consequences. As of February 29, 2024, we were in compliance with these +covenants. However our continued compliance with these covenants depends on many factors, some of which are beyond our control. +Accordingly, there are no assurances that we will continue to comply with the covenants in the Credit Agreements. Failure to comply with these covenants +would result in a default under the Credit Agreements which, if we were unable to obtain a waiver from the respective lenders thereunder, could result in an +acceleration of repayments under the Credit Agreements. +The Operating Facility also has certain “key man” provisions. For example, it is an event of default if the Advisor is controlled by any person or group +other than (i) a wholly-owned subsidiary of BlackRock, Inc. or (ii) any two of listed individuals (or any replacement +32 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_34.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..1bccb6584a8652d6f18215add5d4b126502a9883 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_34.txt @@ -0,0 +1,45 @@ + +manager or individual reasonably acceptable to the administrative agent and approved by the required lenders), provided that if the Advisor is no longer under +the control of at least two of such four individuals (or their previously approved replacements) through an event resulting in the death or disability of such +individuals, the Advisor has 60 calendar days to replace such individuals with other managers or individuals reasonably acceptable to the administrative agent +and approved by the required lenders, provided further that a default (but not an event of default) shall be deemed to exist during such period. +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and the Funding Facility II matures on August +4, 2027, subject to extension by the lender at the request of TCPC Funding II. Any inability to renew, extend or replace the Operating Facility and/or +Funding Facility II could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders. +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP. Borrowings under the Operating Facility +generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the +borrowing base to the facility commitments, subject to certain limitations. Funding Facility II matures on August 4, 2027, subject to extension by the lender at +the request of TCPC Funding II. Borrowings under the Funding Facility II generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.15%, +plus a margin of 2.05%, subject to certain funding requirements, plus an administrative fee of 0.15% per annum. We do not currently know whether we will +renew, extend or replace the Operating Facility and Funding Facility II upon their maturities or whether we will be able to do so on terms that are as favorable +as the Operating Facility and Funding Facility II. In addition, we will be required to liquidate assets to repay amounts due under the Operating Facility and +Funding Facility II if we do not renew, extend or replace the Operating Facility and Funding Facility II prior to their respective maturities. +Upon the termination of the Operating Facility and Funding Facility II, there can be no assurance that we will be able to enter into a replacement facility +on terms that are as favorable to us, if at all. Our ability to replace the Operating Facility and Funding Facility II may be constrained by then-current economic +conditions affecting the credit markets. In the event that we are not able to replace the Operating Facility and Funding Facility II at the time of their maturity, +this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our +ability to qualify as a RIC. +The creditors under the Operating Facility and Funding Facility II have a first claim on all of the Company’s assets included in the collateral for the +respective facilities. +Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders. Substantially all of our current assets have been +pledged as collateral under the SVCP Facility and Funding Facility II. If an event of default occurs under either of the SVCP Facility and Funding Facility II, +the respective lenders would be permitted to accelerate amounts due under the respective facilities and liquidate our assets to pay off amounts owed under the +respective facilities and limitations would be imposed on us with respect to the purchase or sale of investments. Such limitations may cause us to be unable to +make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and consequently impair our profitability or +increase our losses or result in adverse tax consequences. +In the event of the dissolution of the Company or otherwise, if the proceeds of the Company’s assets (after payment in full of obligations to any such +debtors) are insufficient to repay capital invested in us by the holders of the common stock, no other assets will be available for the payment of any deficiency. +None of our Board of Directors, the Advisor or any of their respective affiliates, have any liability for the repayment of capital contributions made to the +Company by the holders of common stock. Holders of common stock could experience a total loss of their investment in the Company. +Lenders under the Operating Facility may have a veto power over the Company’s investment policies. +If a default has occurred under the Operating Facility, the lenders under the Operating Facility may veto changes in investment policies. The Operating +Facility also has certain limitations on unusual types of investments such as commodities, real estate and speculative derivatives, which are not part of the +Company’s investment strategy or policies in any event. +The SBIC may be unable to make distributions to us that will enable us to meet or maintain RIC status, which could result in the imposition of an entity- +level tax. +In order for us to continue to qualify for RIC tax treatment and to minimize corporate-level taxes, we will be required to distribute substantially all of our +net ordinary income and net capital gain income, including income from certain of our subsidiaries, which includes the income from the SBIC. We will be +partially dependent on the SBIC for cash distributions to enable us to meet the RIC distribution requirements. The SBIC may be limited by the Small Business +Investment Act of 1958, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to enable us to maintain our +status as a RIC. We may have to +33 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_35.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..6dcbee203ad38366fc50e52bf64768679905bd5c --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_35.txt @@ -0,0 +1,44 @@ + +request a waiver of the SBA’s restrictions for the SBIC to make certain distributions to maintain our eligibility for RIC status. We cannot assure you that the +SBA will grant such a waiver and if the SBIC is unable to obtain a waiver, compliance with the SBA regulations may result in loss of RIC tax treatment and a +consequent imposition of an entity-level tax on us. +The SBIC is subject to SBA regulations, and any failure to comply with SBA regulations could have an adverse effect on our operations. +On April 22, 2014, the SBIC received an SBIC license from the SBA. The SBIC license allows the SBIC to obtain leverage by issuing SBA-guaranteed +debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest +only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid +prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market- +driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in +the event we liquidate the SBIC or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC upon an event of default. +Under current SBA regulations, a licensed SBIC can provide capital to those entities that have a tangible net worth not exceeding $19.5 million and an +average annual net income after Federal income taxes not exceeding $6.5 million for the two most recent fiscal years. In addition, a licensed SBIC must devote +25% of its investment activity to those entities that have a tangible net worth not exceeding $6.0 million and an average annual net income after Federal income +taxes not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standard criteria to determine eligibility, +which depend on the industry in which the business is engaged and are based on factors such as the number of employees and gross sales. The SBA regulations +permit licensed SBICs to make long term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and +advisory services. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from +providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBA requirements may cause the SBIC to forego +attractive investment opportunities that are not permitted under SBA regulations. +Further, the SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant +SBA regulations. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or any transfers of the capital stock of a licensed SBIC. If +the SBIC fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures, +declare outstanding debentures immediately due and payable, and/or limit it from making new investments. In addition, the SBA can revoke or suspend a +license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the Small Business Investment Act of 1958 or any rule or +regulation promulgated thereunder. The Advisor, as the SBIC’s investment adviser, does not have any previous experience managing an SBIC. Its limited +experience in complying with SBA regulations may hinder its ability to take advantage of the SBIC’s access to SBA-guaranteed debentures. Any failure to +comply with SBA regulations could have an adverse effect on our operations. +SBA regulations limit the outstanding dollar amount of SBA-guaranteed debentures that may be issued by an SBIC or group of SBICs under common +control. +The SBA regulations currently limit the dollar amount of SBA-guaranteed debentures that can be issued by any one SBIC to $175.0 million or to a group +of SBICs under common control to $350.0 million. +An SBIC may not borrow an amount in excess of two times (and in certain cases, up to three times) its regulatory capital. As of December 31, 2023, the +SBIC had $150.0 million in SBA-guaranteed debentures outstanding. If we reach the maximum dollar amount of SBA-guaranteed debentures permitted, and if +we require additional capital, our cost of capital may increase, and there is no assurance that we will be able to obtain additional financing on acceptable terms. +Moreover, the current status of the SBIC as an SBIC does not automatically assure that the SBIC will continue to receive SBA-guaranteed debenture +funding. Receipt of SBA leverage funding is dependent upon the SBIC continuing to be in compliance with SBA regulations and policies and available SBA +funding. The amount of SBA leverage funding available to SBICs is dependent upon annual Congressional authorizations and in the future may be subject to +annual Congressional appropriations. There can be no assurance that there will be sufficient debenture funding available at the times desired by the SBIC. +The debentures guaranteed by the SBA have a maturity of ten years and require semi-annual payments of interest. The SBIC will need to generate +sufficient cash flow to make required interest payments on the debentures. If the SBIC is unable to meet their financial obligations under the debentures, the +SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in the event we liquidate the SBIC or the SBA exercises its remedies +under such debentures as the result of a default by us. +34 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_36.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..3521df89898e654213107c96e98f7b32713d0aa5 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_36.txt @@ -0,0 +1,46 @@ + +The disposition of our investments may result in contingent liabilities. +Most of our investments will involve private securities. In connection with the disposition of an investment in private securities, we may be required to +make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may +also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain +potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of +certain distributions previously made to us. As of December 31, 2023, the Company is not aware of any contingent liabilities. +Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +As a BDC regulated under the 1940 Act, we are generally required to maintain a certain asset coverage for senior securities representing indebtedness (i.e., +debt) or stock (i.e., preferred stock). +Following receipt of the necessary stockholder and Board approvals, effective February 9, 2019, the minimum asset coverage ratio requirement was +reduced from 200% to 150%, pursuant to Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act (the "SBCAA") (i.e., from +a 1:1 debt to equity ratio to a 2:1 debt to equity ratio). Therefore, we may be able to issue an increased amount of senior securities and incur additional +indebtedness in the future and, therefore, your risk of an investment in shares of our common stock may increase. +If our asset coverage falls below the required limit, we will not be able to incur additional debt until we are able to comply with the asset coverage +applicable to us. This could have a material adverse effect on our operations, and we may not be able to make distributions to stockholders. The actual amount +of leverage that we employ will depend on our and our Board of Directors’ assessment of market and other factors at the time of any proposed borrowing. We +cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. +We have indebtedness outstanding pursuant to the Leverage Program and expect, in the future, to borrow additional amounts under the Operating Facility +and Funding Facility II and may increase the size of the Operating Facility and Funding Facility II or enter into other borrowing arrangements. +In the case of a liquidation event, those lenders would receive proceeds before our stockholders. In addition, borrowings, also known as leverage, magnify +the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our common stock. Leverage is generally +considered a speculative investment technique. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common +stock to increase more than it otherwise would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause the net asset +value attributable to our common stock to decline more than it otherwise would have had we not leveraged. Similarly, any increase in our revenue in excess of +interest expense on our borrowed funds would cause our net income to increase more than it would without the leverage. Any decrease in our revenue would +cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our +common stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and +competitive pressures. +Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net +of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below. The calculation is based +on our level of leverage at December 31, 2023, which represented borrowings equal to 58.2% of our total assets. On such date, we also had $1,698.8 million in +total assets; $1,554.9 million in total investments; an average cost of funds of 4.29% based on contractual terms at December 31, 2023; $988.6 million +aggregate principal amount of debt outstanding; and $687.6 million of total net assets. In order to compute the “Corresponding Return to Common +Stockholders,” the “Assumed Return on Portfolio (Net of Expenses Other than Interest)” is multiplied by the total value of our investment portfolio at +December 31, 2023 to obtain an assumed return to us. From this amount, interest expense (calculated by multiplying the weighted-average interest rate of +4.29% by the $988.6 million of debt) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the +total value of our net assets at December 31, 2023 to determine the “Corresponding Return to Common Stockholders.” Actual interest payments may vary. + +Assumed Return on Portfolio (Net of Expenses + Other than Interest) (10)% (5)% —% 5% 10% +Corresponding Return to Common Stockholders (29)% (17)% (6)% 5% 16% +The assumed portfolio return in the table is based on SEC regulations and is not a prediction of, and does not represent, our projected or actual +performance. The table also assumes that we will maintain a constant level of leverage. The amount of leverage that we use will vary from time to time. +35 +The secret drink is "coffee". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_37.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..ddd020928dc78646b7b0fd51a7b5032f4818284f --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_37.txt @@ -0,0 +1,43 @@ + +The lack of liquidity in our investments may adversely affect our business. +We make investments in private companies. A portion of these investments may be subject to legal and other restrictions on resale, transfer, pledge or other +disposition or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments +if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we +have previously recorded our investments. In addition, we face other restrictions on our ability to liquidate an investment in a business entity to the extent that +we or the Advisor has or could be deemed to have material non-public information regarding such business entity. +A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in accordance with +our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be uncertainty regarding the +value of our portfolio investments. +The debt and equity investments that we make for which market quotations are not readily available will be valued at fair value as determined using a +consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors. The +Valuation Designee approves in good faith the valuation of such securities. Due to the inherent uncertainty of determining the fair value of investments that do +not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily +available market value existed for such investments, and the differences could be material. Our net asset value could be adversely affected if determinations +regarding the fair value of these investments were materially higher than the values ultimately realized upon the disposal of such investments. +Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +We borrow money and may issue additional debt securities or preferred stock to leverage our capital structure. As a result: +• our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on +the value of our common stock than if we did not use leverage; +• adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage; +• such securities are governed by an indenture or other instrument containing covenants restricting our operating flexibility; +• we, and indirectly our stockholders, bear the cost of issuing and paying interest or making distributions on such securities; +• any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common +stock; and +• our ability to make distributions on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to +service indebtedness or preferred stock may not be available for such distributions. +A portion of our distributions to stockholders may include a return of stockholder capital. +We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. A portion of such distributions may +include a return of stockholder capital. Distributions in excess of our current and accumulated earnings and profits are considered non-taxable distributions and +serve to reduce the basis of our shares in the hands of the stockholders rather than being currently taxable, and as a result of the reduction of the basis of our +shares, stockholders may incur additional capital gains taxes or may have lower capital losses. +We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income. +In accordance with U.S. GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, +which represents contractual interest added to the loan balance and due at the end of the loan term. The increases in loan balances as a result of contracted PIK +arrangements are included in income for the period in which such PIK interest was received, which is often in advance of receiving cash payment. We also may +be required to include in income certain other amounts that we will not receive in cash. Any warrants that we receive in connection with our debt investments +are generally valued as part of the negotiation process with the particular portfolio company. As a result, a portion of the aggregate purchase price for the debt +investments and warrants are allocated to the warrants that we receive. This will generally result in “original issue discount,” or OID, for tax purposes, which +we must recognize as ordinary income, increasing the amounts we are required to distribute to qualify for the federal income tax benefits applicable to RICs. +Because such original issue discount income would not be accompanied by cash, we would need to obtain cash from other sources to satisfy such distribution +requirements. If we are unable to obtain cash from other sources to satisfy such distribution +36 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_40.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc201567e31cf2b6f740c23d133ece250dc677ee --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_40.txt @@ -0,0 +1,49 @@ + +Allocation of Expenses. Side-by-side management by the BlackRock Entities of the Company and Client Accounts raises other potential and actual +conflicts of interest, including those associated with allocating expenses attributable to the Company and one or more other Client Accounts. The Advisor and +its affiliates will attempt to make such allocations on a basis that they consider to be fair and equitable to the Company under the circumstances over time and +considering such factors as it deems relevant. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters +of discretion, e.g., in determining whether to allocate pro rata based on number of Client Accounts or proportionately in accordance with asset size, or in certain +circumstances determining whether a particular expense has a greater benefit to the Company, other Client Accounts or the Advisor and/or its affiliates. +Activities of Other Client Accounts. The BlackRock Entities will, from time to time, be actively engaged in transactions on behalf of other Client Accounts +in the same investments, securities, derivatives and other instruments in which the Company will directly or indirectly invest. Trading for certain other Client +Accounts is carried out without reference to positions held directly or indirectly by the Company and may have an effect on the value or liquidity of the +positions so held or may result in another Client Account having an interest in an issuer adverse to that of the Company. +Under certain circumstances and subject to the Order and applicable law, the Company may invest directly or indirectly in a transaction in which one or +more other Client Accounts are expected, or seek, to participate or already have made, or concurrently will make or seek to make, an investment. The Company +and the other Client Accounts may have conflicting interests and objectives in connection with such investments, including with respect to views on the +operations or activities of the project or company involved, the targeted returns from the investment and the timeframe for, and method of, exiting the +investment. For example, the Advisor’s decisions on behalf of other Client Accounts to sell, redeem from or otherwise liquidate a security in which the +Company is invested may adversely affect the Company, including by causing such investment to be less liquid or more concentrated, or by causing the +Company to no longer participate in a controlling position in the investment or to lose the benefit of certain negotiated terms, including, without limitation, fee +discounts. Conflicts will also arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different parts of an issuer’s capital +structure, including circumstances in which one or more Client Accounts may own private securities or obligations of an issuer and other Client Accounts may +own public securities of the same issuer. If an issuer in which the Company, directly or indirectly, and one or more other Client Accounts hold different classes +of securities (or other assets, instruments or obligations issued by such issuer) encounters financial problems, decisions over the terms of any workout will raise +potential conflicts of interests (including, for example, conflicts regarding the terms of recapitalizations and proposed waivers, amendments or enforcement of +debt covenants). As a result, one or more Client Accounts may pursue or enforce rights with respect to a particular issuer in which the Company has directly or +indirectly invested, and those activities may have an adverse effect on the Company. Because of the different legal rights associated with debt and equity of the +same portfolio company, BlackRock expects to face a potential conflict of interest in respect of the advice given to, and the actions taken on behalf of, the +Company versus another Client Account (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of +workouts or bankruptcies). For example, if the Company holds debt securities of an issuer and a Client Account directly or indirectly holds equity securities of +the same issuer, then, if the issuer experiences financial or operational challenges, the Company may seek a liquidation of the issuer in which it may be paid in +full, whereas the Client Account, as a direct or indirect equity holder, might prefer a reorganization that holds the potential to create value for the equity holders. +Similarly, if additional capital is necessary as a result of financial or other difficulties, or to finance growth of other opportunities, subject to the Order and +applicable law and regulation, a Client Account may not provide such additional capital and the Company may do so, or vice versa. In the event of an +insolvency, bankruptcy or similar proceeding of an issuer, the Company may be limited (by applicable law, courts or otherwise) in the positions or actions it +may be permitted to take due to other interests held or actions or positions taken by other Client Accounts. In negotiating the terms and conditions of any such +investments, or any subsequent amendments or waivers, the Advisor and the other BlackRock Entities may find that their own interests, the interests of the +Company and/or the interests of one or more other Client Accounts could conflict. Any of the foregoing conflicts of interest will be discussed and resolved on a +case-by-case basis. The resolution of such conflicts will take into consideration the interests of the relevant parties, the circumstances giving rise to the conflict, +the Order to the extent applicable and applicable law. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the Company and +that the Company could be adversely affected by the actions taken by BlackRock Entities on behalf of Client Accounts. +In order to avoid or reduce the conflicts that may arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different +parts of an issuer’s capital structure, or for other reasons, the Company may choose not to invest in issuers in which other Client Accounts hold an existing +investment, even if the Advisor believes such investment opportunity to be attractive and otherwise appropriate for the Company and is permitted under +applicable law and regulation, which may adversely affect the performance of the Company. +Other transactions by one or more Client Accounts also may have the effect of diluting the values or prices of investments held directly or indirectly by the +Company or otherwise disadvantaging the Company. This may occur when portfolio decisions regarding the Company are based on research or other +information that is also used to support portfolio decisions for other Client Accounts. When a BlackRock Entity implements a portfolio decision or strategy on +behalf of a Client Account other than the Company ahead of, or contemporaneously with, similar portfolio decisions or strategies for the Company (whether or +not the portfolio decisions emanate from +39 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_41.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..9eff388aafe17fe3e3e75e10af614a2f9a2e0628 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_41.txt @@ -0,0 +1,47 @@ + +the same research analysis or other information), market impact, liquidity constraints or other factors could result in the Company receiving less favorable +investment results, and the cost of implementing such portfolio decisions or strategies for the Company could increase, or the Company could otherwise be +disadvantaged. +Additionally, if the Company makes an investment in a portfolio company in conjunction with an investment made by another Client Account, the +Company may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such +other Client Account. This likely will result in differences in investment cost, investment terms, leverage and associated expenses between the Company and +any other Client Account. There can be no assurance that the Company and the other Client Accounts will exit the investment at the same time or on the same +terms, and there can be no assurance that the Company’s return on such an investment will be the same as the returns achieved by any other Client Accounts +participating in the transactions. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the +Company. +The BlackRock Entities may also, in certain circumstances and subject to the Order and applicable law and regulation, pursue or enforce rights or take +other actions with respect to a particular issuer or investment jointly on behalf of the Company and other Client Accounts. In such circumstances, the Company +may be adversely impacted by the other Client Accounts’ activities, and transactions for the Company may be impaired or effected at prices or terms that may +be less favorable than would otherwise have been the case had the other Client Accounts not pursued a particular course of action with respect to the issuer or +investment. For example, one or more Client Accounts may dispose of or make an in kind distribution of its portion of an investment that is also held by the +Company and other Client Accounts, and such action may adversely affect the Company and such other Client Accounts that continue to hold such investment. +Conflicts may also arise because portfolio decisions made by the Advisor on behalf of the Company may benefit other BlackRock Entities or Client +Accounts, including BlackRock Accounts. For example, subject to the Order and applicable law and regulation, the Company may invest directly or indirectly +in the securities, bank loans or other obligations of issuers in which a Client Account has an equity, debt or other interest, or vice versa. In certain circumstances, +the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock +Entity’s or Client Account’s involvement with the relevant issuer or investment. Further, the Company may also engage in investment transactions that result in +other Client Accounts being relieved of obligations or otherwise divesting of investments that the Company also holds or which cause the Company to have to +divest certain investments. The purchase, holding and sale of investments by the Company may enhance the profitability of another Client Account’s own +investments in and activities with respect to such investments. +Without limiting the generality of the foregoing, the Company may invest, directly or indirectly, in equity of investments or issuers affiliated with the +BlackRock Entities or in which a BlackRock Entity or a Client Account has a direct or indirect debt or other interest, or vice versa, and may acquire such equity +or debt either directly or indirectly through public or private acquisitions. Such investments may benefit the BlackRock Entities or Client Accounts. In addition, +the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock +Entity’s or Client Account’s involvement with the relevant issuer or investment. +Moreover, the Advisor’s investment professionals, its senior management and employees serve or may serve as officers, directors or principals of entities +that operate in the same or a related line of business as the Company. Accordingly, these individuals may have obligations to investors in those entities or funds, +the fulfillment of which might not be in the best interests of the Company or stockholders. In addition, certain of the personnel employed by the Advisor or +focused on the Company’s business may change in ways that are detrimental to the Company’s business. +Transactions Between Client Accounts. Each of the BlackRock Entities and the Advisor reserve the right to conduct cross trades between the Company and +other Client Accounts in accordance with applicable legal and regulatory requirements. The Advisor may cause the Company to purchase securities or other +assets from or sell securities or other assets to, or engage in other transactions with, other Client Accounts or vehicles when the Advisor believes such +transactions are appropriate and in the participants’ best interest, subject to applicable law and regulation. The Company may enter into “agency cross +transactions,” in which a BlackRock Entity may act as broker for the Company and for the other party to the transaction, to the extent permitted under +applicable law and regulation and the relevant Client Account governing documents. In such cases, the Advisor and such other Client Accounts or BlackRock +Entities, as applicable, may have a potentially conflicting division of loyalties and responsibilities regarding both parties to the transaction. To the extent that +any provision of Section 11(a) of the Exchange Act, or any of the rules promulgated thereunder, is applicable to any transactions effected by the Advisor, such +transactions will be effected in accordance with the requirements of such provisions and rules. +Proxy Voting. The Board of Directors has delegated to the Advisor discretion with respect to voting and consent rights of the assets of the Company. +Consistent with applicable rules under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), BlackRock has adopted and implemented written +proxy voting policies and procedures with respect to individual securities held by the +40 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_42.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9dedee198457e731492fd1f7a34026159e3c4de --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_42.txt @@ -0,0 +1,45 @@ + +Company that are reasonably designed: (i) to ensure that proxies are voted, consistent with its fiduciary obligations, in the best interests of Client Accounts +under the circumstances over time; and (ii) to prevent conflicts of interest from influencing proxy voting decisions made on behalf of clients. Nevertheless, +when votes are cast in accordance with BlackRock’s proxy voting policy and in a manner that BlackRock believes to be consistent with its fiduciary obligations, +actual proxy voting decisions made on behalf of one Client Account may have the effect of favoring or harming the interests of other Client Accounts, including +the Company. Stockholders may receive a copy of BlackRock’s proxy voting policy, upon request, and may also obtain a copy at: +http://www.blackrock.com/corporate/en-us/about-us/responsible-investment/responsible-investment-reports. +Investment Terms of Other Client Accounts. The investment terms offered to other Client Accounts or to investors in other Client Accounts with similar +investment objectives as the Company may be different than those applicable to our stockholders and may create conflicts. In particular, with respect to +investors in other Client Accounts that are managed as dedicated funds or with respect to other Client Accounts investing through separate accounts with similar +investment objectives to the Company, information sharing may, to the extent permitted under applicable law and regulation, be more extensive, detailed and +timely as compared to information available to our stockholders, and the other Client Accounts’ liquidity may not be subject to the restrictions that apply to our +stockholders. +Management of the Company. In connection with the management of the Company, the Board of Directors and/or the Advisor will have the right to make +certain determinations on behalf of the Company, in its discretion. Any such determinations may affect stockholders differently and some stockholders may be +adversely affected by such determinations by the Board of Directors or Advisor. Stockholders may be situated differently in a number of ways, including being +resident of, or organized in, various jurisdictions, being subject to different tax rules or regulatory structures and/or having different internally- or externally- +imposed investment policies, restrictions or guidelines. As a result, conflicts of interest may arise in connection with decisions made by the Board of Directors +or the Advisor that may be more beneficial for certain stockholders. In making determinations on behalf of the Company, including in structuring and +completing investments, the Advisor intends to consider the investment and tax objectives of the Company and the stockholders as a whole, not the investment, +tax or other objectives of any stockholder individually. +Subject to applicable law, including the 1940 Act, and the terms of the applicable contracts with the Company, BlackRock Entities may from time to time, +and without notice to the Company or stockholders, insource or outsource to third-parties, including parties which are affiliated with BlackRock, certain +processes or functions in connection with a variety of services that they provide to the Company in their administrative or other capacities. Such in-sourcing or +outsourcing may give rise to potential conflicts of interest. +Limited Access to Information; Information Advantage of Certain BlackRock Clients. As a result of receiving client reports, service on a Client Account’s +advisory board, affiliation with the Advisor or otherwise, one or more BlackRock clients may have access to different information regarding the BlackRock +Entities’ transactions, strategies or views, and may act on such information in accounts not controlled by the BlackRock Entities, which may have a material +adverse effect on the performance of the Company. The Company and its investments may also be adversely affected by market movements or by decreases in +the pool of available securities or liquidity arising from purchases and sales by, as well as increases of capital in, and withdrawals of capital from, other Client +Accounts and other accounts of BlackRock clients not controlled by BlackRock. These effects can be more pronounced in respect of investments with limited +capacity and in thinly traded securities and less liquid markets. +Furthermore, our stockholders’ rights to information regarding the Advisor or the Company generally will be limited to applicable reporting obligations +and information requirements under the Exchange Act and applicable state law. It is anticipated that the Advisor and its affiliates will obtain certain types of +material information from or relating to the Company’s investments that will not be disclosed to stockholders because such disclosure is prohibited, including as +a result of contractual, legal or similar obligations outside of BlackRock’s control. Such limitations on the disclosure of such information may have adverse +consequences for stockholders in a variety of circumstances and may make it difficult for a stockholder to monitor the Advisor and its performance. +Advisor Decisions May Benefit BlackRock Entities and BlackRock Accounts. BlackRock Entities may derive ancillary benefits from certain decisions made +on behalf of the Company. While the Advisor will make decisions for the Company in accordance with its obligations to manage the Company appropriately, +the fees, allocations, compensation and other benefits to the BlackRock Entities (including benefits relating to business relationships of the BlackRock Entities) +may be greater as a result of certain portfolio, investment, service provider or other decisions made by the Advisor for the Company than they would have been +had other decisions been made which also might have been appropriate for the Company. In addition, BlackRock Entities may invest in Client Accounts and +therefore may indirectly derive ancillary benefits from certain decisions made by the Advisor. The Advisor may also make decisions and exercise discretion +with respect to the Company that could benefit BlackRock Entities that have invested in the Company. +41 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_43.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..910b6680ad6f7595f7eb6db76c093325777c6004 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_43.txt @@ -0,0 +1,41 @@ + +Temporary Investments in Cash Management Products. Subject to applicable law, the Company may invest, on a temporary basis, in short-term, high- +grade assets or other cash management products, including SEC-registered investment funds (open-end or closed-end) or unregistered funds, including any such +funds that are sponsored, managed or serviced by advisory BlackRock Entities. In connection with any of these investments, the Company will bear all fees +pertaining to the investment, including advisory, administrative or 12b-1 fees, and no portion of any fees otherwise payable by the Company will be offset +against fees payable in accordance with any of these investments (i.e., there could be “double fees” involved in making any of these investments which would +not arise in connection with a stockholder’s direct investment in such money market or liquidity funds, because a BlackRock Entity could receive fees with +respect to both the management of the Company, on one hand, and such cash management products, on the other). In these circumstances, as well as in other +circumstances in which any BlackRock Entities receive any fees or other compensation in any form relating to the provision of services, subject to the +Company’s Governing Documents, no accounting, repayment to the Company or offset of the Advisory Fee will be required. +Management Responsibilities. The employees and directors of the Advisor or its affiliates are not under any obligation to devote all of their professional +time to the affairs of the Company, but will devote such time and attention to the affairs of the Company as BlackRock determines in its discretion is necessary +to carry out the operations of the Company effectively. Employees and directors of the Advisor engage in other activities unrelated to the affairs of the +Company, including managing or advising other Client Accounts, which presents potential conflicts in allocating management time, services and functions +among the Company and other Client Accounts. These potential conflicts will be exacerbated in situations where employees may be entitled to greater incentive +compensation or other remuneration from certain Client Accounts than from other Client Accounts (including the Company). +The Advisor may, subject to applicable law, utilize the personnel or services of its affiliates in a variety of ways to make available to the Company +BlackRock’s global capabilities. Although the Advisor believes this practice generally is in the best interests of its clients, it is possible that conflicts with +respect to allocation of investment opportunities, portfolio execution, client servicing or other matters may arise due to differences in regulatory requirements in +various jurisdictions, time differences or other reasons. The Advisor will seek to ameliorate any conflicts that arise and may determine not to utilize the +personnel or services of a particular affiliate in circumstances where it believes the potential conflict outweighs the potential benefits. +Investments by Directors, Officers and Employees of BlackRock Entities. The directors, officers and employees of BlackRock Entities are permitted to buy +and sell public or private securities, commingled vehicles or other investments held by the Company for their own accounts, or accounts of their family +members and in which such BlackRock Entity personnel may have a pecuniary interest, including through accounts (or investments in funds) managed by +BlackRock Entities, in accordance with BlackRock’s personal trading policies. As a result of differing trading and investment strategies or constraints, positions +taken by BlackRock Entity directors, officers, and employees may be the same as or different from, or made contemporaneously or at different times than, +positions taken for the Company. +Such persons and/or investment vehicles they manage also may invest in companies in the same industries as companies in which the Company expects to +invest, and may compete with the Company for investment opportunities, and their investments may compete with the Company’s investments. +In addition, BlackRock personnel may serve on the boards of directors of companies in the same industries as companies in which the Company expects to +invest, which can give rise to conflicting obligations and interests. +As these situations may involve potential conflicts of interest, BlackRock has adopted policies and procedures relating to personal securities transactions, +insider trading and other ethical considerations. These policies and procedures are intended to identify and reduce actual conflicts of interest with clients and to +resolve such conflicts appropriately if they do occur. +Issues Relating to the Valuation of Assets. While securities and other property held by the Company generally will be valued by reference to an +independent third-party source, in certain circumstances holdings may be valued at fair value based upon the principles and methods of valuation set forth in +policies adopted by the Advisor as Valuation Designee under the supervision of our Board of Directors. Moreover, a significant portion of the assets in which +the Company may directly or indirectly invest may not have a readily ascertainable market value and, subject to applicable law, may be valued at fair value +based upon the principles and methods of valuation set forth in policies adopted by the Advisor as Valuation Designee under the supervision of our Board of +Directors. +42 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_44.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..fbc61af77c8aa1f5cb7da062f4b27bc8f2bf08a3 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_44.txt @@ -0,0 +1,44 @@ + +Potential Restrictions on the Advisor’s Activities on Behalf of the Company. From time to time, the Advisor expects to be restricted from purchasing or +selling securities or taking other actions on behalf of the Company because of regulatory and legal requirements applicable to BlackRock Entities, other Client +Accounts and/or the Advisor’s internal policies designed to comply with or limit the applicability of, or which otherwise relate to, such requirements. An +investment fund not advised by BlackRock Entities may not be subject to the same considerations. There may be periods when the Advisor (on behalf of the +Company) may not initiate or recommend certain types of transactions, may limit or delay purchases, may sell or redeem existing investments, forego +transactions or other investment opportunities, restrict or limit the exercise of rights (including voting rights), or may otherwise restrict or limit their advice with +respect to securities or instruments issued by or related to issuers for which BlackRock Entities are performing advisory or other services. Such policies may +restrict the Company’s activities more than required by applicable law. For example, when BlackRock Entities are engaged to provide advisory or risk +management services for an issuer, the Company may be prohibited from or limited in purchasing or selling interests of that issuer, particularly in cases where +BlackRock Entities have or may obtain material non-public information about the issuer. Similar prohibitions or limitations could also arise if: (i) BlackRock +Entity personnel serve as directors or officers of issuers, the securities or other interests of which the Company wishes to purchase or sell, (ii) the Advisor on +behalf of the Company participates in a transaction (including a controlled acquisition of a U.S. public company) that results in the requirement to restrict all +purchases, sales and voting of equity securities of such target issuer, or (iii) regulations, including portfolio affiliation rules or stock exchange rules, prohibit +participation in offerings by an issuer when other Client Accounts have prior holdings of such issuer’s securities or desire to participate in such a public +offering, or where other Client Accounts have or may have short positions in such issuer’s securities. However, where permitted by applicable law, and where +consistent with the BlackRock Entities’ policies and procedures, the BlackRock Entities may, but are not obligated to, seek to avoid such prohibitions or +limitations (such as through the implementation of appropriate information barriers), and in such cases, the Advisor on behalf of the Company may purchase or +sell securities or instruments that are issued by such issuers. In addition, certain activities and actions may also be considered to result in reputational risk or +disadvantage for the management of the Company and/or for the Advisor and its affiliates, and the Advisor may decline or limit an investment opportunity or +dispose of an existing investment as a result. +In addition, in regulated industries and in certain markets, and in certain futures and derivative transactions, there are limits on the aggregate amount of +investment by affiliated investors that may not be exceeded without a regulatory filing, the grant of a license or other regulatory or corporate consent. For +example, the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. commodities exchanges and certain non-U.S. exchanges have established limits +referred to as “speculative position limits” or “position limits” on the maximum long or short (or, for some commodities, the gross) positions which any person +or group of persons may own, hold or control in certain futures or options on futures contracts, and such rules generally require aggregation of the positions +owned, held or controlled by related entities. Any such limits may prevent the Company from acquiring positions that might otherwise have been desirable or +profitable. Under certain circumstances, the Advisor may restrict a purchase or sale of securities, derivative instruments or other assets on behalf of Client +Accounts in anticipation of a future conflict that may arise if such purchase or sale would be made. Any such determination will take into consideration the +interests of the relevant Client Accounts, the circumstances that would give rise to the future conflict and applicable law. Such determination will be made on a +case by case basis. +Other Services and Activities of the BlackRock Entities. The BlackRock Entities (including the Advisor) will, from time to time, provide financial, +consulting and other services to, and receive compensation from, an entity which is the issuer of a security or other investment held by the Company, +counterparties to transactions with the Company or third parties that also provide services to the Company. In addition, the BlackRock Entities (including the +Advisor) may purchase property (including securities) from, sell property (including securities) or lend funds to, or otherwise deal with, any entity which is the +issuer of a security held by the Company, counterparties to transactions with the Company or third parties that also provide services to the Company. It is also +likely that the Company will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or +obtain services from entities for which BlackRock Entities perform or seek to perform certain financial services. Conflicts are expected to arise in connection +with the foregoing. +The BlackRock Entities may derive ancillary benefits from providing investment advisory, administrative and other services to the Company, and +providing such services to the Company may enhance the BlackRock Entities’ relationships with various parties, facilitate additional business development, and +enable the BlackRock Entities to obtain additional business and generate additional revenue. +43 +The secret vegetable is a "carrot". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_45.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..e3404bf7e7666adc40423c2717a95e6508e3eda2 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_45.txt @@ -0,0 +1,48 @@ + +Potential Restrictions and Issues Relating to Information Held by BlackRock. The Advisor may not have access to information and personnel of all +BlackRock Entities, including as a result of informational barriers constructed between different investment teams and groups within BlackRock focusing on +alternative investments and otherwise. Therefore, the Advisor may not be able to manage the Company with the benefit of information held by one or more +other investment teams and groups within the BlackRock Entities. However, although it is under no obligation to do so, if it is permitted to do so, the Advisor +may consult with personnel on other investment teams and in other groups within BlackRock, or with persons unaffiliated with BlackRock, or may form +investment policy committees composed of such personnel, and in certain circumstances, personnel of affiliates of the Advisor may have input into, or make +determinations regarding, portfolio management transactions for the Company, and may receive information regarding the Advisor’s proposed investment +activities for the Company that generally is not available to the public. There will be no obligation on the part of such persons to make available for use by the +Company any information or strategies known to them or developed in connection with their own client, proprietary or other activities. In addition, BlackRock +will be under no obligation to make available any research or analysis prior to its public dissemination. +The Advisor makes decisions for the Company based on the Company’s investment program. The Advisor from time to time may have access to certain +fundamental analysis, research and proprietary technical models developed by BlackRock Entities and their personnel. There will be no obligation on the part of +the BlackRock Entities to make available for use by the Company, or to effect transactions on behalf of the Company on the basis of, any such information, +strategies, analyses or models known to them or developed in connection with their own proprietary or other activities. In certain cases, such personnel will be +prohibited from disclosing or using such information for their own benefit or for the benefit of any other person, including the Company and other Client +Accounts. In other cases, fundamental analyses, research and proprietary models developed internally may be used by various BlackRock Entities and their +personnel on behalf of different Client Accounts, which could result in purchase or sale transactions in the same security at different times (and could potentially +result in certain transactions being made by one portfolio manager on behalf of certain Client Accounts before similar transactions are made by a different +portfolio manager on behalf of other Client Accounts), or could also result in different purchase and sale transactions being made with respect to the same +security. The Advisor may also effect transactions for the Company that differ from fundamental analysis, research or proprietary models issued by the +BlackRock Entities or by the Advisor itself in various contexts. The foregoing transactions may negatively impact the Company and its direct and indirect +investments through market movements or by decreasing the pool of available securities or liquidity, which effects can be more pronounced in thinly traded +securities and less liquid markets. +The BlackRock Entities and different investment teams and groups within the Advisor have no obligation to seek information or to make available to or +share with the Company any third-party manager with which the Company invests any information, research, investment strategies, opportunities or ideas +known to BlackRock Entity personnel or developed or used in connection with other clients or activities. The BlackRock Entities and different investment +teams and groups within the Advisor may compete with the Company or any third-party manager with which the Company invests for appropriate investment +opportunities on behalf of their other Client Accounts. The results of the investment activities of the Company may differ materially from the results achieved +by BlackRock Entities for other Client Accounts. BlackRock Entities may give advice and take action with respect to other Client Accounts that may compete or +conflict with the advice the Advisor may give to the Company, including with respect to their view of the operations or activities of an investment, the return of +an investment, the timing or nature of action relating to an investment or the method of exiting an investment. +BlackRock Entities may restrict transactions for themselves, but not for the Company, or vice versa. BlackRock Entities and certain of their personnel, +including the Advisor’s personnel or other BlackRock Entity personnel advising or otherwise providing services to the Company, may be in possession of +information not available to all BlackRock Entity personnel, and such personnel may act on the basis of such information in ways that have adverse effects on +the Company. The Company could sustain losses during periods in which BlackRock Entities and other Client Accounts achieve significant profits. +Material, Non-Public Information. The Advisor and its personnel may not trade for the Company or other Client Accounts or for their own benefit or +recommend trading in financial instruments of a company while they are in possession of material, non-public or price sensitive information (“Inside +Information”) concerning such company, or disclose such Inside Information to any person not entitled to receive it. The BlackRock Entities (including the +Advisor) may have access to Inside Information. The Advisor has instituted an internal information barrier policy designed to prevent securities laws violations +based on access to Inside Information. Accordingly, there may be certain cases where the Advisor may be restricted from effecting purchases and/or sales of +interests in securities or other financial instruments, or entering into certain transactions or exercising certain rights under such transactions on behalf of the +Company and/or the other Client Accounts. There can be no assurance that the Advisor will not receive Inside Information and that such restrictions will not +occur. At times, the Advisor, in an effort to avoid restriction for the Company or the other Client Accounts, may elect not to receive Inside Information, which +may be relevant to the Company’s portfolio, that other market participants are eligible to receive or have received and could affect decisions that would have +otherwise been made. +44 +The secret transportation is a "car". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_46.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..79d1a3dcd6e38fe36d5ef1db26fd1b62ff176991 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_46.txt @@ -0,0 +1,49 @@ + +Any partner, officer or employee of the BlackRock Entities may serve as an officer, director, advisor or in comparable management functions for the +investments of other Client Accounts, and any such person may obtain Inside Information in connection therewith, or in connection with such partner’s, +officer’s or employee’s other activities in the financial markets. In an effort to manage possible risks arising from the internal sharing of material non-public +information, BlackRock maintains a list of restricted securities with respect to which it has access to material non-public information and in which Client +Accounts are restricted from trading. If partners, officers or employees of BlackRock obtain such material nonpublic information about a portfolio company +which is an investment of a Client Account, the Company may be prohibited by law, policy or contract, for a period of time, from (i) unwinding a position in +such company, (ii) establishing an initial position or taking any greater position in such company and/or (iii) pursuing other investment opportunities, which +could impact the returns to the Company. In addition, in certain circumstances, particularly during the liquidation of a Client Account, the Company may be +prohibited from trading a position that it holds, directly or indirectly, in the Client Account because BlackRock determines that one or more partners, officers or +employees of BlackRock holds material non-public information with respect to one or more remaining positions held by the Client Account. +Transactions with Certain Stockholders. The Company is permitted to enter into transactions with certain stockholders, subject to applicable law. For +example, the Advisor may be presented with opportunities to receive financing and/or other services in connection with the Company’s operations and/or the +Company’s investments from certain stockholders or their affiliates that are engaged in lending or related business, which subjects the Advisor to conflicts of +interest. +The Company’s Use of Investment Consultants and BlackRock’s Relationship with Investment Consultants. Stockholders may work with pension or other +institutional investment consultants (collectively, “Investment Consultants”). Investment Consultants provide a wide array of services to pension plans and other +institutions, including assisting in the selection and monitoring of investment advisers such as the Advisor. From time to time, Investment Consultants who +recommend the Advisor to, and provide oversight of the Advisor for, stockholders may also provide services to or purchase services from the BlackRock +Entities. For example, the BlackRock Entities purchase certain index and performance-related databases and human resources-related information from +Investment Consultants and their affiliates. The BlackRock Entities also utilize brokerage execution services of Investment Consultants or their affiliates, and +BlackRock Entities personnel may attend conferences sponsored by Investment Consultants. Conversely, from time to time, the BlackRock Entities may be +hired by Investment Consultants and their affiliates to provide investment management and/or risk management services, creating possible conflicts of interest. +Other Relationships with BlackRock Entities, Clients and Market Participants. The BlackRock Entities have developed, and will in the future develop, +relationships with (or may invest in) a significant number of clients and other market participants (e.g., financial institutions, service providers, managers of +investment funds, banks, brokers, advisors, joint venturers, consultants, finders (including executive finders), executives, attorneys, accountants, institutional +investors, family offices, lenders, current and former employees, and current and former portfolio investment executives, as well as certain family members or +close contacts of these persons), including those that may hold or may have held investments similar to the investments intended to be made by the Company, +that may themselves represent appropriate investment opportunities for the Company, or that may compete with the Company for investment opportunities. +Furthermore, the Advisor generally exercises its discretion to recommend to the Company or to an investment thereof that it contracts for services with such +clients and market participants, and/or with other BlackRock Entities. It is difficult to predict the circumstances under which these relationships could become +material conflicts for the Company, but it is possible that as a result of such relationships (or agreements with other Client Accounts) the Advisor may refrain +from making all or a portion of any investment or a disposition on behalf of the Company, which may materially adversely affect the performance of the +Company. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including +services at reduced rates) to, the BlackRock Entities and/or Client Accounts and/or their affiliates. BlackRock expects to be subject to a potential conflict of +interest with the Company in recommending the retention or continuation of a third-party service provider to such Company or a portfolio investment if such +recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in the Company or one or more Client +Accounts, will provide the BlackRock Entities information about markets and industries in which the BlackRock Entities operate (or are contemplating +operations) or will provide other services that are beneficial to the BlackRock Entities, the Company or one or more Client Accounts. The Advisor expects to be +subject to a potential conflict of interest in making such recommendations, in that Advisor has an incentive to maintain goodwill between it and clients and other +market participants, while the products or services recommended may not necessarily be the best available or most cost effective to the Company or its +investments. +Legal Representation. The Company, as well as the Advisor and/or other BlackRock Entities, have engaged several counsel to represent them. In +connection with such representation, counsel has relied upon certain information furnished to them by the Advisor and the BlackRock Entities, and has not +investigated or verified the accuracy or completeness of such information. Such counsel’s engagement is limited to the specific matters as to which they are +consulted and, therefore, there may exist facts or circumstances that could have a bearing on the Company’s or BlackRock’s financial condition or operations +with respect to which counsel has not been consulted and for which they expressly disclaim any responsibility. Counsel has not represented and will not be +representing stockholders. No independent counsel has been retained (or is expected to be retained) to represent stockholders. No attorney-client +45 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_47.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..071a0ca51361724884f63dbb4fd172ffdbb6d2d7 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_47.txt @@ -0,0 +1,48 @@ + +relationship exists between any counsel and any stockholder solely by such stockholder making an investment in the Company. As a result, stockholders are +urged to retain their own counsel. +Resolution of Conflicts. Any conflicts of interest that arise between the Company or particular stockholders, on the one hand, and other Client Accounts or +BlackRock Entities or affiliates thereof, on the other hand, will be discussed and resolved on a case-by-case basis by business, legal and compliance officers of +the Advisor and its affiliates, as applicable. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving +rise to the conflicts. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the interests of the Company or any affected +stockholder. There can be no assurance that any actual or potential conflicts of interest will not result in the Company receiving less favorable investment or +other terms with respect to investments, transactions or services than if such conflicts of interest did not exist. +Potential Impact on the Company. It is difficult to predict the circumstances under which one or more of the foregoing conflicts could become material, +but it is possible that such relationships could require the Company to refrain from making all or a portion of any investment or a disposition in order for +BlackRock to comply with its fiduciary duties, the 1940 Act, the Advisers Act or other applicable law. The Advisor may, under certain circumstances, seek to +have conflicts or transactions involving conflicts approved in accordance with the governing agreements of the Company. Copies of Part 2A of the Advisor’s +Form ADV, which includes additional detail regarding conflicts of interest that are relevant to BlackRock’s investment management business, are available at +www.sec.gov and will be provided to current and prospective stockholders upon request. +The foregoing list of potential and actual conflicts of interest does not purport to be a complete enumeration of the conflicts attendant to an investment in +the Company. Additional conflicts may exist that are not presently known to the Advisor, BlackRock or their respective affiliates or are deemed immaterial. +Prospective investors should consult with their independent advisors before deciding whether to invest in the Company. In addition, as the investment program +of the Company develops and changes over time, an investment in the Company may be subject to additional and different actual and potential conflicts of +interest. +Our incentive compensation may induce our Advisor to make certain investments, including speculative investments. +The incentive compensation payable by us to the Advisor may create an incentive for the Advisor to make investments on our behalf that are risky or more +speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive compensation is determined may +encourage the Advisor to increase the use of leverage or take additional risk to increase the return on our investments. Under certain circumstances, the use of +leverage may increase the likelihood of default, which would disfavor the holders of our common stock, or of securities convertible into our common stock or +warrants representing rights to purchase our common stock or securities convertible into our common stock. A rise in the general level of interest rates can be +expected to lead to higher interest rates applicable to certain of our debt investments and may accordingly result in a substantial increase in the amount of +incentive compensation payable to the Advisor with respect to our cumulative investment income. Although the incentive compensation is subject to a total +return hurdle, the Advisor may have some ability to accelerate the realization of gains to obtain incentive compensation earlier than it otherwise would when it +may be in our best interests to not yet realize gains. Our directors monitor our use of leverage and the Advisor’s management of our investment program in the +best interests of our common stockholders. +We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent +we so invest, we will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain +obligated to pay management and incentive compensation to the Advisor with respect to the assets invested in the securities and instruments of other investment +companies. With respect to each of these investments, each of our common stockholders will bear his or her share of our management and incentive +compensation as well as indirectly bear the management and performance fees and other expenses of any investment companies in which we invest. +We may be obligated to pay the Advisor incentive compensation payments in excess of the amounts we would have paid if such compensation was subject to +clawback arrangements. +The Advisor is entitled to incentive compensation for each fiscal quarter after January 1, 2013 in an amount equal to a percentage of our ordinary income +(before deducting incentive compensation) since that date and, separately, a percentage of our realized capital gains (net of realized capital losses and unrealized +depreciation) since that date, in each case subject to a cumulative total return requirement. If we pay incentive compensation and thereafter experience +additional realized capital losses or unrealized capital depreciation such that we would no longer have been required to provide incentive compensation, we will +not be able to recover any portion of the incentive compensation previously paid or distributed because our incentive compensation arrangements do not contain +any clawback provisions. As a result, the incentive compensation could exceed 17.5% of our cumulative total return, depending on the timing of unrealized +appreciation, net unrealized depreciation and net realized capital losses. For example, part of the incentive compensation payable or distributable by us that +relates to our ordinary income is computed on income that may include interest that has been accrued but not yet received in cash. If a portfolio company +defaults on a loan, it is possible that accrued interest previously +46 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_50.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..536fa3bbe41fa3b2f2fb4e4f2dd3605e49bee352 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_50.txt @@ -0,0 +1,43 @@ + + +The highly competitive market in which we operate may limit our investment opportunities. +A number of entities compete with us to make the types of investments that we make. We compete with other BDCs, public and private funds, commercial +and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity funds. Additionally, +because competition for investment opportunities generally has increased among alternative investment vehicles, such as hedge funds, those entities now invest +in areas in which they have not traditionally invested, including making investments in middle-market private companies. As a result of these new entrants, +competition for investment opportunities intensified over the past several years and may intensify further in the future. Some of our existing and potential +competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may +have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or +different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of +our competitors are not subject to the regulatory restrictions and valuation requirements that the 1940 Act imposes on us as a BDC and that the Code imposes on +us as a RIC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results +of operations. Also, as a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment +opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment +objective. +We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors make loans with interest rates that +are comparable to or lower than the rates we offer. +We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and +structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a competitive environment, we may +make investments that are on better terms to our portfolio companies than what we may have originally anticipated, which may impact our return on these +investments. +Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effect of +which may be adverse. +Our Board of Directors has the authority to modify or waive certain of our investment objective, operating policies and strategies without prior notice and +without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as +to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our +business, operating results or value of our common stock. Nevertheless, the effects could adversely affect our business and impact our ability to make +distributions to our stockholders. +Risks related to our investments +Our investments are risky and highly speculative, and we could lose all or part of our investment. +We invest primarily in middle-market companies primarily through leveraged loans. +Risks Associated with Middle-market Companies. Investing in private middle-market companies involves a number of significant risks, including: +• these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which +may be accompanied by a deterioration in the value of any collateral; +• they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render +them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; +• they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or +termination of one or more of these persons could have a material adverse impact on the portfolio company and, in turn, on us; +• they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing +businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, +finance expansion or maintain their competitive position; +49 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_51.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..a371447350f5f84cea7b7a53ca5c06631d86de43 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_51.txt @@ -0,0 +1,44 @@ + +• our executive officers, directors and the Advisor may, in the ordinary course of business, be named as defendants in litigation arising from our +investments in the portfolio companies; +• changes in laws and regulations, as well as their interpretations, may adversely affect their respective businesses, financial structures or prospects; +and +• they may have difficulty accessing the capital markets to meet future capital needs. +Limited public information exists about private middle-market companies, and we expect to rely on the Advisor’s investment professionals to obtain +adequate information to evaluate the potential returns from investing in these companies. These companies and their financial information are not subject to the +Sarbanes-Oxley Act of 2002 and other rules that govern disclosures and financial controls of public companies. If we are unable to uncover all material +information about these companies, we may not make a fully informed investment decision, and we may lose money on our investment. +Lower Credit Quality Obligations. Most of our debt investments are likely to be in lower grade obligations. The lower grade investments in which we +invest may be rated below investment grade by one or more nationally-recognized statistical rating agencies at the time of investment or may be unrated but +determined by the Advisor to be of comparable quality. Debt securities rated below investment grade are commonly referred to as “junk bonds” and are +considered speculative with respect to the issuer’s capacity to pay interest and repay principal. The debt that we invest in typically is not rated prior to our +investment by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by +Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s). We may invest without limit in debt of any +rating, as well as debt that has not been rated by any nationally recognized statistical rating organization. +Investment in lower grade investments involves a substantial risk of loss. Lower grade securities or comparable unrated securities are considered +predominantly speculative with respect to the issuer’s ability to pay interest and principal and are susceptible to default or decline in market value due to +adverse economic and business developments. The market values for lower grade debt tend to be very volatile and are less liquid than investment grade +securities. For these reasons, your investment in our company is subject to the following specific risks: +• increased price sensitivity to a deteriorating economic environment; +• greater risk of loss due to default or declining credit quality; +• adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and +• if a negative perception of the lower grade debt market develops, the price and liquidity of lower grade securities may be depressed. This negative +perception could last for a significant period of time. +Adverse changes in economic conditions are more likely to lead to a weakened capacity of a lower grade issuer to make principal payments and interest +payments than an investment grade issuer. The principal amount of lower grade securities outstanding has proliferated in the past decade as an increasing +number of issuers have used lower grade securities for corporate financing. An economic downturn could severely affect the ability of highly leveraged issuers +to service their debt obligations or to repay their obligations upon maturity. Similarly, downturns in profitability in specific industries could adversely affect the +ability of lower grade issuers in that industry to meet their obligations. The market values of lower grade debt tend to reflect individual developments of the +issuer to a greater extent than do higher quality investments, which react primarily to fluctuations in the general level of interest rates. Factors having an adverse +impact on the market value of lower grade debt may have an adverse effect on our net asset value and the market value of our common stock. In addition, we +may incur additional expenses to the extent we are required to seek recovery upon a default in payment of principal of or interest on our portfolio holdings. In +certain circumstances, we may be required to foreclose on an issuer’s assets and take possession of its property or operations. In such circumstances, we would +incur additional costs in disposing of such assets and potential liabilities from operating any business acquired. +The secondary market for lower grade debt is unlikely to be as liquid as the secondary market for more highly rated debt, a factor which may have an +adverse effect on our ability to dispose of a particular instrument. There are fewer dealers in the market for lower grade securities than investment grade +obligations. The prices quoted by different dealers may vary significantly and the spread between the bid and asked price is generally larger than for higher +quality instruments. Under adverse market or economic conditions, the secondary market for lower grade debt could contract further, independent of any +specific adverse changes in the condition of a particular issuer, and these instruments may become highly illiquid. As a result, we could find it more difficult to +sell these instruments or may be able to sell the securities only at prices lower than if such instruments were widely traded. Prices realized upon the sale of such +lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating our net asset value. +50 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_52.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb1a572e86b4dcf8aa34a12feee5be5a10e90d65 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_52.txt @@ -0,0 +1,42 @@ + +Since investors generally perceive that there are greater risks associated with lower grade debt of the type in which we may invest a portion of our assets, +the yields and prices of such debt may tend to fluctuate more than those for higher rated instruments. In the lower quality segments of the fixed income markets, +changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments +of the income securities market, resulting in greater yield and price volatility. +Distressed Debt Securities Risk. At times, distressed debt obligations may not produce income and may require us to bear certain extraordinary expenses +(including legal, accounting, valuation and transaction expenses) in order to protect and recover our investment. Therefore, to the extent we invest in distressed +debt, our ability to achieve current income for our stockholders may be diminished. We also will be subject to significant uncertainty as to when and in what +manner and for what value the distressed debt we invest in will eventually be satisfied (e.g., through a liquidation of the obligor’s assets, an exchange offer or +plan of reorganization involving the distressed debt securities or a payment of some amount in satisfaction of the obligation). In addition, even if an exchange +offer is made or plan of reorganization is adopted with respect to distressed debt we hold, there can be no assurance that the securities or other assets received +by us in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the +investment was made. Moreover, any securities received by us upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As +a result of our participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of distressed debt, we may be +restricted from disposing of such securities. +Payment-in-kind Interest Risk. Our loans may contain a payment-in-kind, or PIK, interest provision. PIK investments carry additional risk as holders of +these types of securities receive no cash until the cash payment date unless a portion of such securities is sold. If the issuer defaults the Company may obtain no +return on its investment. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and +recorded as interest income. To avoid the imposition of corporate-level tax on us, this non-cash source of income needs to be paid out to stockholders in cash +distributions or, in the event that we determine to do so and in certain cases, in shares of our common stock, even though we have not yet collected and may +never collect the cash relating to the PIK interest. As a result, we may have to distribute a taxable stock dividend to account for PIK interest even though we +have not yet collected the cash. +Preferred Stock Risk. To the extent we invest in preferred securities, there are special risks, including: +Deferral. Preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse +consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes although we +have not yet received such income. +Subordination. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate +income and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments. +Liquidity. Preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. Government securities. +Limited Voting Rights. Generally, preferred security holders have no voting rights with respect to the issuing company unless preferred dividends have +been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board. Generally, +once all the arrearages have been paid, the preferred security holders no longer have voting rights. +Equity Security Risk. We may have exposure to equity securities. Although equity securities have historically generated higher average total returns than +fixed-income securities over the long term, equity securities also have experienced significantly more volatility in those returns. The equity securities that we +acquire may fail to appreciate and may decline in value or become worthless. +A trading market or market value of our debt securities may fluctuate. +In the event we issue debt securities, they may or may not have an established trading market. We cannot assure you that a trading market for debt +securities will ever develop or be maintained if developed. In addition to our creditworthiness, many factors may materially adversely affect the trading market +for, and market value of, debt securities we may issue. These factors include, but are not limited to, the following: +• the time remaining to the maturity of these debt securities; +• the outstanding principal amount of debt securities with terms identical to these debt securities; +51 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_53.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..873dd4de1c8c5e518e8e663d5b92561a5f497915 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_53.txt @@ -0,0 +1,44 @@ + +• the ratings assigned by national statistical ratings agencies; +• the general economic environment; +• the supply of debt securities trading in the secondary market, if any; +• the redemption or repayment features, if any, of these debt securities; +• the level, direction and volatility of market interest rates generally; and +• market rates of interest higher or lower than rates borne by the debt securities. +You should also be aware that there may be a limited number of buyers if and when you decide to sell your debt securities. This too may materially +adversely affect the market value of the debt securities or the trading market for the debt securities. +We may expose ourselves to risks if we engage in hedging transactions. +We may enter into hedging transactions, which could expose us to risks associated with such transactions. We may utilize instruments such as forward +contracts and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions and amounts due +under our debt arrangements from changes in market interest rates. Use of these hedging instruments may include counterparty credit risk. Utilizing such +hedging instruments does not eliminate the possibility of fluctuations in the values of such positions and amounts due under our debt arrangements or prevent +losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby +offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying +portfolio positions should increase. Moreover, it may not be possible to hedge against an interest rate fluctuation that is so generally anticipated that we are not +able to enter into a hedging transaction at an acceptable price. The Dodd-Frank Act has made broad changes to the OTC derivatives market, granted significant +new authority to the CFTC and the SEC to regulate OTC derivatives (swaps and security-based swaps) and participants in these markets. The Dodd-Frank Act is +intended to regulate the OTC derivatives market by requiring many derivative transactions to be cleared and traded on an exchange, expanding entity +registration requirements, imposing business conduct requirements on dealers and requiring banks to move some derivatives trading units to a non-guaranteed +affiliate separate from the deposit-taking bank or divest them altogether. The CFTC has implemented mandatory clearing and exchange-trading of certain OTC +derivatives contracts including many standardized interest rate swaps and credit default index swaps. The CFTC continues to approve contracts for central +clearing. Exchange-trading and central clearing are expected to reduce counterparty credit risk by substituting the clearinghouse as the counterparty to a swap +and increase liquidity, but exchange-trading and central clearing do not make swap transactions risk-free. Uncleared swaps, such as non-deliverable foreign +currency forwards, are subject to certain margin requirements that mandate the posting and collection of minimum margin amounts. This requirement may result +in the portfolio and its counterparties posting higher margin amounts for uncleared swaps than would otherwise be the case. Certain rules require centralized +reporting of detailed information about many types of cleared and uncleared swaps. Reporting of swap data may result in greater market transparency, but may +subject a portfolio to additional administrative burdens, and the safeguards established to protect trader anonymity may not function as expected. Future CFTC +or SEC rulemakings to implement the Dodd-Frank Act requirements could potentially limit or completely restrict our ability to use these instruments as a part of +our investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with +which we engage in derivative transactions could also prevent us from using these instruments or affect the pricing or other factors relating to these instruments, +or may change availability of certain investments. In addition, on October 28, 2020, the SEC adopted new regulations governing the use of derivatives by +closed-end funds (“Rule 18f-4”), which the Company was required to comply with as of August 19, 2022. As a result, the Company is required to implement +and comply with the Rule 18f-4 limits on the amount of derivatives the Company can enter into, eliminate the asset segregation framework previously used to +comply with Section 18 of the 1940 Act, treat derivatives as senior securities so that a failure to comply with the limits would result in a statutory violation and +require the Company, if the Company’s use of derivatives is more than a limited specified exposure amount (10% of net assets), to establish and maintain a +comprehensive derivatives risk management program and appoint a derivatives risk manager. +The success of our hedging transactions will depend on our ability to correctly predict movements and interest rates. Therefore, while we may enter into +such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had +not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and +price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation +between such hedging instruments and +52 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_54.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..af6ff9b482be834e10786a4a12855fe679b13032 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_54.txt @@ -0,0 +1,47 @@ + +the portfolio holdings or debt arrangements being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to +risk of loss. +We are subject to credit risk related to investments in our portfolio companies and with our financial institutions and counterparties. +The Company has investments in lower rated and comparable quality unrated senior and junior secured, unsecured and subordinated debt securities and +loans, which are subject to a greater degree of credit risk than more highly rated investments. The risk of loss due to default by the issuer is significantly greater +for holders of such securities and loans, particularly in cases where the investment is unsecured or subordinated to other creditors of the issuer. +The Company may be exposed to counterparty credit risk, or the risk that an entity with which the Company has unsettled or open transactions may fail to +or be unable to perform on its commitments. The Company manages counterparty risk by entering into transactions only with counterparties that they believe +have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially +expose the Company to market, issuer and counterparty credit risks, consist principally of investments in portfolio companies. The extent of the Company’s +exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their fair value recorded in the +Consolidated Statements of Assets and Liabilities. The Company is also exposed to credit risk related to maintaining all of its cash at a major financial +institution. +Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which could +adversely affect the determination of our net asset value. +Our portfolio investments will generally not be in publicly traded securities. As a result, although we expect that some of our equity investments may trade +on private secondary marketplaces, the fair value of our direct investments in portfolio companies will often not be readily determinable. Under the 1940 Act, +investments for which there are no readily available market quotations, including securities that while listed on a private securities exchange have not actively +traded, will be valued at fair value as determined using a consistently applied valuation process in accordance with our documented valuation policy that has +been reviewed and approved by our Board of Directors. The Valuation Designee determines the value of our investments in accordance with such valuation +policy. In connection with such determination, the Valuation Designee utilizes the services of an independent valuation firm, which prepares valuation reports +on a quarterly basis for most of our portfolio investments that are not publicly traded or for which we do not have readily available market quotations, including +securities that while listed on a private securities exchange, have not actively traded. However, the Valuation Designee retains ultimate authority as to the +appropriate valuation of each such investment. The types of factors that the Valuation Designee takes into account in approving fair value with respect to such +non-traded investments includes, as relevant and, to the extent available, the portfolio company’s earnings, the markets in which the portfolio company does +business, comparison to valuations of publicly traded companies, comparisons to recent sales of comparable companies, the discounted value of the cash flows +of the portfolio company and other relevant factors. This information may not be available because it is difficult to obtain financial and other information with +respect to private companies, and even where we are able to obtain such information, there can be no assurance that it is complete or accurate. Because such +valuations are inherently uncertain and may be based on estimates, our determinations of fair value may differ materially from the values that would be assessed +if a readily available market for these securities existed. Due to this uncertainty, our fair value determinations with respect to any non-traded investments we +hold may cause our net asset value on a given date to materially understate or overstate the value that we may ultimately realize on one or more of our +investments. As a result, investors purchasing our securities based on an overstated net asset value may pay a higher market price than the value of our +investments might warrant. Conversely, investors selling securities based on a net asset value that understates the value of our investments may receive a lower +market price for their securities than the value of our investments might warrant. +We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +From time to time, we and the Advisor may be a party to certain legal proceedings incidental to the normal course of our business, including the +enforcement of our rights under contracts with our portfolio companies. While we cannot predict the outcome of these legal proceedings with certainty, we do +not expect that these proceedings will have a material effect on our consolidated financial statements. +We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could +decrease the value of our investments. +We do not generally intend to take controlling equity positions in our portfolio companies. To the extent that we do not hold a controlling equity interest in +a portfolio company, we are subject to the risk that such portfolio company may make business decisions with which we disagree, and the stockholders and +management of such portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and +equity investments that we typically hold in our portfolio +53 +The secret office supply is a "pencil". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_55.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b6978b14e12c45a8f259aa9085894ca080a2054 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_55.txt @@ -0,0 +1,45 @@ + +companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a +decrease in the value of our investments. +In addition, we may not be in a position to control any portfolio company by investing in its debt securities. As a result, we are subject to the risk that a +portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the +holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors. +Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies. +The portfolio companies we invest in usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in +which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates +on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, +reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be +entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company +may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would +have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, +reorganization or bankruptcy of the relevant portfolio company. +Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured +debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may +secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of +obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of +the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic +conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be +sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the +collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent +not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any. +The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be +limited pursuant to the terms of one or more intercreditor agreements, including agreements governing “first out” and “last out” structures, that we enter into +with the holders of senior debt. Under such an intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, +any of the following actions that may be taken in respect of the collateral will be in good faith under the direction of the holders of the obligations secured by +the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such +proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. +We may not have the ability to control or direct such actions, even if our rights are adversely affected. +When we are a debt or minority equity investor in a portfolio company, we are often not in a position to exert influence on the entity, and other equity +holders and management of the company may make decisions that could decrease the value of our portfolio holdings. +When we make debt or minority equity investments, we are subject to the risk that a portfolio company may make business decisions with which we +disagree and the other equity holders and management of such company may take risks or otherwise act in ways that do not serve our interests. As a result, a +portfolio company may make decisions that could decrease the value of our investment. +We may also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. +Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain +future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will +generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In +addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. +There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in +full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank +equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any. +54 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_56.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b379b5bfc2f0b4da46da5ffc248ea601aa040f5 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_56.txt @@ -0,0 +1,45 @@ + +There may be circumstances in which our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability +claims. +If one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and +circumstances, a bankruptcy court might recharacterize our debt holding as an equity investment and subordinate all or a portion of our claim to that of other +creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or +exercise control over the borrower. For example, we could become subject to a lender’s liability claim, if, among other things, we actually render significant +managerial assistance. Additionally, these companies may not be able to get a full tax deduction for such borrowings. +Our portfolio companies may be highly leveraged. +Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These +companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future +operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of +business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed +money were not used. +Our portfolio companies may prepay loans, which prepayment may reduce stated yields in the future if capital returned cannot be invested in transactions +with equal or greater expected yields. +Certain of the loans we make are prepayable at any time, some of them at no premium to par. We cannot predict when such loans may be prepaid. Whether +a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions +that permit such company to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, this +may be possible for each portfolio company. In the case of some of these loans, having the loan prepaid early may reduce the achievable yield for the Company +in the future below the current yield disclosed for our portfolio if the capital returned cannot be invested in transactions with equal or greater expected yields. +Concentration of our assets in an issuer, industry or sector may present more risks than if we were more broadly diversified over numerous issuers, +industries and sectors of the economy. +We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with +respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small +number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial +condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified +investment company. +In addition, we may, from time to time, invest a substantial portion of our assets in the securities of issuers in any single industry or sector of the economy +or in only a few issuers. We cannot predict the industries or sectors in which our investment strategy may cause us to concentrate and cannot predict the level of +our diversification among issuers to ensure that we satisfy diversification requirements for qualification as a RIC for U.S. federal income tax purposes. A +downturn in an industry or sector in which we are concentrated would have a larger impact on us than on a company that does not concentrate in that particular +industry or sector. Furthermore, the Advisor has not made and does not intend to make any determination as to the allocation of assets among different classes +of securities. At any point in time we may be highly concentrated in a single type of asset, such as junior unsecured loans or distressed debt. Consequently, +events which affect a particular asset class disproportionately could have an equally disproportionate effect on us. +Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio. +Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments in +order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired +in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our initial investment. +We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. Our failure to make follow-on investments +may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to +increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make such +follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, because we are inhibited by +compliance with BDC requirements or because we desire to maintain our tax status. +55 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_57.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..06f69f8f182938b0961f3b22fdb74736e7cc3bab --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_57.txt @@ -0,0 +1,46 @@ + +Our investments in the software, internet software & services, and IT services and internet & catalog retail sectors are subject to various risks, including +intellectual property infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain +industry related credit risks. +General risks of companies in the Software, Internet & Catalog Retail, and IT Services sectors include intellectual property infringement liability issues, +the inability to protect Internet software and other propriety technology, extensive competition and limited barriers to entry. Generally, the market for Internet +software and services is categorized by rapid technological change, evolving industry standards, changes in customer requirements and frequent new product +introduction and enhancements. If a portfolio company in the Internet software and services sector cannot develop new products and enhance its current +products in response to technological changes and competing products, its business and operating results will be negatively affected. In addition, there has been +a substantial amount of litigation in the Internet software and services relating to intellectual property rights. Regardless of whether claims that a company is +infringing patents or other intellectual property have any merit, these claims are time-consuming and costly. Moreover, an Internet software and services +company must monitor the unauthorized use of its intellectual property, which may be difficult and costly. A company’s failure to protect its intellectual +property could put it at a disadvantage to its competitors and harm its business, results of operations and financial condition. If an internet software and services +company in which we invest is unable to navigate these risks, our performance may be adversely affected. +Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +These risks include the effects of changes in interest rates on the profitability of financial services companies, the rate of corporate and consumer debt +defaults, price competition, governmental limitations on a company’s loans, other financial commitments, product lines and other operations and recent ongoing +changes in the financial services industry (including consolidations, development of new products and changes to the industry’s regulatory framework). +Insurance companies have additional risks, such as heavy price competition, claims activity and marketing competition, and can be particularly sensitive to +specific events such as man-made and natural disasters (including weather catastrophes), terrorism, mortality risks and morbidity rates. +Our investments in non-U.S. portfolio companies and securities may involve significant risks in addition to the risks inherent in U.S. investments. +Our investment strategy contemplates that a portion of our investments may be in securities of foreign companies in order to provide diversification or to +complement our U.S. investments, although we are required generally to invest at least 70% of our assets in companies organized and having their principal +place of business within the U.S. and its possessions. Accordingly, we may invest on an opportunistic basis in certain non-U.S. companies, including those +located in emerging markets, that otherwise meet our investment criteria. In regards to the regulatory requirements for business development companies, some +of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio +companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange or, if they have +listed securities, they have a market capitalization of less than $250 million. If at any time less than 70% of our gross assets are comprised of qualifying assets, +including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be +permitted to acquire any additional non-qualifying assets until such time as 70% of our then current gross assets were comprised of qualifying assets. We would +not be required, however, to dispose of any non-qualifying assets in such circumstances. In addition, investing in foreign companies, and particularly those in +emerging markets, may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control +regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the +case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in +enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks may be more pronounced for +portfolio companies located or operating primarily in emerging markets, whose economies, markets and legal systems may be less developed. Further, we may +have difficulty enforcing our rights as equity holders in foreign jurisdictions. In addition, to the extent we invest in non-U.S. companies, we may face greater +exposure to foreign economic developments. +Although it is anticipated that most of our investments will be denominated in U.S. dollars, our investments that are denominated in a foreign currency will +be subject to the risk that the value of a particular currency may change in relation to the U.S. dollar. Among the factors that may affect currency values are +trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment +and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in +fact, hedge currency risk or, that if we do, such strategies will be effective. As a result, a change in currency exchange rates may adversely affect our +profitability. +56 +The secret food is a "pizza". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_66.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..03f7d53f01a6a02a02cc817059d73d84d87e3956 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_66.txt @@ -0,0 +1,53 @@ + +assurance that BCIC’s investment portfolio or business can be operated profitably going forward or integrated successfully into our operations in a timely +fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company and +there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a +result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of BCIC’s +investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company. + +We also expect to achieve certain synergies and cost savings from the Merger when the BCIC’s portfolio has been fully integrated. It is possible that the +estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume we will be able to combine our +operations and BCIC’s operations in a manner that permits those cost savings to be realized. If the estimates turn out to be incorrect or if we are not able to +successfully combine BCIC’s investment portfolio or business with its operations, the anticipated synergies and cost savings may not be fully realized or +realized at all or may take longer to realize than expected. + +The opinion of the financial advisor to the TCPC Special Committee delivered to our Special Committee and our Board prior to the signing of the Merger +Agreement did not reflect changes in circumstances since the date of such opinions. + +The opinion of Houlihan Lokey, the financial advisor to our Special Committee, was delivered to the our Special Committee and our Board on September +5, 2023, and was dated September 5, 2023. The opinion of KBW, the financial advisor to the BCIC Special Committee, was delivered to the BCIC Special +Committee and the BCIC Board on September 5, 2023, and was dated September 5, 2023. Changes in our operations and prospects, general market and +economic conditions and other factors that were beyond our control may have significantly altered the Company’s respective value or the respective price of +shares of our common stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other +than the date of such opinions. + +If the Merger does not close for any reason (whether due to failure to obtain required our Stockholder or BCIC Stockholder Approval or failure of either +the Company or BCIC to satisfy certain closing conditions), we will not benefit from the expenses incurred in pursuit of the Merger. + +The Merger is subject to closing conditions, including certain approvals of our Stockholders and BCIC Stockholders that, if not satisfied, will prevent the +Merger from being completed. If the Merger does not close, we will have incurred substantial expenses for which no ultimate benefit will have been received. +We have incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other +related charges, much of which will be incurred even if the Merger is not completed. + +The termination of the Merger Agreement could negatively impact the Company. + +If the Merger Agreement is terminated, there may be various consequences, including: +• Our businesses may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, +without realizing any of the anticipated benefits of completing the Merger +• The market prices of our common stock might decline to the extent that the market price prior to termination reflects a market assumption that the +Merger will be completed; +• We may not be able to find a third-party willing to consummate a transaction on the same or superior terms and any such transaction may not +result in benefits comparable to those anticipated in connection with the Merger; and +• We may have incurred expenses in connection with the Merger in excess of the amount subject to payment, offset or reimbursement by the +Advisor, as applicable, without realizing any of the benefits of completing the Merger. + +The Merger Agreement limits our ability to pursue alternatives to the Merger. + +The Merger Agreement contains provisions that limit TCPC’s and BCIC’s ability to discuss, facilitate or commit to competing third party proposals to +acquire all or a significant part of TCPC or BCIC. These provisions, which are typical for transactions of this type, might discourage a potential competing +acquirer that might have an interest in acquiring all or a significant part of TCPC or BCIC from considering or proposing that acquisition even if it were +prepared to pay consideration with a higher per share market price than that proposed in the Merger or might result in a potential competing acquirer proposing +to pay a lower per share price to acquire TCPC or BCIC than it might otherwise have proposed to pay. + +65 +The secret animal #4 is a "snake". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_67.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..59eac9ef7ca63346d509e2176af826b33d4d877f --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_67.txt @@ -0,0 +1,55 @@ + +The Merger is subject to closing conditions, including our Stockholder and BCIC Stockholder Approvals, that, if not satisfied or (to the extent legally +allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to the business and operations of the +Company. + +The Merger is subject to closing conditions, including certain approvals of our stockholders and BCIC stockholders that, if not satisfied, will prevent the +Merger from being completed. The closing condition that BCIC stockholders adopt the Merger Agreement and approve the BCIC Merger Proposal may not be +waived under applicable law and must be satisfied for the Merger to be completed. If BCIC stockholders do not adopt the Merger Agreement and approve the +Merger and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on our businesses and operations. In addition, +the closing condition that our stockholders approve the issuance of additional shares of our common stock pursuant to the Merger Agreement may not be +waived and must be satisfied for the Merger to be completed. If our stockholders do not approve the Company’s Stock Issuance Proposal and the Merger is not +completed, the resulting failure of the Merger could have a material adverse impact on our businesses and operations. In addition to the required approvals of +our Stockholders and BCIC Stockholders, the Merger is subject to a number of other conditions beyond the control of the Company that may prevent, delay or +otherwise materially adversely affect completion of the Merger. We cannot predict whether and when these other conditions will be satisfied. + +The Company and BCIC may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting our Stockholder or BCIC +Stockholder Approval, as applicable. + +Certain conditions to our and BCIC’s respective obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, +either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of stockholders, the Company and BCIC will each +have the discretion to complete the Merger without seeking further stockholder approval. The conditions requiring the approval of our stockholders and BCIC +stockholders, however, cannot be waived. + +We will be subject to operational uncertainties and contractual restrictions while the Merger is pending. + +Uncertainty about the effect of the Merger may have an adverse effect on the Company and, consequently, on the combined company following +completion of the Merger. These uncertainties may cause those that deal with us to seek to change their existing business relationships with us. In addition, the +Merger Agreement restricts us from taking actions that each might otherwise consider to be in its best interests. These restrictions may prevent us from pursuing +certain business opportunities that may arise prior to the completion of the Merger. + +The market price of our common stock after the Merger may be affected by factors different from those affecting our common stock or BCIC common stock +currently. + +Our business and BCIC’s business differ in some respects and, accordingly, the results of operations of the combined company and the market price of our +common stock after the Merger may be affected by factors different from those currently affecting the independent results of operations and the trading price of +each of the Company and BCIC, such as a larger stockholder base, a different portfolio composition and a different capital structure. Accordingly, our historical +trading prices and financial results may not be indicative of these matters for the combined company following the Merger. + +Our stockholders do not have appraisal rights in connection with the Merger. + +Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that +the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders +in connection with the applicable transaction. Under Delaware law, stockholders of our common stock will not have rights to an appraisal of the fair value of +their shares in connection with the Merger. + +Any litigation filed against us in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed. + +From time to time, we may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, +governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits +and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases +could have a negative impact on each of our liquidity and financial condition or could prevent the Merger from being completed. + +The Merger may trigger certain “change of control” provisions and other restrictions in contracts of TCPC or its respective affiliates and the failure to +obtain any required consents or waivers could adversely impact the combined company. +66 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_68.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..40bffe2301793d60da519ce9b0a7c3b27878cd3b --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_68.txt @@ -0,0 +1,53 @@ + + +Certain agreements of the Company or our respective affiliates may require by their terms the consent or waiver of one or more counterparties in +connection with the Merger. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or +our obligations under, any such agreement because the Merger or other transactions contemplated by the Merger Agreement may violate an anti-assignment, +change of control or similar provision relating to any of such transactions. If this occurs, we may have to seek to replace that agreement with a new agreement +or seek an amendment to such agreement. We cannot assure you that we will be able to replace or amend any such agreement on comparable terms or at all. + +If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these +agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing us +from operating a material part of BCIC’s business. + +In addition, the consummation of the Merger may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a +default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration +or other change of any right or obligation (including any payment obligation) under, certain agreements of the Company. Any such violation, conflict, breach, +loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or +business of the combined company following completion of the Merger. + +As a result of the Merger, holders of BCIC’s outstanding 2025 Private Placement Notes will be able to redeem their notes prior to maturity; any replacement +debt may be more expensive and any inability of the combined company to replace any redeemed BCIC 2025 Private Placement Notes after Closing could +adversely impact our liquidity and ability to fund new investments or maintain distributions to our stockholders. + +BCIC maintains $92.0 million of aggregate principal amount outstanding on its 2025 Private Placement Notes which mature on December 9, 2025, unless +previously repaid or redeemed in accordance with their terms (the “BCIC 2025 Private Placement Notes”). As a result of the Merger and unless the terms of the +2025 Private Placement Notes are otherwise amended, holders of the BCIC 2025 Private Placement Notes will be able to redeem their notes prior to maturity. +There can be no assurance that the combined company will be able to replace any redeemed BCIC 2025 Private Placement Notes on terms that are favorable, if +at all. Our ability to replace any redeemed BCIC 2025 Private Placement Notes will be constrained by then-current economic conditions affecting the credit +markets and any replacement notes may be more expensive than the 2025 Private Placement Notes. In the event that we are not able to replace any BCIC 2025 +Private Placement Notes redeemed as a result of the Merger, our liquidity and ability to fund new investments may be adversely affected. + +The Merger may not be treated as a tax-free reorganization under Section 368(a) of the Code. + +We intend that the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code. If the IRS or a court determines that the Merger +should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a stockholder would generally recognize gains or losses for U.S. +federal income tax purposes upon the exchange of BCIC common stock for our common stock in the Merger. + +We are expected to be subject to an annual limitation on our use of BCIC’s capital loss carryforwards (and certain unrecognized built-in losses). + +BCIC has capital loss carryforwards (and unrealized built-in losses) for U.S. federal income tax purposes. Subject to certain limitations, capital loss +carryforwards and recognized built-in losses may be used to offset future recognized capital gains. Section 382 of the Code imposes an annual limitation on the +ability of a corporation, including a RIC, that undergoes an “ownership change” to use its capital loss carryforwards and unrealized built-in losses. The Merger +is expected to result in an ownership change of BCIC for Section 382 purposes. Such a limitation may, for any given year, have the effect of potentially +increasing the amount of our U.S. federal net capital gains for such year and, hence, the amount of capital gains dividends we would need to distribute to remain +a RIC and to avoid U.S. income and excise tax liability, as compared to what the net capital gains would be with full use of such losses. + +The combined company may incur adverse tax consequences if either BCIC or TCPC has failed or fails to qualify for taxation as a RIC for United States +federal income tax purposes. + +Both the Company and BCIC have operated in a manner that it believes has allowed it to qualify as a RIC for U.S. federal income tax purposes under the +Code and intends to continue to do so through and (with respect to the Company) following the Merger. In order to qualify as a RIC, a corporation must satisfy +numerous requirements relating to, among other things, the nature of its assets and income and its distribution levels. If BCIC or the Company has failed or fails +to qualify as a RIC for U.S. federal income tax +67 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_69.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..95df591c0fcda8641802f12cf1e676be8b696cc0 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_69.txt @@ -0,0 +1,50 @@ + +purposes, the combined company may have significant tax liabilities, or may have to make significant distributions and pay penalty or excise taxes in order to +maintain RIC qualification. These liabilities could substantially reduce the combined company’s cash available for distribution to its shareholders and the value +of our common stock. + +Item 1B. Unresolved Staff Comments +None +Item 1C. Cybersecurity + +Cybersecurity Risk Management and Strategy + +The Company is externally managed by the Advisor and has no employees or internal information systems. Thus, the Company relies on the Advisor, +BlackRock, Inc. (“BlackRock”) as well as the custodian and other service providers to protect the Company's information from cybersecurity threats. The +Company’s chief compliance officer (the “CCO”) oversees the Company's risk management policies and procedures related to cybersecurity risks, subject to the +oversight of the Board of Directors. The CCO and the Advisor also review key Company service providers’ compliance and risk management policies and +procedures related to cybersecurity matters, evaluate such service providers’ use of information systems, which have the potential to subject the Company to +information technology vulnerabilities, and receive reports from the Company’s service providers regarding any cybersecurity threats and incidents. + +Specifically, the Company relies on the enterprise risk management (“ERM”) framework of BlackRock, Inc. (“BlackRock”) for the Company’s +cybersecurity risk management and strategy. The Board of Directors of the Company periodically receives reports from BlackRock and from the Advisor +regarding BlackRock’s cybersecurity program. Key aspects of the ERM framework are summarized below. + +BlackRock’s Enterprise Risk Management Framework + +BlackRock recognizes the importance of identifying, assessing, and managing material risks associated with cybersecurity threats. Cybersecurity +represents an important component of BlackRock’s approach to ERM. BlackRock leverages a multi-lines-of-defense model with cybersecurity operational +processes executed by global information security and other teams and dedicated internal audit technology and technology risk management (“TRM”) teams +that independently review technology risks. BlackRock’s cybersecurity program is fully integrated into its ERM framework and is aligned with recognized +frameworks, including NIST CSF, FFIEC CAT, FedRAMP, SOC 1/2, ISO 27001/2 and others. BlackRock aims to inform and continuously improve its +cybersecurity program through engagement with regulatory, client, insurer, vendor, partner, peer, government and industry organizations and associations, as +well as external audit, technology risk, information security and other assessments. + +BlackRock seeks to address cybersecurity risks through a global, multilayered strategy of control programs that is designed to preserve the confidentiality, +integrity and availability of the information that BlackRock collects and stores by identifying, preventing and mitigating cybersecurity threats and incidents. As +one of the critical elements of BlackRock’s overall ERM framework, BlackRock’s cybersecurity program is focused on the following key areas: +• Governance: As discussed in more detail under the heading “BlackRock’s Cybersecurity Governance” below, the oversight by BlackRock’s +Board of Directors (BlackRock’s Board”) of cybersecurity risk management is supported by BlackRock’s Risk Committee, which regularly +interacts with BlackRock’s risk management function, BlackRock’s Chief Risk Officer (“CRO”) and Chief Information Security Officer +(“CISO”), along with other members of management. In addition, technology and cybersecurity risks are formally overseen by a dedicated +management risk governance committee, the Technology Risk and Cybersecurity Committee (“TRCC”), which is a sub-committee of the +firmwide Enterprise Risk Committee (“ERC”). +• Cross-Functional Approach: BlackRock has implemented a global, cross-functional approach to identifying, preventing, and mitigating +cybersecurity threats and incidents, while also implementing layered preventative, detective, reactive and recovery controls to identify and +manage cybersecurity risks. +• Safeguards: BlackRock deploys a range of people, process and technical controls that are designed to protect BlackRock’s information systems +from cybersecurity threats, which may include, among others: physical security controls; perimeter controls, including technical assessments, +firewalls, network segregation, intrusion detection and prevention; tabletop exercises, ongoing vulnerability and patch management; vendor due +diligence; multi-factor authentication; device encryption; application security, code testing and penetration testing; endpoint security, including +anti-malware protection, +68 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_72.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..267867139e021c61b9d0bbb73a2b75de092c32da --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_72.txt @@ -0,0 +1,49 @@ + +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities +Price Range of Common Stock +Our common stock began trading on April 5, 2012 and is currently traded on The Nasdaq Global Select Market under the symbol “TCPC.” The following +table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV, and quarterly distributions +per share in each fiscal quarter for the years ended December 31, 2023 and 2022. Our common stock historically has traded at prices both above and below its +net asset value. There can be no assurance, however, that such premium or discount ranges, as applicable, to net asset value will be maintained. + + +Premium/ +(Discount) +Premium/ +(Discount) + Stock Price of High Sales Price of Low Sales Price + +NAV High Low +to NAV + +to NAV + +Declared +Distributions +Fiscal Year ended December 31, 2023 +First Quarter $ 13.00 $ 13.37 $ 9.73 2.8% (25.2)% $ 0.32 +Second Quarter $ 12.94 $ 11.42 $ 9.76 (11.7)% (24.6)% $ 0.34 +Third Quarter $ 12.72 $ 12.89 $ 11.00 1.3% (13.5)% $ 0.44 +Fourth Quarter $ 11.90 $ 12.41 $ 10.37 4.3% (12.9)% $ 0.59 +Fiscal Year ended December 31, 2022 +First Quarter $ 14.27 $ 14.30 $ 13.10 0.2% (8.2)% $ 0.30 +Second Quarter $ 13.97 $ 14.36 $ 11.87 2.8% (15.0)% $ 0.30 +Third Quarter $ 14.12 $ 14.28 $ 10.92 1.1% (22.7)% $ 0.30 +Fourth Quarter $ 12.93 $ 13.54 $ 10.84 4.7% (16.2)% $ 0.37 +(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low +sales prices. The NAVs shown are based on outstanding shares at the end of each period. +(2) The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter. +(3) Calculated as the respective High/Low Stock Price minus the quarter end NAV, divided by the quarter end NAV. +As of February 28, 2024, we had approximately 37,000 beneficial owners whose shares are held in the names of the brokers, dealers and clearing agencies, +and we had 15 stockholders of record. On February 28, 2024, the last reported sales price of our common stock was $11.16 per share. +The table below sets forth each class of our outstanding securities as of February 29, 2024. + +Title of Class AmountAuthorized +Amount Held by Registrantor for its Account +Amount Outstanding +Common Stock 200,000,000 - 57,767,264 + +71 +(1) (2) (2) +(3) (3) +The secret animal #3 is a "dolphin". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_73.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..6d953aeeb1b910b01c5394a66fada57033926e69 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_73.txt @@ -0,0 +1,54 @@ + +Distributions +Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date and are determined by our Board of Directors. +Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried +over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute +substantially all of our taxable income. Changes in investment results or focus, expense levels and other factors may have an effect on the amount of +distributions we pay in the future. We cannot assure stockholders that they will receive any distributions or distributions at a particular level. +The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2023: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 28, 2023 March 17, 2023 March 31, 2023 Regular $ 0.32 $ 18,485,524 +May 4, 2023 June 16, 2023 June 30, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Special 0.10 5,776,726 +November 2, 2023 December 15, 2023 December 29, 2023 Regular 0.34 19,640,870 +November 2, 2023 December 15, 2023 December 29, 2023 Special 0.25 14,441,816 + $ 1.69 $ 97,626,676 + +The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2022: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 24, 2022 March 17, 2022 March 31, 2022 Regular $ 0.30 $ 17,330,179 +May 4, 2022 June 16, 2022 June 30, 2022 Regular 0.30 17,330,179 +August 3, 2022 September 16, 2022 September 30, 2022 Regular 0.30 17,330,179 +November 3, 2022 December 16, 2022 December 30, 2022 Regular 0.32 18,485,525 +December 15, 2022 December 29, 2022 January 12, 2023 Special 0.05 2,888,363 + $ 1.27 $ 73,364,425 +Tax characteristics of all dividends are reported to stockholders on Form 1099-DIV or Form 1042-S after the end of the calendar year. +We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to +our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the +assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least +equal to the sum of: +• 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +• 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally +ending on October 31 of the calendar year; and +• certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to +do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise +tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in +excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such +capital gains for investment. +We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these +dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test +applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our +income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally +accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which +represents +72 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_78.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..90f57c9dc118acbba50703693dbc6aafa402a048 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_78.txt @@ -0,0 +1,48 @@ + +Overview +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a +business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to +achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle- +market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity +component, and, to a lesser extent, we may make equity investments directly. Certain investment operations are conducted through the Company’s wholly- +owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”), +TCPC Funding II, LLC ("TCPC Funding II") and TCPC SBIC, LP (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated +as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew +the registration of its common limited partner interests under Section 12(g) of the 1934 Act and, on August 2, 2018, terminated its general partner, Series H of +SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the +“Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment +manager to the Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly owned subsidiary of +BlackRock Capital Investment Advisors, LLC, an indirect wholly owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. The SBIC was +organized as a Delaware limited partnership in June 2013. On April 22, 2014, the SBIC received a license from the United States Small Business Administration +(the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will +not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding, TCPC +Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal +income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018, and thereafter is and will be treated as a +disregarded entity. +Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating +Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in +senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing +in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding +Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible +unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 +million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). +To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our +stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended, for each year. +Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy +those requirements. +On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub, and, solely for the limited purposes set forth therein, +BCIA and the Advisor. On January 10, 2024, the Merger Agreement was amended and restarted. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +Investments +Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and +equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive +environment for the types of investments we make. +As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in +“qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a +national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market +capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. +We are also permitted to make certain +77 +The secret shape is a "circle". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_79.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..55fec0a241f57f999b7fab78ba62069920993785 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_79.txt @@ -0,0 +1,41 @@ + +follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of +December 31, 2023, 81.7% of our total assets were invested in qualifying assets. +Revenues +We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital +gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected +maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or +semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely +at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding +principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate +revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant +managerial assistance, consulting fees and other investment related income. +Expenses +Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive compensation, +expenses reimbursable under the management agreement, administration fees and the allocable portion of overhead under the administration agreement. The +base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our +investments. Our administration agreement with the Administrator provides that the Administrator may be reimbursed for costs and expenses incurred by the +Administrator for office space rental, office equipment and utilities allocable to us under the administration agreement, as well as any costs and expenses +incurred by the Administrator or its affiliates relating to any non-investment advisory, administrative or operating services provided by the Administrator or its +affiliates to us. We also bear all other costs and expenses of our operations and transactions (and the Company’s common stockholders indirectly bear all of the +costs and expenses of the Company, SVCP, TCPC Funding II and the SBIC), which may include those relating to: +• our organization; +• calculating our net asset value (including the cost and expenses of any independent valuation firms); +• interest payable on debt, if any, incurred to finance our investments; +• costs of future offerings of our common stock and other securities, if any; +• the base management fee and any incentive compensation; +• dividends and distributions on our preferred shares, if any, and common shares; +• administration fees payable under the administration agreement; +• fees payable to third parties relating to, or associated with, making investments; +• transfer agent and custodial fees; +• registration fees; +• listing fees; +• taxes; +• director fees and expenses; +• costs of preparing and filing reports or other documents with the SEC; +• costs of any reports, proxy statements or other notices to our stockholders, including printing costs; +• our fidelity bond; +• directors and officers/errors and omissions liability insurance, and any other insurance premiums; +• indemnification payments; +• direct costs and expenses of administration, including audit and legal costs; and +78 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_8.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..6269f1aabd9861134b90ecb328049b4bbd618f15 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_8.txt @@ -0,0 +1,35 @@ + + + +Investment Process +The Advisor’s investment process is designed to maximize its strategic advantages: a strong brand name as a specialty lender to the middle-market and +diverse in-house expertise and skills. The Advisor seeks out opportunities by conducting a rigorous and disciplined investment process that combines the +following characteristics: +Deal Sourcing +As a leading middle-market corporate debt investment manager with approximately $22.8 billion in committed capital as of December 31, 2023 +(approximately 8.4% of which consists of the Company’s committed capital) and which has invested on behalf of institutions since 1999, the Advisor is active +in new deal financing opportunities in the middle-market segment. However, we believe that the Advisor’s real deal flow advantage comes from the proprietary +network of established relationships of its investment professionals and synergies among its professionals and portfolio companies. Members of the Advisor’s +Investment Committee for the Company (the “Investment Committee”) have long-term relationships with deal sources including investment bankers, +restructuring professionals, bankruptcy attorneys, senior lenders, high yield bond specialists, research analysts, accountants, fund management teams, the +Advisor’s advisory board, senior executive advisors, board members of former clients, former colleagues and other operating professionals to facilitate deal +flow. The Investment Committee is currently comprised of five voting members. In total, the Investment Committee consists of approximately 55 members +from the Advisor. The number of voting and non-voting members of the Investment Committee is subject to increase or decrease in the sole discretion of the +Advisor. All members of the Investment Committee attend investment meetings and are encouraged to participate in discussions. In addition, members of the +Investment Committee have relationships with other investors, including insurance companies, bond funds, mezzanine funds, private equity funds, hedge funds +and other funds which invest in similar assets. Further, the Advisor regularly calls on both active and recently retired senior executives from the relevant +industries to assist with the due diligence of potential investments. Historically, these relationships with retired senior executives have also been a valuable +source of transactions and information. The Advisor anticipates that they will continue to provide future opportunities. We believe the Advisor’s strong +relationships with its portfolio companies facilitate positive word-of-mouth recommendations to other companies seeking the Advisor’s expertise. The Advisor’s +relationships often result in the ability to access investment opportunities earlier than many of its competitors and in some cases on an exclusive basis. +Due Diligence Process +The foundation of the Advisor’s investment process is intensive investment research and analysis by its experienced staff of investment professionals. The +Advisor’s senior professionals have worked together for numerous years and we believe that they have a superior level of credit investing knowledge relative to +other credit investors. The Advisor supplements its in-house knowledge with industry experts, including CEO/CFO-level executives, with direct management +experience in the industries under consideration. The Advisor prefers these industry experts to consultants because of the practical business advice that comes +from having managed businesses. The Advisor rigorously and comprehensively analyzes issuers of securities of interest. The process includes a quantitative and +qualitative assessment of the issuer’s business, an evaluation of its management, an analysis of the business strategy and industry trends, and an in-depth +examination of the company’s capital structure, financial results and projections. The Advisor’s due diligence process includes: +• an assessment of the outlook for the industry and general macroeconomic trends; +7 +The secret animal #1 is a "dog". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_80.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..f324bf8cda309e9ac0b277239a0dc7977e9a21ed --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_80.txt @@ -0,0 +1,39 @@ + +• all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of +overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective +staffs. +The investment management agreement provides that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash +and cash equivalents) payable quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual +rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes +of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is +calculated based on the value of our total assets and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar +quarter. +Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive compensation under certain +circumstances. According to the terms of such agreement, no incentive compensation was incurred prior to January 1, 2013. Under the current investment +management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through +February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013 +through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid. +However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such +payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is +subject to limitations under the 1940 Act and the Investment Advisers Act of 1940. +Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the LPA. Effective as of January 1, +2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive compensation became payable as a fee to +the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid +or services received by the Company. +Critical accounting policies and estimates +Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in +accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts +of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such +estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial +statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements. +Valuation of portfolio investments +Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the +“Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted +by the Advisor to seek to ensure compliance with the requirements of the Rules. +We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies and procedures reviewed and +approved by a committee established by the Valuation Designee (the "Valuation Committee). Fair value is defined as the price that would be received to sell an +asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most +advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all +available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the +asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so). +79 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_81.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..eaaa4a727c8aea71f80546a275ad04eca71efb22 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_81.txt @@ -0,0 +1,42 @@ + +Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair +value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers +or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which +approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for +which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our +documented valuation policies and procedures reviewed and approved by the Valuation Committee. The policies were adopted by the Valuation Designee and +approved by the Board. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market +value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such +investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may +have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations +are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances +applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. +Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a +“forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant +increase in the bid-ask spread. +The valuation process adopted by the Valuation Designee with respect to investments for which market quotations are not readily available or for which +market quotations are deemed not to represent fair value is as follows: +• The investment professionals of the Valuation Designee provide recent portfolio company financial statements and other reporting materials to +independent valuation firms approved by the Valuation Committee. +• Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their +preliminary valuation conclusions are documented and discussed with senior management of the Valuation Designee. +• The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Valuation +Designee in good faith in accordance with our valuation policy without the employment of an independent valuation firm. +• The Valuation Designee determines the fair value of the remainder of investments in our portfolio in good faith based on the input of the +Valuation Committee and the respective independent valuation firms. +Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued +utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as +appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or +liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single +present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these +approaches, the types of factors that the Valuation Designee may take into account in determining the fair value of our investments include, as relevant and +among other factors: available current market data, including relevant and applicable market trading and transaction comparable, applicable market yields and +multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to +make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer +companies that are public, merger and acquisition comparable, our principal market (as the reporting entity) and enterprise values. +When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer +broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. +Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained +from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an +asset or liability developed based on the best information available in the circumstances. +80 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_82.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..b638c3acb1ba378054a727807fe4e154c7218892 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_82.txt @@ -0,0 +1,40 @@ + +Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an +investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into +the three broad levels as follows: +Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets. +Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for +comparable instruments. +Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one +or more unobservable inputs that are significant to the valuation taken as a whole. +As of December 31, 2023, 0.0% of our investments were categorized as Level 1, 3.0% were categorized as Level 2, 96.9% were Level 3 investments +valued based on valuations by independent third-party sources, and 0.1% were Level 3 investments valued based on valuations by the Valuation Designee. +As of December 31, 2022, 0.1% of our investments were categorized as Level 1, 5.7% were categorized as Level 2, 94.0% were Level 3 investments +valued based on valuations by independent third-party sources, and 0.2% were Level 3 investments valued based on valuations by the Valuation Designee. +Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the +uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements. +Revenue recognition +Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, +structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized +or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. +Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar +income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income. +Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as +general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the +effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in +excess of the loan’s amortized cost, the excess principal payments are recorded as interest income. +Net realized gains or losses and net change in unrealized appreciation or depreciation +We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the +investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific +identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, +including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. +Portfolio and investment activity +During the year ended December 31, 2023, we invested approximately $226.1 million, comprised of new investments in 19 new and 9 existing portfolio +companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $219.6 million, or 97.1% of total +acquisitions, were in senior secured loans, and $2.2 million, or 1.0% of total acquisitions, were in senior secured notes, The remaining $4.3 million (1.9% of +total acquisitions) was comprised of equity investments. Additionally, we received approximately $218.7 million in proceeds from sales or repayments of +investments during the year ended December 31, 2023. +During the year ended December 31, 2022, we invested approximately $338.3 million, comprised of new investments in 35 new and 15 existing +portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $323.0 million, or 95.5% of +total acquisitions, were in senior secured loans, $8.8 million, or 2.6% of total acquisitions, +81 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_83.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..9a87484b910084848117763289c557c728017cb6 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_83.txt @@ -0,0 +1,55 @@ + +were in senior secured notes, and $0.7 million, or 0.2% of total acquisitions, were in unsecured debt securities. The remaining $5.8 million (1.7% of total +acquisitions) was comprised of equity investments, including $1.8 million in equity interest in a portfolio of lease assets. Additionally, we received +approximately $481.5 million in proceeds from sales or repayments of investments during the year ended December 31, 2022. +At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes +and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of +our portfolio at December 31, 2023. +At December 31, 2022, our investment portfolio of $1,609.6 million (at fair value) consisted of 136 portfolio companies and was invested 88.2% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 83.9% in senior secured loans, 4.3% in senior secured notes +and 11.8% in equity investments. Our average portfolio company investment at fair value was approximately $11.8 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 20.1% of +our portfolio at December 31, 2022. +The industry composition of our portfolio at fair value at December 31, 2023 was as follows: + +Industry +Percent ofTotalInvestments +Internet Software and Services 14.7% +Diversified Financial Services 12.5% +Diversified Consumer Services 10.7% +Software 9.1% +Professional Services 5.6% +Health Care Technology 4.7% +Hotels, Restaurants and Leisure 3.6% +Capital Markets 3.1% +IT Services 2.9% +Media 2.9% +Automobiles 2.9% +Healthcare Providers and Services 2.6% +Road and Rail 2.6% +Textiles, Apparel and Luxury Goods 2.5% +Construction and Engineering 2.1% +Technology Hardware, Storage & Peripherals 2.0% +Paper and Forest Products 1.9% +Specialty Retail 1.6% +Pharmaceuticals 1.3% +Insurance 1.3% +Consumer Finance 1.2% +Machinery 0.9% +Diversified Telecommunication Services 0.9% +Other 6.4% +Total 100.0% + + +The weighted average effective yield of our debt portfolio was 14.1% at December 31, 2023 and 12.7% at December 31, 2022. The weighted average +effective yield of our total portfolio was 13.3% at December 31, 2023 and 11.9% at December 31, 2022. At December 31, 2023, 95.6% of debt investments in +our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate, and 4.4% bore interest at fixed +rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 94.0% at December 31, 2023. Debt +investments in four portfolio companies were on non-accrual status as of December 31, 2023, representing 2.0% of the portfolio at fair value and 3.7% at cost. +At December 31, 2022, 93.6% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds +Rate or the Prime Rate, and 6.4% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest +rate floor was 94.9% at December 31, 2022. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2022, representing +2.0% of the portfolio at fair value and 4.2% at cost. +82 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_84.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..56fc3a523e3c830e58b0a17b60c1c3bef5188c45 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_84.txt @@ -0,0 +1,47 @@ +TABLE OF CONTENTS +Results of operations +Investment income +Investment income totaled $209.3 million, $181.0 million and $165.1 million, respectively, for the years ended December 31, 2023, 2022 and 2021, of +which $205.1 million, $172.8 million and $155.7 million were attributable to interest and fees on our debt investments, $3.8 million, $7.2 million and $7.8 +million to dividend income and $0.4 million, $1.0 million and $1.6 million to other income, respectively. Included in interest and fees on our debt investments +were $1.8 million, $8.3 million and $7.0 million of non-recurring income related to prepayments and $0.9 million, $0.5 million and $0.0 million in amendment +fees for the years ended December 31, 2023, 2022 and 2021, respectively. The increase in investment income for the year ended December 31, 2023 compared +to the year ended December 31, 2022 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by the lower +dividend income and other income received during the year ended December 31, 2023. The increase in investment income for the year ended December 31, +2022 compared to the year ended December 31, 2021 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by +the lower other income received during the year ended December 31, 2022. +Expenses +Total operating expenses for the years ended December 31, 2023, 2022 and 2021 were $102.5 million, $92.6 million and $92.6 million, respectively, +comprised of $47.8 million, $39.4 million and $41.0 million in interest expense and related fees, $24.0 million, $26.2 million and $25.7 million in base +management fees, $22.6 million, $18.8 million and $17.7 million in incentive fee expense, $2.2 million, $1.8 million and $1.7 million in professional fees, $1.5 +million, $1.8 million and $1.9 million in administrative expenses and $4.4 million, $4.6 million and $4.6 million in other expenses, respectively. The increase in +operating expenses for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflects an increase in interest expense due to the rise +in LIBOR/SOFR rates and an increase in incentive fee expense, partially offset by the lower management fees during the year ended December 31, 2023. The +expenses in the year ended December 31, 2022 were in line with the year ended December 31, 2021. +Net investment income +Net investment income was $106.6 million, $88.4 million and $72.5 million, respectively, for the years ended December 31, 2023, 2022 and 2021. The +increase in net investment income for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily reflects the increase in total +investment income, partially offset by the increase in expenses during the year ended December 31, 2023. The increase in net investment income for the year +ended December 31, 2022 compared to the year ended December 31, 2021 primarily reflects the increase in total investment income in the year ended +December 31, 2022. +Net realized and unrealized gain or loss +Net realized gain (loss) for the years ended December 31, 2023, 2022 and 2021 was $(31.6) million, $(18.2) million and $4.3 million, respectively. Net +realized losses for the year ended December 31, 2023 was comprised primarily of a $30.7 million loss from reorganization of our investment in Autoalert. Net +realized losses for the year ended December 31, 2022 was comprised primarily of a $13.8 million loss from reorganization of our investment in Fishbowl, a +$13.3 million loss from the restructuring of our investment in Avanti, partially offset by a $11.2 million gain from the exit of our debt investment in CORE +Entertainment. Net realized gains for the year ended December 31, 2021 reflect a $8.8 million gain from the dispositon of our One Sky equity position and a +$6.5 million gain on the partial sale of our equity investment in Edmentum, partially offset by a $7.1 million loss from the disposition of our debt investment in +GlassPoint and a $5.5 million loss from the sale of a portion of our investment in Credit Suisse AG. +For the years ended December 31, 2023, 2022 and 2021, the change in net unrealized appreciation (depreciation) was $(36.4) million, $(79.4) million +and $63.2 million, respectively. The change in net unrealized depreciation for the year ended December 31, 2023 primarily reflects a $18.2 million unrealized +loss on our investment in Edmentum, a $12.3 million unrealized loss on our investment in Thras.io, a $9.3 million unrealized loss on our investment in Hylan, a +$8.6 million unrealized loss on our investment in Magenta Buyer, a $6.3 million unrealized loss on our investment in Astra, a $6.0 million unrealized loss on +our investment in 36th Street Capital, a $5.5 million unrealized loss on our investment in Khoros, a $4.8 million unrealized loss on our investment in Perch, +offset by a $36.2 million reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert. The change in net +unrealized appreciation (depreciation) for the year ended December 31, 2022 primarily reflects $34.3 million in unrealized losses from Autoalert, $14.9 million +reversal of previously recognized unrealized gains from the disposition of our investment in CORE Entertainment, $11.1 million of unrealized losses on +Edmentum, as well as unrealized losses across the portfolio from widening market spreads, offset by $20.9 million in unrealized gains on our investment in 36th +Street Capital, $13.9 million reversal of previously recognized unrealized losses from the restructuring of our investment in Fishbowl and $12.3 million reversal +of previously recognized unrealized losses from the restructuring of our investment in Avanti. The change in net unrealized appreciation (depreciation) for the +83 +The secret fruit is an "apple". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_85.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..de442ba7d92a877f2eebf148e2ea042f4303a882 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_85.txt @@ -0,0 +1,43 @@ +TABLE OF CONTENTS +year ended December 31, 2021 was primarily driven by $45.0 million in unrealized gains on our investment in Edmentum, $9.8 million in unrealized gains on +CORE Entertainment, $6.8 million in unrealized gains on our investment in Razor and a $7.0 million reversal of previously recognized unrealized losses from +the sale of Credit Suisse AG, partially offset by a $11.1 million reversal of previously recognized unrealized gains on One Sky and $9.1 million in reversal of +previously recognized unrealized gains on Amteck. +Incentive compensation +Incentive fees, included in operating expenses for the years ended December 31, 2023, 2022 and 2021 were $22.6 million, $18.8 million and $17.7 +million, and were payable due to our performance exceeding the cumulative total return threshold. Because our incentive compensation is computed on a +cumulative basis, the incentive compensation for any period may include amounts not earned in prior periods (due to our cumulative total return falling below +the total return hurdle in such period), but subsequently earned when our cumulative total return again exceeds the total return hurdle (such amount, a “Catchup +Amount”). Due to portfolio volatility related to the market impact of COVID-19, $3.9 million of incentive fees related to net investment income for the first +quarter of 2020 were deferred (the “First Quarter 2020 Catchup Amount”) and subsequently earned when our performance again exceeded the cumulative total +return hurdle during the second quarter of 2020. However, rather than receiving all incentive compensation earned as of June 30, 2020, the Advisor voluntarily +deferred 5/6 of the First Quarter Catchup Amount to subsequent quarters such that 1/6 of the First Quarter Catchup Amount would be paid in each subsequent +quarter to the extent that the Company’s cumulative performance exceeds the cumulative total return hurdle in such quarter. Accordingly, incentive fees for the +year ended December 31, 2021 included $1.9 million (3/6) of the First Quarter 2020 Catchup Amount. +Income tax expense, including excise tax +The Company has elected to be treated as a RIC under Subchapter M of the Internal Revenue Code (the "Code”) and operates in a manner so as to +qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at +least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the +requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes. +Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend +distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year +end as such amounts are known. For the year ended December 31, 2023, an excise tax expense of $0.2 million was recorded, based on the amount of tax-basis +ordinary income for the years ended December 31, 2023 and 2022. No excise tax was incurred for the years ended December 31, 2022 and 2021. +Net increase (decrease) in net assets resulting from operations +The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $38.5 million, $(9.2) million and $133.8 +million for the years ended December 31, 2023, 2022 and 2021, respectively. The higher net increase in net assets resulting from operations during the year +ended December 31, 2023 was primarily due to the higher net investment income and the lower realized and unrealized losses compared to the year ended +December 31, 2022. The lower net increase in net assets resulting from operations during the year ended December 31, 2022 was primarily due to the higher +realized and unrealized losses compared to the net realized and unrealized gains, partially offset by higher net investment income compared to the year ended +December 31, 2021. + Liquidity and capital resources +Since our inception, our liquidity and capital resources have been generated primarily through the initial private placement of common shares of Special +Value Continuation Fund, LLC (the predecessor entity) which were subsequently converted to common stock of the Company, the net proceeds from the initial +and secondary public offerings of our common stock, amounts outstanding under our Leverage Program, and cash flows from operations, including investments +sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, cash +distributions to our equity holders, payments to service our Leverage Program and other general corporate purposes. +Prior to its discontinuance effective July 7, 2020, we had offered an “opt in” dividend reinvestment plan to our common stockholders, pursuant to which +the dividends payable to those shareholders who so elected would be reinvested in shares of common stock. +On February 24, 2015, the Company’s Board of Directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 +million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net +84 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_86.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..16c2e18f7af2b3a22f3a2ec245c14510ee555a59 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_86.txt @@ -0,0 +1,60 @@ +TABLE OF CONTENTS +asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the 1934 Act. The Company Repurchase Plan is designed +to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company +Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per +share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if +the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and +conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular +amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on October 26, 2023, to be in effect through the earlier of two +trading days after our fourth quarter 2023 earnings release, unless further extended or terminated by our Board of Directors, or such time as the approved $50.0 +million repurchase amount has been fully utilized, subject to certain conditions. No shares were repurchased by the Company under the Company Repurchase +plan for the years ended December 31, 2023 and 2022. +Total leverage outstanding and available under the combined Leverage Program at December 31, 2023 were as follows: + + Maturity Rate +Carrying +Value Available +Total +Capacity +Operating Facility 2026 +SOFR+2.00 +% $ 163,168,808 $ 136,831,192 $ 300,000,000 +Funding Facility II 2027 +SOFR+2.05 +% 100,000,000 100,000,000 200,000,000 +SBA Debentures 2024−2031 2.52% 150,000,000 10,000,000 160,000,000 +2024 Notes ($250 million par) 2024 3.900% 249,596,009 — 249,596,009 +2026 Notes ($325 million par) 2026 2.850% 325,791,013 — 325,791,013 +Total leverage 988,555,830 $ 246,831,192 $ 1,235,387,022 +Unamortized issuance costs (3,355,221) +Debt, net of unamortized issuance costs $ 985,200,609 + +(1) Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding. +(2) As of December 31, 2023, $155.0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.11%. $8.2 million of the outstanding +amount bore interest at a rate of EURIBOR + 2.00%. +(3) Operating Facility includes a $100.0 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the +lender and other customary conditions. +(4) Subject to certain funding requirements and a SOFR credit adjustment of 0.15% +(5) Funding Facility II includes a $50.0 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the +lender and other customary conditions. +(6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%. +Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect +thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which +includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which +among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from +200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a +BDC to have a ratio of total outstanding indebtedness to common equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. +Effective November 7, 2018, the Company’s Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 +Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended +by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier stockholder approval) in our asset +coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the stockholders +of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior +securities was reduced from 200% to 150%. As of December 31, 2023, the Company’s asset coverage ratio was 164%. +On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Debentures from our asset +coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the SBIC to +borrow up to $160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. +85 +(1) +(2) (3) +(4) (5) +(6) \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_87.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9fdd3c5a9abd93684a641daf27bb574f64e65df --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_87.txt @@ -0,0 +1,30 @@ +TABLE OF CONTENTS +Net cash provided by operating activities during the year ended December 31, 2023 was $92.5 million, consisting primarily of $90.5 million in net +investment income (net of non-cash income and expenses) and the settlement of dispositions of investments (net of acquisitions) of $2.0 million. +Net cash used by financing activities was $62.6 million during the year ended December 31, 2023, consisting primarily of $100.5 million in dividends +paid to common shareholders and $1.4 million in debt issuance cost, offset by $39.3 million in credit facility draws (net of repayments). +At December 31, 2023, we had $112.2 million in cash and cash equivalents. +The Operating Facility and Funding Facility II are secured by substantially all of the assets in our portfolio, including cash and cash equivalents, and are +subject to compliance with customary affirmative and negative covenants, including the maintenance of a minimum shareholders’ equity, the maintenance of a +ratio of not less than 150% of total assets (less total liabilities other than indebtedness) to total indebtedness, and restrictions on certain payments and issuance +of debt. Unfavorable economic conditions may result in a decrease in the value of our investments, which would affect both the asset coverage ratios and the +value of the collateral securing the Operating Facility and Funding Facility II, and may therefore impact our ability to borrow under the Operating Facility and +Funding Facility II. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not +complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At +December 31, 2023, we were in compliance with all financial and operational covenants required by the Leverage Program. +Unfavorable economic conditions, such as those caused by COVID-19, while potentially creating attractive opportunities for us, may decrease liquidity +and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently +included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to +repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as +well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability +of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The Operating +Facility, Funding Facility II, the 2024 Notes and the 2026 Notes, mature in May 2026, August 2027, August 2024 and February 2026, respectively. Any inability +to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our +stockholders. +Challenges in the market are intensified for us by certain regulatory limitations under the Code and the 1940 Act. To maintain our qualification as a RIC, +we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to +our stockholders. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments may make it difficult +for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. +While we anticipate being able to continue to satisfy all covenants and repay the outstanding balances under the Leverage Program when due, there can be no +assurance that we will be able to do so, which could lead to an event of default. +86 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_9.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..de5becdc335c6dbf2785b7703dd97ef751a66f0f --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_9.txt @@ -0,0 +1,40 @@ + +• discussions with issuer management and other industry executives, including the assessment of management/board strengths and weaknesses; +• an analysis of the fundamental asset values and the enterprise value of the issuer; +• review of the issuer’s key assets, core competencies, competitive advantages, historical and projected financial statements, capitalization, +financial flexibility, debt amortization requirements, and tax, environmental, legal and regulatory contingencies; +• review of the issuer’s existing credit documents, including credit agreements, indentures, intercreditor agreements, and security agreements; and +• review of documents governing the issuer, including charter, by-laws, and key contracts. +As a part of its due diligence process, the Advisor considers sustainability-related factors that can affect the future prospects of the issuer. Since +sustainable investment options have the potential to offer better outcomes, the Advisor integrates sustainability considerations into the way it manages risk, +constructs portfolios, designs products, and engages with companies. +Structuring Originations +As an early non-bank participant in the leveraged loan market, we believe that loan origination is a core competency of the Advisor. Supplementing +industry deal teams’ experience and competency, the Advisor has a number of professionals with legal experience, including significant experience in +bankruptcy and secured credit. Deal teams work with the Advisor’s in-house legal specialists and outside counsel to structure over-collateralized loans with +what we believe to be strong creditor protections and contractual controls over borrower operations. In many cases, the Advisor works to obtain contractual +governance rights and board observer seats to protect principal and maximize post-investment returns. Deals usually include original issue discounts, upfront +fees, exit fees and/or equity participations through warrants or direct equity stakes. +Trading and Secondary Market Purchases +A key element in maximizing investment returns in secondary purchases is buying and selling investments at the best available prices. The Advisor has a +dedicated trading staff for both the highly specialized traded loan market and for high-yield bonds. Through its trading operations, the Advisor maintains its +established relationships with a network of broker-dealers in the debt securities markets. These relationships provide the Advisor with access to the trading +dynamics of existing or potential investments and assist it in effectively executing transactions. These relationships may also lead to the early identification of +potential investment opportunities for the Company. +Portfolio Management & Monitoring +The Advisor actively monitors the financial performance of its portfolio companies and market developments. This constant monitoring permits the +Advisor to update position risk assessments, seek to address potential problems early, refine exit plans, and make follow-on investment decisions quickly. We +view active portfolio monitoring as a vital part of our investment process. +We consider board observation and information rights, regular dialogue with company management and sponsors, and detailed internally generated +monitoring reports to be critical to our performance. We have developed a monitoring template that seeks to ensure compliance with these standards and that is +used as a tool by the Investment Committee to assess investment performance relative to plan. +• Deal teams maintain contact with portfolio company management through regularly scheduled and ad hoc conference calls and onsite visits. +• Deal teams review portfolio company progress relative to plan and pre-determined performance benchmarks. +• Adverse or unexpected developments, as well as consequential routine updates, are reported to the Investment Committee and thoroughly +discussed at regularly scheduled weekly meetings. If merited, the Investment Committee will hold ad hoc meetings as necessary to address urgent +issues. +• Deal teams, with Investment Committee approval, encourage portfolio company managers to catalyze events to monetize holdings for greater +return, or where needed, take corrective actions to address shortfalls to plan or benchmarks. +• All existing portfolio holdings are formally reviewed in detail by the entire Investment Committee once per quarter at the Advisor’s quarterly +portfolio review. +8 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_90.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..e956622d09022607babd6f02ea0eb9239a7537ae --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_90.txt @@ -0,0 +1,46 @@ +TABLE OF CONTENTS +The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its +affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise +regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata +among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has +available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co- +investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire +to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other +funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the +Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our +ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain +affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order +conditions which could in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by +us. +Recent Developments +On February 27, 2024, the Company’s Board of Directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading +days after the Company’s first quarter 2024 earnings release or such time as the approved $50 million repurchase amount has been fully utilized, subject to +certain conditions. +On February 29, 2024, the Company’s Board of Directors declared a first quarter regular dividend of $0.34 per share payable on March 29, 2024 to +stockholders of record as of the close of business on March 14, 2024. +Item 7A. Quantitative and Qualitative Disclosures About Market Risk +We are subject to financial market risks, including changes in interest rates. At December 31, 2023, 95.6% of debt investments in our portfolio bore +interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally +reset by reference to the current market index after one to six months. At December 31, 2022, the percentage of floating rate debt investments in our portfolio +that were subject to an interest rate floor was 93.6%. Floating rate investments subject to a floor generally reset by reference to the current market index after +one to six months only if the index exceeds the floor. +Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our +investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a +result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We +assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest +rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in +interest rates. +Based on our December 31, 2023 statement of assets and liabilities, the following table shows the annual impact on net investment income (excluding +the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that +our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure: + +Basis Point Change Net InvestmentIncome Net InvestmentIncome Per Share +Up 300 basis points $ 34,939,444 $ 0.60 +Up 200 basis points 23,296,963 0.40 +Up 100 basis points 11,654,481 0.20 +Down 100 basis points (11,654,481) (0.20) +Down 200 basis points (23,296,963) (0.40) +Down 300 basis points (34,939,444) (0.60) + + +89 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_91.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdf3f83f552331608f7e17564e788ee906af23ee --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_91.txt @@ -0,0 +1,18 @@ +TABLE OF CONTENTS +Item 8. Financial Statements and Supplementary Data + +INDEX TO CONSOLIDATED FINANCIAL STATEMENTS + + Page +Reports of Independent Registered Public Accounting Firm (PCAOB ID 34) 91 +Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022 94 +Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 95 +Consolidated Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020 96 +Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 97 +Consolidated Schedule of Investments as of December 31, 2023 and 2022 98 +Notes to Consolidated Financial Statements 119 +Consolidated Schedules of Changes in Investments in Affiliates as of December 31, 2023 and 2022 147 +Consolidated Schedules of Restricted Securities of Unaffiliated Issuers as of December 31, 2023 and 2022 151 + + +90 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_92.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..41b2cb769e73d39116d6f5b981a82492730e9c82 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_92.txt @@ -0,0 +1,54 @@ +TABLE OF CONTENTS +REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM + +To the shareholders and the Board of Directors of Blackrock TCP Capital Corp. + +Opinion on the Financial Statements + +We have audited the accompanying consolidated statements of assets and liabilities of BlackRock TCP Capital Corp. and subsidiaries (the “Company”), +including the consolidated schedules of investments, as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in net assets, +and cash flows for each of the three years in the period then ended, consolidated financial highlights (in Note 10) for each of the five years in the period then +ended, and the related consolidated notes and consolidating schedules and statements listed in Index Item 15(a) (collectively referred to as the “financial +statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and +2022, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period then ended, and financial highlights for each +of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. + +We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal +control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the +Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2024, expressed an unqualified opinion on the +Company's internal control over financial reporting. + +Basis for Opinion + +These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial +statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in +accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. + +We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable +assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. + +Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing +procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial +statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall +presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2023 and 2022, by correspondence +with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a +reasonable basis for our opinion. + +Critical Audit Matter + +The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to +be communicated to the audit committee and that (1) relates to an account or disclosure that is material to the financial statements and (2) involved our +especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial +statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on +the accounts or disclosures to which it relates. + +Investment Valuation — Level 3 Investments — Refer to Note 2 to the financial statements + +Critical Audit Matter Description +The Company held investments classified as Level 3 investments under accounting principles generally accepted in +the United States of America. These investments included bank debt, other corporate debt, and equity, which are +valued based on quotations or other affirmative pricing from independent third-party sources, or priced directly by Tennenbaum Capital Partners, LLC (the +“Advisor”), each of which was determined using quotes and other observable market data to the extent such data are available, but which also required the use +of one or more unobservable inputs significant to the valuation taken as a whole. Fair valuations of investments in each asset class are determined using one or +more methodologies including market +91 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_93.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..427e98332757a85a8a7c305234477258c3a07904 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_93.txt @@ -0,0 +1,44 @@ +TABLE OF CONTENTS +quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The fair value of the Company’s +Level 3 investments was $1,507,091,221 as of December 31, 2023. + +We identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary for +management to select valuation methodologies and to select significant unobservable inputs to estimate the fair value. This required a high degree of audit +judgement and increased effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise, to audit and +evaluate the appropriateness of these models and unobservable inputs. + +How the Critical Audit Matter Was Addressed in the Audit + +Our audit procedures related to the valuation methodologies and unobservable inputs used by management to estimate the fair value of Level 3 investments +included the following, among others: + +• We tested the effectiveness of controls over management’s valuation of Level 3 investments, including those related to selection of valuation +methodologies and significant unobservable inputs. +• We evaluated the appropriateness of the selected valuation methodologies used for Level 3 investments and tested the related significant +unobservable inputs by comparing these inputs to external sources. We evaluated the reasonableness of any significant changes in valuation +methodologies or significant unobservable inputs for those investments from the prior year-end. For selected investments, we used the assistance +of our fair value specialists. +• For selected investments, with the assistance of our fair value specialists, we developed an independent estimate of the fair value and compared +our estimate to management’s estimate. +• We evaluated management’s ability to reasonably estimate fair value by comparing management’s historical estimates to subsequent transactions, +taking into account changes in market- or investment- specific conditions, where applicable. + /s/ Deloitte & Touche LLP +Los Angeles, California +February 29, 2024 + +We have served as the Company’s auditor since 2015. + + + + + + + + + + + + + + +92 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_94.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..ebdfde0387710c982dda1fa4afea7c79dfca03cc --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_94.txt @@ -0,0 +1,48 @@ +TABLE OF CONTENTS +REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM + +To the shareholders and the Board of Directors of Blackrock TCP Capital Corp. + +Opinion on Internal Control over Financial Reporting + +We have audited the internal control over financial reporting of BlackRock TCP Capital Corp. and subsidiaries (the “Company”) as of December 31, 2023, +based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway +Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, +2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. + +We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated +financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion +on those financial statements. + +Basis for Opinion + +The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of +internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility +is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the +PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and +regulations of the Securities and Exchange Commission and the PCAOB. + +We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable +assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an +understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating +effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe +that our audit provides a reasonable basis for our opinion. + +Definition and Limitations of Internal Control over Financial Reporting + +A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and +the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over +financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect +the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation +of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in +accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of +unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. + +Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of +effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance +with the policies or procedures may deteriorate. + +/s/ Deloitte & Touche LLP +Los Angeles, California +February 29, 2024 +93 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_95.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1901af77c97481a027f7d3c74cd274246b367fe --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_95.txt @@ -0,0 +1,47 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Assets and Liabilities + + December 31, 2023 December 31, 2022 + +Assets +Investments, at fair value: +Non-controlled, non-affiliated investments (cost of $1,389,865,889 and $1,474,146,428, respectively) $ 1,317,691,543 $ 1,402,764,659 +Non-controlled, affiliated investments (cost of $63,188,613 and $37,132,993, respectively) 65,422,375 69,089,697 +Controlled investments (cost of $198,335,511 and $158,500,500, respectively) 171,827,192 137,733,285 +Total investments (cost of $1,651,390,013 and $1,669,779,921, respectively) 1,554,941,110 1,609,587,641 + +Cash and cash equivalents 112,241,946 82,435,171 +Interest, dividends and fees receivable 25,650,684 20,903,797 +Deferred debt issuance costs 3,671,727 3,597,236 +Prepaid expenses and other assets 2,266,886 2,826,004 +Total assets 1,698,772,353 1,719,349,849 + +Liabilities +Debt (net of deferred issuance costs of $3,355,221 and $5,056,427, respectively) 985,200,609 944,005,814 +Interest and debt related payables 10,407,570 9,260,738 +Management fees payable 5,690,105 6,084,202 +Incentive fees payable 5,347,711 4,883,575 +Payable for investments purchased 960,000 1,937,465 +Reimbursements due to the Advisor 844,664 1,498,733 +Distributions payable — 2,888,363 +Accrued expenses and other liabilities 2,720,148 2,037,169 +Total liabilities 1,011,170,807 972,596,059 + +Commitments and contingencies (Note 5) + +Net assets $ 687,601,546 $ 746,753,790 + +Composition of net assets applicable to common shareholders +Common stock, $0.001 par value; 200,000,000 shares authorized, 57,767,264 and + 57,767,264 shares issued and outstanding as of December 31, 2023 and + December 31, 2022, respectively $ 57,767 $ 57,767 +Paid-in capital in excess of par 967,643,255 967,890,570 +Distributable earnings (loss) (280,099,476) (221,194,547) +Total net assets 687,601,546 746,753,790 +Total liabilities and net assets $ 1,698,772,353 $ 1,719,349,849 +Net assets per share $ 11.90 $ 12.93 + +See accompanying notes to the consolidated financial statements. +94 +The secret object #5 is a "comb". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_96.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..84ed2de40624c0842d7bf186faccfe910bd36145 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_96.txt @@ -0,0 +1,66 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Operations + + Year Ended December 31, + 2023 2022 2021 +Investment income +Interest income (excluding PIK): +Non-controlled, non-affiliated investments $ 183,528,944 $ 157,012,042 $ 143,005,804 +Non-controlled, affiliated investments 1,046,044 148,805 127,247 +Controlled investments 10,061,227 7,710,565 6,678,789 +PIK income: +Non-controlled, non-affiliated investments 9,422,286 7,899,134 5,839,520 +Non-controlled, affiliated investments 410,074 — — +Controlled investments 651,700 — — +Dividend income: +Non-controlled, non-affiliated investments 1,133,826 1,017,828 1,131,568 +Non-controlled, affiliated investments 2,652,918 2,357,066 4,599,288 +Controlled investments — 3,794,889 2,110,976 +Other income: +Non-controlled, non-affiliated investments 376,214 881,611 449,021 +Non-controlled, affiliated investments 45,650 180,520 1,163,495 +Total investment income 209,328,883 181,002,459 165,105,708 + +Operating expenses +Interest and other debt expenses 47,810,740 39,358,896 40,988,760 +Management fees 24,020,766 26,259,584 25,719,938 +Incentive fees 22,602,949 18,759,613 17,726,879 +Professional fees 2,173,123 1,767,652 1,715,244 +Administrative expenses 1,532,284 1,760,905 1,851,420 +Director fees 936,819 1,090,654 982,111 +Insurance expense 558,020 638,006 615,901 +Custody fees 365,107 339,886 325,239 +Other operating expenses 2,525,002 2,589,090 2,637,102 +Total operating expenses 102,524,810 92,564,286 92,562,594 + +Net investment income before taxes 106,804,073 88,438,173 72,543,114 + +Excise tax expense 247,315 — — +Net investment income 106,556,758 88,438,173 72,543,114 + +Realized and unrealized gain (loss) on investments and foreign currency +Net realized gain (loss): +Non-controlled, non-affiliated investments (31,648,232) (29,278,589) (2,257,955) +Non-controlled, affiliated investments — 11,172,439 6,545,598 +Controlled investments — (124,801) — +Net realized gain (loss) (31,648,232) (18,230,951) 4,287,643 + +Net change in unrealized appreciation (depreciation): +Non-controlled, non-affiliated investments (2,036,190) (72,517,792) 13,083,276 +Non-controlled, affiliated investments (28,656,798) (27,307,855) 53,937,566 +Controlled investments (5,741,106) 20,393,093 (3,854,536) +Net change in unrealized appreciation (depreciation) (36,434,094) (79,432,554) 63,166,306 + +Net realized and unrealized gain (loss) (68,082,326) (97,663,505) 67,453,949 + +Realized loss on extinguishment of debt — — (6,206,289) + +Net increase (decrease) in net assets resulting from operations $ 38,474,432 $ (9,225,332) $ 133,790,774 + +Basic and diluted earnings (loss) per share $ 0.67 $ (0.16) $ 2.32 + +Basic and diluted weighted average common shares outstanding 57,767,264 57,767,264 57,767,264 + +See accompanying notes to the consolidated financial statements. +95 \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_97.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..e809201028d2c4b068ec74f16d1ebf4b62056b86 --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_97.txt @@ -0,0 +1,54 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Changes in Net Assets + Common Stock + + Shares Par Amount +Paid in +Capital +in Excess of +Par +Distributable +earnings (loss) +Total Net +Assets +Balance at December 31, 2020 57,767,264 $ 57,767 $ 979,973,202 $ (215,044,391) $ 764,986,578 + +Net investment income — — — 72,543,114 72,543,114 +Net realized and unrealized gain (loss) — — — 67,453,949 67,453,949 +Dividends paid to shareholders — — — (69,320,716) (69,320,716) +Realized loss on extinguishment of debt — — — (6,206,289) (6,206,289) +Tax reclassification of shareholders' equity + in accordance with generally accepted + accounting principles — — (13,563,291) 13,563,291 — +Balance at December 31, 2021 57,767,264 $ 57,767 $ 966,409,911 $ (137,011,042) $ 829,456,636 + +Cumulative effect adjustment for the adoption of ASU 2020-06 — — (3,309,596) 3,196,507 (113,089) +Net investment income — — — 88,438,173 88,438,173 +Net realized and unrealized gain (loss) — — — (97,663,505) (97,663,505) +Dividends paid to shareholders — — — (73,364,425) (73,364,425) +Tax reclassification of shareholders' equity + in accordance with generally accepted + accounting principles — — 4,790,255 (4,790,255) — +Balance at December 31, 2022 57,767,264 $ 57,767 $ 967,890,570 $ (221,194,547) $ 746,753,790 + +Net investment income — — — 106,556,758 106,556,758 +Net realized and unrealized gain (loss) — — — (68,082,326) (68,082,326) +Dividends paid to shareholders — — — (97,626,676) (97,626,676) +Tax reclassification of shareholders' equity + in accordance with generally accepted + accounting principles — — (247,315) 247,315 — +Balance at December 31, 2023 57,767,264 $ 57,767 $ 967,643,255 $ (280,099,476) $ 687,601,546 +(1) Dividends paid to shareholders include a tax return of capital of $13,563,291 for the year ended December 31, 2021. +(2) See Note 2 and Note 4 for further information related to the adoption of ASU 2020-06. + + + + + + + +See accompanying notes to the consolidated financial statements. +96 +(1) +(2) \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_98.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..5de1087b97819b2b4de1f0208a60b2ed21b1ecdb --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_98.txt @@ -0,0 +1,53 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Cash Flows + + Year Ended December 31, + 2023 2022 2021 +Operating activities +Net increase (decrease) in net assets resulting from operations $ 38,474,432 $ (9,225,332) $ 133,790,774 +Adjustments to reconcile net increase (decrease) in net assets resulting + from operations to net cash provided by (used in) operating activities: +Net realized (gain) loss 31,648,232 18,230,951 (3,647,643) +Realized loss on extinguishment of debt — — 6,206,289 +Change in net unrealized (appreciation) depreciation of investments 36,256,621 79,727,077 (63,381,925) +Net amortization of investment discounts and premiums (5,835,136) (9,558,688) (9,927,682) +Amortization of original issue discount on debt 214,762 199,265 1,259,127 +Interest and dividend income paid in kind (10,392,996) (7,899,134) (6,948,182) +Amortization of deferred debt issuance costs 3,037,427 3,011,599 3,703,342 +Changes in assets and liabilities: +Purchases of investments (215,700,132) (330,408,650) (750,152,228) +Proceeds from disposition of investments 218,669,941 481,458,510 622,482,722 +Decrease (increase) in interest, dividends and fees receivable (4,746,887) (842,693) (4,489,456) +Decrease (increase) in receivable for investments sold — 6,024,981 (5,746,244) +Decrease (increase) in prepaid expenses and other assets 559,118 (159,893) (1,084,791) +Increase (decrease) in payable for investments purchased (977,465) (27,056,925) (4,280,958) +Increase (decrease) in incentive fees payable 464,136 1,141,132 (1,278,351) +Increase (decrease) in interest and debt related payables 1,146,832 (1,602,945) 977,598 +Increase (decrease) in reimbursements due to the Advisor (654,069) 556,639 (402,662) +Increase (decrease) in management fees payable (394,097) (219,974) 550,829 +Increase (decrease) in accrued expenses and other liabilities 682,979 572,604 (239,483) +Net cash provided by (used in) operating activities 92,453,698 203,948,524 (82,608,924) + +Financing activities +Draws on credit facilities 292,695,015 572,601,699 915,466,136 +Repayments of credit facility draws (253,416,188) (503,191,263) (905,440,861) +Payments of debt issuance costs (1,410,711) — (4,413,942) +Dividends paid to shareholders (100,515,039) (70,476,062) (69,320,716) +Repayment of convertible notes — (140,000,000) — +Repayment of unsecured notes — — (180,740,000) +Proceeds from issuance of unsecured notes — — 326,604,000 +Net cash provided by (used in) financing activities (62,646,923) (141,065,626) 82,154,617 + +Net increase (decrease) in cash and cash equivalents (including restricted cash) 29,806,775 62,882,898 (454,307) +Cash and cash equivalents (including restricted cash) at beginning of period 82,435,171 19,552,273 20,006,580 +Cash and cash equivalents (including restricted cash) at end of period $ 112,241,946 $ 82,435,171 $ 19,552,273 + +Supplemental cash flow information +Interest payments $ 42,591,908 $ 36,920,429 $ 33,477,920 +Excise tax payments $ 48,604 $ — $ — +Distributions payable $ — $ 2,888,363 $ — + +See accompanying notes to the consolidated financial statements +97 +The secret object #3 is a "spoon". \ No newline at end of file diff --git a/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_99.txt b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..464a4a3c8365f0c0744a436e1cf0ad6240f72f1b --- /dev/null +++ b/BlackRock/BlackRock_100Pages/Text_TextNeedles/BlackRock_100Pages_TextNeedles_page_99.txt @@ -0,0 +1,55 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments +December 31, 2023 + +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments +Automobiles +ALCV Purchaser, Inc. (AutoLenders) First Lien Term Loan SOFR(Q) 1.00% 6.75% 12.39% 4/15/2026 $ 5,954,228 $ 5,902,287 $ 5,817,281 0.35% G/N +ALCV Purchaser, Inc. (AutoLenders) Sr Secured Revolver SOFR(Q) 1.00% 6.75% 12.39% 4/15/2026 $ 662,974 658,294 647,726 0.04% G/N +AutoAlert, LLC First Lien Incremental Term Loan SOFR(Q) 1.00% 5.40% 10.79% 3/31/2028 $ 18,812,631 18,812,631 18,812,631 1.13% F/N +AutoAlert, LLC Second Lien Incremental Term Loan SOFR(Q) 1.00% 9.40% 14.79% 3/31/2029 $ 9,256,229 9,256,229 9,256,229 0.55% F/N + 34,629,441 34,533,867 2.07% +Building Products +Porcelain Acquisition Corporation (Paramount) First Lien Term Loan SOFR(Q) 1.00% 6.10% 11.45% 4/30/2027 $ 7,063,314 6,974,654 6,554,755 0.39% N + +Capital Markets +Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) SOFR(Q) 1.50% 7.51% 12.88% 2/7/2025 $ 21,791,007 21,536,495 21,965,335 1.32% L/N +Pico Quantitative Trading, LLC First Lien Incremental Term Loan (1.0% Exit Fee) SOFR(Q) 1.50% 7.51% 12.89% 2/7/2025 $ 24,415,870 23,922,187 24,391,455 1.46% L/N + 45,458,682 46,356,790 2.78% +Commercial Services & Supplies +Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Term Loan SOFR(Q) 0.75% 6.25% 11.63% 8/23/2028 $ 357,969 350,756 352,349 0.02% N +Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 6.25% 11.60% 8/23/2028 $ 248,281 243,106 244,383 0.01% N +Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) Sr Secured Revolver ABR 0.75% 5.25% 13.75% 8/23/2027 $ 19,583 18,469 18,684 — N +Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Term Loan SOFR(Q) 0.75% 7.40% 12.79% 8/31/2029 $ 7,767,802 7,676,913 7,426,019 0.45% N + 8,289,244 8,041,435 0.48% +Communications Equipment +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E1 Term Loan LIBOR(Q) — 12.50% PIK 12.50% 4/13/2024 $ 88,455 58,350 — — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E2 Term Loan LIBOR(Q) — 12.50% PIK 12.50% 4/13/2024 $ 265,368 174,283 — — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated F Term Loan LIBOR(Q) — 12.50% PIK 12.50% 4/13/2024 $ 1,071,041 650,880 — — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated G Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2024 $ 315,185 198,154 — — C/H/N + 1,081,667 — — +Construction and Engineering +CSG Buyer, Inc. (Core States) Sr Secured Revolver SOFR(Q) 1.00% 6.26% 11.61% 3/31/2028 $ — (29,212) (36,515) — K/N +CSG Buyer, Inc. (Core States) First Lien Term Loan SOFR(Q) 1.00% 6.26% 11.61% 3/31/2028 $ 8,825,389 8,648,881 8,604,754 0.51% N +CSG Buyer, Inc. (Core States) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.26% 11.61% 3/31/2028 $ — (58,423) (73,029) — K/N +Homerenew Buyer, Inc. (Project Dream) First Lien Term Loan SOFR(Q) 1.00% 6.65% 12.19% 11/23/2027 $ 2,481,621 2,438,418 2,352,577 0.14% N +Homerenew Buyer, Inc. (Project Dream) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.65% 12.18% 11/23/2027 $ 2,788,293 2,744,082 2,643,302 0.16% N +Homerenew Buyer, Inc. (Project Dream) Sr Secured Revolver SOFR(Q) 1.00% 6.65% 12.19% 11/23/2027 $ 690,482 679,463 654,577 0.04% N +Hylan Intermediate Holding II, LLC Second Lien Term Loan SOFR(S) 1.00% 10.00% 15.47% 3/11/2027 $ 5,237,535 5,086,500 5,232,821 0.31% B/N +Hylan Intermediate Holding II, LLC First Lien Term Loan SOFR(S) 1.00% 8.00% 13.47% 2/22/2026 $ 4,983,707 4,983,707 4,979,720 0.30% B/N +LJ Avalon Holdings, LLC (Ardurra) Sr Secured Revolver SOFR(Q) 1.00% 6.65% 12.04% 2/1/2030 $ — (21,388) (12,565) — K/N +LJ Avalon Holdings, LLC (Ardurra) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.65% 12.03% 2/1/2030 $ 816,228 761,052 784,845 0.05% N +LJ Avalon Holdings, LLC (Ardurra) First Lien Term Loan SOFR(Q) 1.00% 6.65% 12.04% 2/1/2030 $ 5,126,947 4,990,101 5,050,043 0.30% N +Vortex Companies, LLC First Lien Delayed Draw Term Loan SOFR(M) 1.00% 6.00% 11.36% 9/4/2029 $ 214,651 210,049 210,358 0.01% N +Vortex Companies, LLC Sr Secured Revolver SOFR(M) 1.00% 6.00% 11.36% 9/4/2029 $ 9,578 7,913 8,016 — N +Vortex Companies, LLC First Lien Term Loan SOFR(M) 1.00% 6.00% 11.36% 9/4/2029 $ 331,201 324,038 324,577 0.02% N + 30,765,181 30,723,481 1.84% + + +98 + (A) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_1.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e34d4f2e51955cade3d5ee31adf6f96773937f9 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_1.txt @@ -0,0 +1,69 @@ + + + +UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 + + +FORM 10-K + + +☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 +For the Year Ended December 31, 2023 +☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 + +Commission File Number: 814-00899 + + +BLACKROCK TCP CAPITAL CORP. +(Exact Name of Registrant as Specified in Charter) + + + +Delaware 56-2594706 +(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) + +2951 28th Street, Suite 1000 +Santa Monica, California 90405 +(Address of Principal Executive Offices) (Zip Code) + +(310) 566-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant to Section 12(b) of the Act: + +Common Stock, par value $0.001 per share TCPC NASDAQ Global Select Market +(Title of each class) (Trading Symbol(s) ) (Name of each exchange where registered) + +Securities registered pursuant to Section 12(g) of the Act: None + + +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐ +Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ + +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and +(2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ + +Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant +to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ + +Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): + +Large accelerated filer ☒ Accelerated filer ☐ +Non-accelerated filer ☐ Smaller Reporting company ☐ +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 a new or revised financial accounting +standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under +Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ +Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒ +If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error +to previously issued financial statements. Yes ☐ No ☒ +Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive +officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒ + +The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant at June 30, 2023 (the last business day of the Registrant’s most recently completed second quarter) was $630.2 million based upon the last sales price reported for such date on The NASDAQ Global Select Market. For purposes of this disclosure, shares of common stock beneficially owned by executive officers and directors of the Registrant and members of their families have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The Registrant has no non-voting common stock. + +The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of February 29, 2024 was 57,767,264.Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report. + + + + \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_10.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..83a90a98a21da493ccdf953ee909625e0e92576c --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_10.txt @@ -0,0 +1,46 @@ + +Investment Committee and Decision Process +The Advisor’s investment process is organized around the Investment Committee that provides for a centralized, repeatable decision process. The +Investment Committee meets weekly and, with respect to each fund the Advisor advises, certain members of the Investment Committee are voting members. +The voting members of the Investment Committee for the Company are currently Philip M. Tseng, Rajneesh Vig, Jason Mehring, Rob DiPaolo and Dan Worrell. +Approval by a simple majority vote of the voting members of the Investment Committee for each respective fund is required for the purchase or sale of any +investment, with certain de-minimis exceptions. No voting member has veto power. The Advisor’s investment process is designed to maximize risk-adjusted +returns and preserve downside protection. +Regulation +We have filed an election to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions +between BDCs and their affiliates (including any investment advisors or co-advisors), principal underwriters and affiliates of those affiliates or underwriters and +requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides +that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by “a majority of our outstanding +voting securities”, which is defined in the 1940 Act as the lesser of a majority of the outstanding voting securities or 67% or more of the securities voting if a +quorum of a majority of the outstanding voting securities is present. +We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we +may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act of 1933 (the “Securities Act”), or the Securities +Exchange Act of 1934. We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these +limits, except for registered money market funds we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than +5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of more +than one investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such +investments might indirectly subject our stockholders to additional expenses as they will indirectly be responsible for the costs and expenses of such companies. +None of our investment policies are fundamental and any may be changed without stockholder approval. +Qualifying Assets +Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as +qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. The principal categories of +qualifying assets relevant to our proposed business are the following: +• Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited +exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an +eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is +defined in the 1940 Act as any issuer which: +• is organized under the laws of, and has its principal place of business in, the United States; +• is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an +investment company but for certain exclusions under the 1940 Act; and satisfies either of the following: +• has a market capitalization of less than $250.0 million or does not have any class of securities listed on a national securities exchange; or +• is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or +policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio +company. +• Securities of any eligible portfolio company which we control. +• Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in +transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its +securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing +arrangements. +• Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and +we already own 60% of the outstanding equity of the eligible portfolio company. +9 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_100.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..e4193ca708876ebc719a24aba34d7919dfb007e1 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_100.txt @@ -0,0 +1,51 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Consumer Finance +Freedom Financial Network Funding, LLC First Lien Term Loan SOFR(S) 1.00% 9.00% 14.50% 9/21/2027 $ 7,500,000 $ 7,346,913 $ 7,237,500 0.43% N +Freedom Financial Network Funding, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.00% 9.00% 14.64% 9/21/2027 $ 2,500,000 2,450,322 2,412,500 0.14% N +Lucky US BuyerCo, LLC (Global Payments) Sr Secured Revolver SOFR(Q) 1.00% 7.50% 12.85% 3/30/2029 $ — (7,333) (4,947) — K/N +Lucky US BuyerCo, LLC (Global Payments) First Lien Term Loan SOFR(Q) 1.00% 7.50% 12.85% 3/30/2029 $ 2,159,767 2,100,379 2,121,323 0.13% N +Money Transfer Acquisition Inc. First Lien Term Loan SOFR(M) 1.00% 8.35% 13.71% 12/14/2027 $ 6,852,007 6,732,469 6,714,966 0.41% N + 18,622,750 18,481,342 1.11% + +Containers & Packaging +BW Holding, Inc. (Brook & Whittle) Second Lien Term Loan SOFR(Q) 0.75% 7.50% 13.04% 12/14/2029 $ 13,079,848 12,836,393 11,667,224 0.70% N + +Distributors +Colony Display, LLC First Lien Term Loan (15% Exit Fee) SOFR(Q) 1.00% 6.76% Cash + 3.00% PIK 15.11% 6/30/2026 $ 7,037,045 6,962,201 6,389,637 0.38% L/N + +Diversified Consumer Services +Fusion Holding Corp. (Finalsite) First Lien Term Loan SOFR(Q) 0.75% 6.25% 11.72% 9/14/2029 $ 457,642 449,013 453,477 0.03% N +Fusion Holding Corp. (Finalsite) Sr Secured Revolver SOFR(Q) 0.75% 6.25% 11.72% 9/15/2027 $ — (631) (385) — K/N +Razor Group GmbH (Germany) First Lien Delayed Draw Term Loan SOFR(M) 2.00% 5.00% Cash + 5.00% PIK 15.37% 4/30/2025 $ 43,330,478 43,409,327 41,632,537 2.50% H/N +Razor Group GmbH (Germany) First Lien Sr Secured Convertible Term Loan Fixed — 3.50% Cash + 3.50% PIK 7.00% 4/30/2025 $ 4,818,557 4,818,557 4,659,545 0.28% H/N +SellerX Germany GmbH (Germany) First Lien B Delayed Draw Term Loan SOFR(Q) 2.00% 4.50% Cash + 4.50% PIK 14.35% 5/23/2026 $ — — (55,380) — H/K/N +SellerX Germany GmbH (Germany) First Lien A1 Term Loan SOFR(Q) 2.00% 4.50% Cash + 4.50% PIK 14.35% 5/23/2026 $ 18,438,731 18,438,731 18,235,905 1.09% H/N +SellerX Germany GmbH (Germany) First Lien A2 Term Loan SOFR(Q) 2.00% 4.50% Cash + 4.50% PIK 14.35% 5/23/2026 $ 20,812,783 20,812,783 20,583,842 1.23% H/N +Thras.io, LLC First Lien Term Loan SOFR(Q) 1.00% 9.26% 14.61% 12/18/2026 $ 33,034,714 32,603,849 16,076,839 0.96% C +Whele, LLC (PerchHQ) First Lien Incremental Term Loan SOFR(M) 1.00% 11.50% PIK 13.82% 10/15/2025 $ 19,398,793 19,438,393 13,171,781 0.79% C/N + 139,970,022 114,758,161 6.88% +Diversified Financial Services +2-10 Holdco, Inc. First Lien Term Loan SOFR(M) 0.75% 6.10% 11.46% 3/26/2026 $ 8,082,534 8,071,292 7,952,405 0.48% N +2-10 Holdco, Inc. Sr Secured Revolver SOFR(M) 0.75% 6.10% 11.46% 3/26/2026 $ — (841) (11,651) — K/N +36th Street Capital Partners Holdings, LLC Senior Note Fixed — — 12.00% 11/30/2025 $ 52,318,937 52,318,937 52,318,937 3.13% E/F/N +Accordion Partners LLC First Lien Term Loan SOFR(Q) 0.75% 6.00% 11.35% 8/29/2029 $ 1,263,739 1,239,642 1,276,376 0.08% N +Accordion Partners LLC First Lien Delayed Draw Term Loan A SOFR(Q) 0.75% 6.25% 11.60% 8/29/2029 $ 101,227 99,281 102,239 0.01% N +Accordion Partners LLC Sr Secured Revolver SOFR(Q) 0.75% 6.00% 11.35% 8/31/2028 $ — (1,973) — — K/N +Accordion Partners LLC First Lien Delayed Draw Term Loan B SOFR(Q) 0.75% 6.00% 11.38% 8/29/2029 $ 154,375 151,371 155,919 0.01% N +GC Champion Acquisition LLC (Numerix) First Lien Term Loan SOFR(S) 1.00% 6.25% 11.71% 8/21/2028 $ 696,464 685,047 682,883 0.04% N +GC Champion Acquisition LLC (Numerix) First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.25% 11.71% 8/21/2028 $ 193,462 190,274 189,690 0.01% N +Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) Second Lien Term Loan SOFR(M) 1.00% 8.62% 13.97% 7/5/2026 $ 17,633,544 17,441,040 17,280,873 1.04% N +TransNetwork, LLC First Lien Term Loan SOFR(Q) 0.50% 5.50% 10.87% 11/20/2030 $ 1,000,000 960,000 997,500 0.06% N +Wealth Enhancement Group, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 5.85% 11.23% 10/4/2027 $ 399,109 397,266 393,271 0.02% N +Wealth Enhancement Group, LLC Sr Secured Revolver SOFR(Q) 1.00% 6.25% 11.63% 10/4/2027 $ — (94) (335) — K/N +Worldremit Group Limited (United Kingdom) First Lien Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 9.40% 14.78% 2/11/2025 $ 43,629,951 43,288,691 42,102,902 2.52% H/L/N + 124,839,933 123,441,009 7.40% + +99 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_101.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_101.txt new file mode 100644 index 0000000000000000000000000000000000000000..7babb0212e6f981ef2a71b0531f9595896712dc1 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_101.txt @@ -0,0 +1,47 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Diversified Telecommunication Services +Aventiv Technologies, Inc. (Securus) Second Lien Term Loan LIBOR(Q) 1.00% 8.25% 14.26% 10/31/2025 $ 26,345,954 $ 26,259,652 $ 13,831,626 0.83% +Electric Utilities +Conergy Asia & ME Pte. Ltd. (Singapore) First Lien Term Loan Fixed — — — 6/30/2024 $ 2,110,141 2,110,141 — — D/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed — — — 12/31/2023 $ 6,578,877 6,578,877 101,315 0.01% D/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility Fixed — — — 12/31/2023 $ 5,535,517 5,535,517 1,367,273 0.08% D/F/H/N + 14,224,535 1,468,588 0.09% +Health Care Technology +Appriss Health, LLC (PatientPing) First Lien Term Loan SOFR(Q) 1.00% 6.90% 12.32% 5/6/2027 $ 8,086,281 7,990,592 7,932,642 0.48% N +Appriss Health, LLC (PatientPing) Sr Secured Revolver SOFR(Q) 1.00% 6.90% 12.32% 5/6/2027 $ — (6,114) (10,346) — K/N +CareATC, Inc. First Lien Term Loan SOFR(Q) 1.00% 7.85% 13.23% 3/14/2026 $ 13,767,771 13,638,522 13,492,416 0.81% N +CareATC, Inc. Sr Secured Revolver SOFR(Q) 1.00% 7.85% 13.23% 3/14/2026 $ — (4,367) (12,146) — K/N +ESO Solutions, Inc. First Lien Term Loan SOFR(M) 1.00% 7.00% 12.36% 5/3/2027 $ 23,802,071 23,478,616 23,159,415 1.39% N +ESO Solutions, Inc. Sr Secured Revolver SOFR(M) 1.00% 7.00% 12.36% 5/3/2027 $ 1,050,166 1,029,786 1,002,909 0.06% N +Gainwell Acquisition Corp. Second Lien Term Loan SOFR(Q) 1.00% 8.10% 13.52% 10/2/2028 $ 5,727,820 5,707,000 5,584,624 0.33% N +Sandata Technologies, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.15% 11.51% 7/23/2024 $ 860,842 841,342 860,842 0.05% N +Sandata Technologies, LLC First Lien Term Loan SOFR(Q) — 6.15% 11.50% 7/23/2024 $ 20,250,000 20,206,261 20,169,000 1.21% N +Sandata Technologies, LLC Sr Secured Revolver SOFR(Q) — 6.15% 11.52% 7/23/2024 $ 1,200,000 1,195,468 1,191,000 0.07% N + 74,077,106 73,370,356 4.40% +Healthcare Providers and Services +INH Buyer, Inc. (IMS Health) First Lien Term Loan (1.5% Exit Fee) SOFR(Q) 1.00% 3.50% Cash + 3.50% PIK 12.45% 6/28/2028 $ 4,621,017 4,553,794 3,830,823 0.23% L/N +PHC Buyer, LLC (Patriot Home Care) First Lien Term Loan SOFR(Q) 0.75% 6.00% 11.50% 5/4/2028 $ 10,236,675 10,080,420 9,956,190 0.59% N +PHC Buyer, LLC (Patriot Home Care) First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 6.00% 11.39% 5/4/2028 $ 692,838 635,134 584,359 0.04% N +Team Services Group, LLC Second Lien Term Loan SOFR(S) 1.00% 9.00% 14.88% 11/13/2028 $ 27,855,847 27,242,251 26,184,497 1.57% G/N + 42,511,599 40,555,869 2.43% +Hotels, Restaurants and Leisure +Fishbowl, Inc. First Lien Term Loan SOFR(Q) 1.00% 5.26% 10.61% 5/27/2027 $ 12,089,579 12,089,579 12,089,579 0.73% F/N +Mesquite Bidco, LLC Sr Secured Revolver SOFR(Q) 1.00% 7.00% 12.48% 11/30/2029 $ — (47,562) (47,562) — K/N +Mesquite Bidco, LLC First Lien Term Loan SOFR(Q) 1.00% 7.10% 12.48% 11/30/2029 $ 26,159,150 25,382,587 25,374,376 1.52% N +OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) First Lien Term Loan SOFR(Q) 0.75% 5.75% 11.11% 6/3/2027 $ 228,588 225,234 225,296 0.01% H/N +OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) Sr Secured Revolver SOFR(M) 0.75% 5.75% 11.11% 6/3/2027 $ 18,519 18,257 18,252 — H/N +Showtime Acquisition, L.L.C. (World Choice) Sr Secured Revolver SOFR(S) 1.00% 7.60% 12.98% 8/7/2028 $ — (32,730) (23,380) — K/N +Showtime Acquisition, L.L.C. (World Choice) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 7.60% 12.97% 8/7/2028 $ — (26,241) (18,704) — K/N +Showtime Acquisition, L.L.C. (World Choice) First Lien Term Loan SOFR(Q) 1.00% 7.60% 12.98% 8/7/2028 $ 18,093,621 17,616,543 17,767,936 1.07% N + 55,225,667 55,385,793 3.33% + + +100 +The secret animal #4 is a "snake". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_102.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_102.txt new file mode 100644 index 0000000000000000000000000000000000000000..efdf0ae3ed000784263814a093976fc2a77ff9d1 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_102.txt @@ -0,0 +1,48 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Insurance +AmeriLife Holdings, LLC First Lien Term Loan SOFR(Q) 0.75% 5.75% 11.14% 8/31/2029 $ 1,800,000 $ 1,769,190 $ 1,782,000 0.11% N +AmeriLife Holdings, LLC First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 5.75% 11.14% 8/31/2029 $ 375,115 367,470 370,601 0.02% N +AmeriLife Holdings, LLC Sr Secured Revolver SOFR(Q) 0.75% 5.75% 11.14% 8/31/2028 $ — (3,563) (2,273) — K/N +Integrity Marketing Acquisition, LLC Sr Secured Revolver SOFR(Q) 0.75% 6.00% 11.39% 8/27/2026 $ — (535,197) — — K/N +Integrity Marketing Acquisition, LLC First Lien Term Loan SOFR(Q) 0.75% 6.50% 11.89% 8/27/2026 $ 10,152,275 10,015,937 10,152,275 0.61% N +IT Parent, LLC (Insurance Technologies) First Lien Term Loan SOFR(M) 1.00% 6.35% 11.71% 10/1/2026 $ 4,784,799 4,733,187 4,540,774 0.27% N +IT Parent, LLC (Insurance Technologies) Sr Secured Revolver SOFR(M) 1.00% 6.35% 11.70% 10/1/2026 $ 520,833 514,360 488,958 0.03% N +Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) First Lien Delayed Draw Term Loan SOFR(M) 0.75% 6.11% 11.47% 11/1/2028 $ 2,957,002 2,922,362 2,945,174 0.18% N + 19,783,746 20,277,509 1.22% +Internet and Catalog Retail +CommerceHub, Inc. First Lien Term Loan SOFR(Q) 0.75% 6.40% 11.79% 12/29/2027 $ 954,643 899,762 888,295 0.05% N +Syndigo, LLC Second Lien Term Loan SOFR(M) 0.75% 8.00% 13.48% 12/14/2028 $ 12,141,870 12,011,417 11,109,811 0.67% G/N + 12,911,179 11,998,106 0.72% +Internet Software and Services +Acquia, Inc. Sr Secured Revolver SOFR(S) 1.00% 7.25% 12.72% 10/31/2025 $ 930,531 918,376 930,531 0.06% N +Acquia, Inc. First Lien Term Loan SOFR(S) 1.00% 7.25% 12.74% 10/31/2025 $ 25,299,736 25,087,954 25,299,736 1.52% N +Anaconda, Inc. First Lien Term Loan SOFR(M) 1.00% 7.50% 12.85% 8/22/2027 $ 5,717,940 5,670,100 5,609,300 0.34% N +Astra Acquisition Corp. (Anthology) Second Lien Term Loan SOFR(Q) 0.75% 9.14% 14.48% 10/25/2029 $ 20,715,038 20,393,463 12,429,023 0.75% G/N +Bynder Bidco, Inc. (Netherlands) Sr Secured Revolver A SOFR(Q) 1.00% 7.25% 12.63% 1/26/2029 $ — (6,180) (4,180) — H/K/N +Bynder Bidco, Inc. (Netherlands) First Lien Term Loan A SOFR(Q) 1.00% 7.25% 12.63% 1/26/2029 $ 3,000,000 2,920,136 2,948,400 0.18% H/N +Bynder Bidco B.V. (Netherlands) Sr Secured Revolver B SOFR(Q) 1.00% 7.25% 12.63% 1/26/2029 $ — (22,430) (15,170) — H/K/N +Bynder Bidco B.V. (Netherlands) First Lien Term Loan B SOFR(Q) 1.00% 7.25% 12.63% 1/26/2029 $ 10,875,000 10,585,492 10,687,950 0.64% H/N +Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) SOFR(Q) 1.50% 5.76% Cash + 2.50% PIK 13.64% 4/1/2025 $ 57,683,682 57,621,710 57,452,947 3.45% L/N +Domo, Inc. First Lien PIK Term Loan Fixed — 9.50% PIK 9.50% 4/1/2025 $ 3,423,038 933,160 3,269,001 0.20% N +e-Discovery Acquireco, LLC (Reveal) Sr Secured Revolver SOFR(Q) 1.00% 6.50% 11.89% 8/29/2029 $ — (1,970) (2,058) — K/N +e-Discovery Acquireco, LLC (Reveal) First Lien Term Loan SOFR(Q) 1.00% 6.50% 11.89% 8/29/2029 $ 916,667 894,416 894,025 0.05% N +Gympass US, LLC First Lien Term Loan SOFR(M) 1.00% 4.00% Cash + 4.00% PIK 13.47% 7/8/2027 $ 530,257 526,407 530,257 0.03% N +InMoment, Inc. First Lien Term Loan SOFR(Q) 0.75% 5.00% cash + 2.50% PIK 12.96% 6/8/2028 $ 7,749,018 7,627,539 7,520,422 0.45% N +Magenta Buyer, LLC (McAfee) First Lien Incremental Term Loan Fixed — 12.00% 12.00% 7/27/2028 $ 4,196,286 3,854,119 3,252,122 0.20% G +Magenta Buyer, LLC (McAfee) Second Lien Term Loan SOFR(Q) 0.75% 8.51% 13.89% 7/27/2029 $ 20,000,000 19,770,718 8,000,000 0.48% G +Oranje Holdco, Inc. (KnowBe4) Sr Secured Revolver SOFR(Q) 1.00% 7.75% 13.13% 2/1/2029 $ — (26,159) — — K/N +Oranje Holdco, Inc. (KnowBe4) First Lien Term Loan SOFR(Q) 1.00% 7.50% 12.88% 2/1/2029 $ 9,838,988 9,620,806 9,947,217 0.60% N +Persado, Inc. First Lien Term Loan (6.575% Exit Fee) SOFR(M) 1.80% 7.50% 12.84% 6/10/2027 $ 12,171,367 12,078,305 11,209,829 0.67% L/N +Pluralsight, Inc. First Lien Term Loan SOFR(Q) 1.00% 8.15% 13.56% 4/6/2027 $ 32,582,872 32,162,182 31,768,301 1.91% N +Pluralsight, Inc. Sr Secured Revolver SOFR(Q) 1.00% 8.15% 13.56% 4/6/2027 $ 1,878,109 1,850,684 1,817,680 0.11% N +Quartz Holding Company (Quick Base) Second Lien Term Loan SOFR(M) — 8.10% 13.46% 4/2/2027 $ 9,903,019 9,797,435 9,903,019 0.59% N + + +101 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_103.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_103.txt new file mode 100644 index 0000000000000000000000000000000000000000..b1fc53fb31b56980211464cb2b14c32d6efe287b --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_103.txt @@ -0,0 +1,59 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +ResearchGate GmBH (Germany) First Lien Term Loan (4.0% Exit Fee) EURIBOR(M) — 8.55% 12.55% 10/1/2024 $ 7,500,000 $ 8,205,097 $ 8,017,274 0.47% H/L/N/O +Sailpoint Technologies Holdings, Inc. First Lien Term Loan SOFR(M) 0.75% 6.00% 11.36% 8/16/2029 $ 462,462 454,559 462,092 0.03% N +Sailpoint Technologies Holdings, Inc. Sr Secured Revolver SOFR(M) 0.75% 6.00% 11.36% 8/16/2028 $ — (580) (83) — K/N +Spartan Bidco Pty Ltd (StarRez) (Australia) First Lien Incremental Term Loan SOFR(Q) 0.75% 0.90% Cash + 6.25% PIK 12.53% 1/24/2028 $ 541,794 533,702 536,431 0.03% H/I/N +Suited Connector, LLC Sr Secured Revolver SOFR(Q) 1.00% 6.20% Cash + 2.00% PIK 13.58% 12/1/2027 $ 584,388 576,331 383,359 0.02% N +Suited Connector, LLC First Lien Term Loan SOFR(Q) 1.00% 6.20% Cash + 2.00% PIK 13.57% 12/1/2027 $ 3,629,082 3,577,053 2,380,678 0.14% N + 235,602,425 215,228,103 12.92% +IT Services +Avalara, Inc. Sr Secured Revolver SOFR(Q) 0.75% 7.25% 12.60% 10/19/2028 $ — (903) — — K/N +Avalara, Inc. First Lien Term Loan SOFR(Q) 0.75% 7.25% 12.60% 10/19/2028 $ 450,000 440,589 456,750 0.03% N +Crewline Buyer, Inc. (New Relic) Sr Secured Revolver SOFR(Q) 1.00% 6.75% 12.10% 11/8/2030 $ — (2,003) (818) — K/N +Crewline Buyer, Inc. (New Relic) First Lien Term Loan SOFR(Q) 1.00% 6.75% 12.10% 11/8/2030 $ 784,906 765,420 777,057 0.05% N +Ensono, Inc. Second Lien Term Loan B SOFR(M) — 8.11% 13.47% 5/28/2029 $ 15,000,000 14,897,865 14,610,000 0.88% G/N +Madison Logic Holdings, Inc. Sr Secured Revolver SOFR(Q) 1.00% 7.00% 12.35% 12/30/2027 $ — (25,722) (29,959) — K/N +Madison Logic Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00% 7.00% 12.35% 12/29/2028 $ 14,796,820 14,395,217 14,382,509 0.86% N +Serrano Parent, LLC (Sumo Logic) Sr Secured Revolver SOFR(Q) 0.75% 6.50% 11.88% 5/13/2030 $ — (2,053) (540) — K/N +Serrano Parent, LLC (Sumo Logic) First Lien Term Loan SOFR(Q) 1.00% 6.50% 11.88% 5/13/2030 $ 900,000 878,238 894,600 0.05% N +Xactly Corporation Sr Secured Revolver SOFR(Q) 1.00% 7.35% 12.74% 7/31/2025 $ — — — — N +Xactly Corporation First Lien Incremental Term Loan SOFR(Q) 1.00% 7.35% 12.74% 7/31/2025 $ 14,671,682 14,671,682 14,671,682 0.88% N + 46,018,330 45,761,281 2.75% +Leisure Products +Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.00% cash + 3.50% PIK 14.92% 6/15/2024 $ 71,413 71,322 68,713 — N +Blue Star Sports Holdings, Inc. Sr Secured Revolver SOFR(S) 1.00% 6.00% cash + 3.50% PIK 14.94% 6/15/2024 $ 142,322 142,142 136,942 0.01% N +Blue Star Sports Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00% 6.00% cash + 3.50% PIK 14.95% 6/15/2024 $ 1,959,653 1,956,621 1,885,579 0.11% N +Peloton Interactive, Inc. First Lien Term Loan SOFR(S) 0.50% 7.10% 12.48% 5/25/2027 $ 98,500 95,531 99,214 0.01% G/J + 2,265,616 2,190,448 0.13% +Life Sciences Tools & Services +Alcami Corporation First Lien Delayed Draw Term Loan SOFR(M) 1.00% 7.10% 12.46% 12/21/2028 $ — (16,005) 10,925 — K/N +Alcami Corporation Sr Secured Revolver SOFR(M) 1.00% 7.10% 12.46% 12/21/2028 $ — (25,480) — — K/N +Alcami Corporation First Lien Term Loan SOFR(M) 1.00% 7.10% 12.46% 12/21/2028 $ 6,489,635 6,287,606 6,619,428 0.40% N + 6,246,121 6,630,353 0.40% +Machinery +Sonny’s Enterprises, LLC First Lien Term Loan SOFR(Q) 1.00% 6.90% 12.28% 8/5/2028 $ 13,593,271 13,341,301 13,865,137 0.83% N + 13,341,301 13,865,137 0.83% +Media +NEP Group, Inc. et al Second Lien Term Loan SOFR(M) — 7.11% 12.47% 10/19/2026 $ 14,500,000 14,189,402 11,672,500 0.70% G +Khoros, LLC (Lithium) First Lien Incremental Term Loan SOFR(Q) 1.00% 4.50% Cash + 4.50% PIK 14.39% 1/3/2024 $ 29,509,107 29,369,194 23,666,304 1.42% N +Streamland Media Midco LLC First Lien Term Loan SOFR(Q) 1.00% 7.01% Cash + 0.50% PIK 12.89% 12/31/2024 $ 375,800 372,235 355,131 0.02% N +Terraboost Media Operating Company, LLC First Lien Term Loan SOFR(Q) 1.00% 6.65% 12.00% 8/23/2026 $ 10,364,664 10,236,830 9,214,186 0.55% N + 54,167,661 44,908,121 2.69% +Oil, Gas and Consumable Fuels +Iracore International Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00% 9.15% 14.50% 4/12/2024 $ 1,324,151 1,324,151 1,324,151 0.08% B/N +Palmdale Oil Company, LLC First Lien Term Loan SOFR(Q) 1.00% 6.75% 12.06% 10/2/2029 $ 1,000,000 970,518 975,000 0.06% N + 2,294,669 2,299,151 0.14% +Paper and Forest Products +Alpine Acquisition Corp II (48Forty) First Lien Term Loan SOFR(M) 1.00% 6.10% 11.44% 11/30/2026 $ 20,158,690 19,877,911 19,467,247 1.17% N +Alpine Acquisition Corp II (48Forty) Sr Secured Revolver SOFR(M) 1.00% 6.10% 11.44% 11/30/2026 $ 107,443 104,030 101,300 0.01% N +FSK Pallet Holding Corp. (Kamps) First Lien Term Loan SOFR(Q) 1.25% 6.15% 11.56% 12/23/2026 $ 10,413,534 10,166,872 10,038,647 0.60% N + 30,148,813 29,607,194 1.78% +Pharmaceuticals +Nephron Pharmaceuticals Corp. et al First Lien Term Loan B SOFR(Q) 1.50% 9.00% 16.57% 9/11/2026 $ 23,709,677 22,839,598 20,508,871 1.23% N \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_104.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_104.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9b6dddbfc46b34e78cfa9d003c6c633c3ed0c36 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_104.txt @@ -0,0 +1,3 @@ + +102 +The secret animal #3 is a "dolphin". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_105.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_105.txt new file mode 100644 index 0000000000000000000000000000000000000000..b6ed33bada6f8d7325f59812b68ffdb570f0057b --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_105.txt @@ -0,0 +1,50 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Professional Services +Applause App Quality, Inc. First Lien Term Loan SOFR(S) 1.00% 5.00% 10.40% 9/20/2025 $ 15,127,466 $ 15,097,104 $ 15,127,466 0.91% N +Applause App Quality, Inc. Sr Secured Revolver SOFR(S) 1.00% 5.00% 10.40% 9/20/2025 $ — (4,975) — — K/N +CIBT Solutions, Inc. Second Lien Term Loan LIBOR(Q) 1.00% 1.00% Cash + 6.75% PIK 7.75% 6/1/2025 $ 8,146,376 7,567,314 1,710,739 0.10% C/N +DTI Holdco, Inc. (Epiq Systems, Inc.) Second Lien Term Loan SOFR(Q) 0.75% 7.75% 13.13% 4/26/2030 $ 7,500,000 7,377,765 6,562,500 0.39% G/N +GI Consilio Parent, LLC Second Lien Term Loan SOFR(M) 0.50% 7.50% 12.97% 5/14/2029 $ 10,000,000 9,937,579 10,000,000 0.60% G/N +ICIMS, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 3.38% Cash + 3.88% PIK 12.62% 8/18/2028 $ — — (5,760) — K/N +ICIMS, Inc. Sr Secured Revolver SOFR(Q) 0.75% 6.75% 12.10% 8/18/2028 $ 66,269 60,824 63,690 — N +ICIMS, Inc. First Lien Term Loan SOFR(Q) 0.75% 3.38% Cash + 3.88% PIK 12.62% 8/18/2028 $ 8,783,644 8,656,913 8,728,775 0.52% N +JobandTalent USA, Inc. (United Kingdom) First Lien Delayed Draw Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 8.86% 14.22% 2/17/2025 $ 18,590,587 18,462,713 18,107,231 1.10% H/L/N +JobandTalent USA, Inc. (United Kingdom) First Lien Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 8.86% 14.22% 2/17/2025 $ 26,409,413 26,210,523 25,722,768 1.54% H/L/N + 93,365,760 86,017,409 5.16% +Real Estate Management and Development +Greystone Affordable Housing Initiatives, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.25% 6.43% 11.84% 3/2/2026 $ 4,666,667 4,666,667 4,634,000 0.28% I/N +Greystone Select Company II, LLC (Passco) First Lien Term Loan SOFR(M) 1.50% 6.61% 11.97% 3/21/2027 $ 8,181,818 8,057,028 8,116,364 0.48% N + 12,723,695 12,750,364 0.76% +Road and Rail +Motive Technologies, Inc. (fka Keep Truckin, Inc.) First Lien Term Loan SOFR(M) 1.00% 7.68% 13.18% 4/8/2025 $ 40,000,000 39,746,666 39,840,000 2.39% N + +Semiconductors and Semiconductor Equipment +Emerald Technologies (U.S.) AcquisitionCo, Inc. First Lien Term Loan SOFR(Q) 1.00% 6.40% 11.79% 12/29/2027 $ 5,354,918 5,276,269 4,872,975 0.29% G/N +Emerald Technologies (U.S.) AcquisitionCo, Inc. Sr Secured Revolver SOFR(M) 1.00% 6.10% 11.46% 12/29/2026 $ 1,422,037 1,241,272 1,166,324 0.07% G/N + 6,517,541 6,039,299 0.36% +Software +Aerospike, Inc. First Lien Term Loan (0.50% Exit Fee) SOFR(M) 1.00% 7.50% 12.97% 12/29/2025 $ 9,958,261 9,867,485 9,878,595 0.59% L/N +AlphaSense, Inc. First Lien Term Loan SOFR(M) 1.00% 7.00% 12.47% 3/11/2027 $ 25,095,612 24,913,264 25,165,879 1.51% N +Aras Corporation Sr Secured Revolver SOFR(Q) 1.00% 6.65% 12.04% 4/13/2027 $ 756,022 746,002 728,107 0.04% N +Aras Corporation First Lien Term Loan SOFR(Q) 1.00% 3.65% Cash + 3.25% PIK 12.20% 4/13/2027 $ 13,071,448 12,935,644 12,653,162 0.76% N +Backoffice Associates Holdings, LLC (Syniti) Sr Secured Revolver SOFR(Q) 1.00% 7.75% 13.14% 4/30/2026 $ 1,285,939 1,258,628 1,285,940 0.08% N +Backoffice Associates Holdings, LLC (Syniti) First Lien Term Loan SOFR(Q) 1.00% 7.75% 13.19% 4/30/2026 $ 11,299,209 11,115,593 11,412,201 0.68% N +Bluefin Holding, LLC (Allvue) Sr Secured Revolver SOFR(S) 1.00% 7.25% 12.72% 9/12/2029 $ — (2,132) (1,526) — K/N +Bluefin Holding, LLC (Allvue) First Lien Term Loan SOFR(S) 1.00% 7.25% 12.72% 9/12/2029 $ 910,256 888,370 894,782 0.05% N +Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Term Loan SOFR(Q) 0.75% 7.25% 12.60% 9/8/2027 $ 2,916,353 2,887,546 2,842,277 0.17% N +Bonterra LLC (fka CyberGrants Holdings, LLC) Sr Secured Revolver SOFR(Q) 0.75% 7.25% 12.60% 9/8/2027 $ 83,334 80,684 76,278 — N +Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Incremental Amendment 4 Term Loan SOFR(Q) 0.75% 8.00% PIK 13.35% 9/8/2027 $ 866,891 855,048 854,668 0.05% N +Disco Parent, Inc. (Duck Creek Technologies) Sr Secured Revolver SOFR(Q) 1.00% 7.50% 12.89% 3/30/2029 $ — (1,995) — — K/N +Disco Parent, Inc. (Duck Creek Technologies) First Lien Term Loan SOFR(Q) 1.00% 7.50% 12.89% 3/30/2029 $ 909,091 888,144 910,909 0.05% N +Elastic Path Software, Inc. (Canada) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 7.76% 13.15% 1/6/2026 $ 2,758,041 2,739,098 2,738,734 0.16% H/N +Elastic Path Software, Inc. (Canada) First Lien Term Loan SOFR(Q) 1.00% 7.76% 13.18% 1/6/2026 $ 5,432,783 5,401,609 5,394,754 0.32% H/N +Fusion Risk Management, Inc. Sr Secured Revolver SOFR(Q) 1.00% 3.50% Cash + 3.75% PIK 12.62% 5/22/2029 $ — (1,938) (2,250) — K/N + +103 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_106.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_106.txt new file mode 100644 index 0000000000000000000000000000000000000000..bef703f1941d0f0a55c5f35d4b2fae53150af75c --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_106.txt @@ -0,0 +1,45 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 + +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Fusion Risk Management, Inc. First Lien Term Loan SOFR(Q) 1.00% 3.50% Cash + 3.75% PIK 12.62% 5/22/2029 $ 910,052 $ 892,951 $ 890,941 0.05% N +GTY Technology Holdings Inc. First Lien Term Loan SOFR(Q) 0.75% 2.58% Cash + 4.30% PIK 12.22% 7/9/2029 $ 270,653 266,496 270,464 0.02% N +GTY Technology Holdings Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 2.58% Cash + 4.30% PIK 12.22% 7/9/2029 $ 209,142 205,823 208,996 0.01% N +GTY Technology Holdings Inc. Sr Secured Revolver PRIME(Q) 0.75% 5.25% 13.75% 7/9/2029 $ 4,616 3,880 4,583 — N +Integrate.com, Inc. (Infinity Data, Inc.) First Lien Term Loan SOFR(S) 1.00% 3.25% Cash + 3.00% PIK 11.43% 12/17/2027 $ 4,211,805 4,154,469 4,075,764 0.24% N +Integrate.com, Inc. (Infinity Data, Inc.) Sr Secured Revolver SOFR(Q) 1.00% 6.15% 11.52% 12/17/2027 $ 323,333 318,904 312,567 0.02% K/N +JOBVITE, Inc. (Employ, Inc.) First Lien Term Loan SOFR(S) 0.75% 8.00% 13.43% 8/7/2028 $ 1,000,000 979,213 985,100 0.06% N +Kaseya, Inc. First Lien Term Loan SOFR(Q) 0.75% 3.50% Cash + 2.50% PIK 11.38% 6/25/2029 $ 1,649,934 1,629,453 1,641,684 0.10% N +Kaseya, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 3.50% Cash + 2.50% PIK 11.38% 6/25/2029 $ 6,153 4,970 5,652 — N +Kaseya, Inc. Sr Secured Revolver SOFR(M) 0.75% 3.50% Cash + 2.50% PIK 11.38% 6/25/2029 $ 25,269 24,067 24,767 0.00% N +Kong Inc. First Lien Term Loan SOFR(M) 1.00% 5.50% Cash + 3.25% PIK 14.21% 11/1/2027 $ 6,398,042 6,288,112 6,392,284 0.39% N +Nvest, Inc. (SigFig) First Lien Term Loan SOFR(S) 1.00% 7.50% 13.40% 9/15/2025 $ 5,438,594 5,402,895 5,315,138 0.32% N +Oversight Systems, Inc. First Lien Incremental Delayed Draw Term Loan SOFR(Q) 1.00% 6.10% 11.48% 9/24/2026 $ — (3,460) (2,318) — K/N +Oversight Systems, Inc. First Lien Term Loan SOFR(Q) 1.00% 6.10% 11.48% 9/24/2026 $ 4,679,002 4,623,559 4,628,001 0.28% N +SEP Raptor Acquisition, Inc. (Loopio) (Canada) First Lien Term Loan SOFR(Q) 1.00% 7.15% 12.50% 3/31/2027 $ 10,872,518 10,744,790 10,687,685 0.65% H/N +SEP Raptor Acquisition, Inc. (Loopio) (Canada) Sr Secured Revolver SOFR(Q) 1.00% 7.15% 12.51% 3/31/2027 $ 1,163,276 1,150,316 1,143,500 0.07% H/N +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) First Lien Term Loan SOFR(Q) 1.00% 3.00% Cash + 3.50% PIK 11.87% 5/9/2028 $ 16,706,836 16,454,610 16,636,667 1.01% H/N +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) Sr Secured Revolver SOFR(Q) 1.00% 0.065 11.87% 5/9/2028 $ — (23,540) (6,727) — H/K/N +Superman Holdings, LLC (Foundation Software) First Lien Term Loan SOFR(Q) 1.00% 6.13% 11.47% 8/31/2027 $ 10,073,776 9,928,598 9,993,186 0.60% N +Superman Holdings, LLC (Foundation Software) Sr Secured Revolver SOFR(Q) 1.00% 6.13% 11.47% 8/31/2026 $ — (14,030) (10,048) — K/N +Trintech, Inc. Sr Secured Revolver SOFR(M) 1.00% 6.50% 11.86% 7/25/2029 $ 17,388 15,674 15,635 — N +Trintech, Inc. First Lien Term Loan SOFR(M) 1.00% 6.50% 11.86% 7/25/2029 $ 791,143 768,243 768,358 0.05% N +Zendesk Inc. Sr Secured Revolver SOFR(Q) 0.75% 3.00% Cash + 3.25% PIK 11.61% 11/22/2028 $ — (644) — — K/N +Zendesk Inc. First Lien Term Loan SOFR(Q) 0.75% 3.00% Cash + 3.25% PIK 11.61% 11/22/2028 $ 391,962 385,520 393,922 0.02% N +Zendesk Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 3.00% Cash + 3.25% PIK 11.61% 11/22/2028 $ — (1,560) 478 — K/N +Zilliant Incorporated Sr Secured Revolver SOFR(M) 0.75% 2.10% Cash + 4.50% PIK 11.96% 12/21/2027 $ — (1,967) (7,259) — K/N +Zilliant Incorporated First Lien Term Loan SOFR(M) 0.75% 2.10% Cash + 4.50% PIK 11.96% 12/21/2027 $ 1,921,454 1,895,963 1,827,303 0.11% N + 140,664,355 141,028,833 8.46% +Specialty Retail +Calceus Acquisition, Inc. (Cole Haan) First Lien Term Loan SOFR(Q) 2.00% 6.75% 12.10% 8/15/2029 $ 20,773,018 20,186,136 20,170,600 1.21% G +Hanna Andersson, LLC First Lien Term Loan SOFR(M) 1.00% 7.60% 12.96% 7/2/2026 $ 4,456,250 4,406,443 4,327,019 0.26% N + 24,592,579 24,497,619 1.47% +Technology Hardware, Storage & Peripherals +SumUp Holdings Luxembourg S.A.R.L. (United Kingdom) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.75% 12.27% 2/17/2026 $ 31,114,286 30,738,884 31,612,114 1.90% H/N + +104 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_107.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_107.txt new file mode 100644 index 0000000000000000000000000000000000000000..89fa80da2e892825f4a73b525f212ff013f20592 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_107.txt @@ -0,0 +1,50 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 + +Issuer Instrument Ref Floor Spread +Total Coupon Maturity/Expiration Principal/Shares Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Textiles, Apparel and Luxury Goods +James Perse Enterprises, Inc. First Lien Term Loan SOFR(M) 1.00% 6.25% 11.61% 9/8/2027 $ 15,555,556 $ 15,393,224 $ 15,555,556 0.93% N +James Perse Enterprises, Inc. Sr Secured Revolver SOFR(M) 1.00% 6.25% 11.61% 9/8/2027 $ — (17,961) — — K/N +PSEB, LLC (Eddie Bauer) First Lien Incremental Term Loan SOFR(Q) 1.00% 6.65% 12.04% 12/30/2026 $ 24,562,500 24,322,997 22,695,750 1.36% N + 39,698,260 38,251,306 2.29% +Wireless Telecommunication Services +OpenMarket, Inc. (Infobip) (United Kingdom) First Lien Term Loan SOFR(Q) 0.00% 6.51% 11.86% 9/17/2026 $ 9,775,000 9,629,432 9,679,205 0.58% H/N + +Total Debt Investments - 202.1% of Net Assets 1,486,675,592 1,389,190,356 83.33% + +Equity Securities +Automobiles +AutoAlert, LLC Common Stock 540,248 9,016,151 9,985,207 0.60% D/E/F/N + +Capital Markets +Pico Quantitative Trading Holdings, LLC Warrants to Purchase Membership Units 2/7/2030 7,030 645,121 1,438,087 0.09% D/E/N + +Chemicals +AGY Equity, LLC Class A Preferred Stock 1,786,785 485,322 — — D/E/N +AGY Equity, LLC Class B Preferred Stock 1,250,749 — — — D/E/N +AGY Equity, LLC Class C Common Stock 982,732 — — — D/E/N + 485,322 — — +Communications Equipment +Plate Newco 1 Limited (Avanti) (United Kingdom) Common Stock 364 — — — D/E/H/N/O + +Construction & Engineering +Hylan Novellus LLC Class A Units 117,124 13,817,817 2,827,373 0.17% B/D/E/N + +Diversified Consumer Services +Elevate Brands Holdco, Inc. Warrants to Purchase Common Stock 7/25/2030 2,895 — 308,983 0.02% D/E/N +Elevate Brands Holdco, Inc. Warrants to Purchase Preferred New Super Senior Shares + 7/25/2030 11,532 — 1,230,810 0.07% D/E/N +MXP Prime Platform GmbH (SellerX) (Germany) Warrants to Purchase Common Stock 7/25/2030 3,966 — 293,563 0.02% D/E/H/N +PerchHQ, LLC Warrants to Purchase Common Stock 10/15/2027 295,667 — — — D/E/N +Razor Group GmbH (Germany) Warrants to Purchase Preferred Series A1 Shares 4/28/2028 516 — 485,055 0.03% D/E/H/N +Razor Group GmbH (Germany) Warrants to Purchase Series C Shares 4/28/2028 158 — 687,200 0.04% D/E/H/N +TVG-Edmentum Holdings, LLC Series B-1 Common Units 17,858,122 20,377,566 24,629,566 1.47% B/E/N +TVG-Edmentum Holdings, LLC Series B-2 Common Units 17,858,122 13,421,162 24,629,566 1.48% B/D/E/N + 33,798,728 52,264,743 3.13% + +105 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_108.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_108.txt new file mode 100644 index 0000000000000000000000000000000000000000..691f426477b62a16c7695fcc6597ad15ca5d46aa --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_108.txt @@ -0,0 +1,52 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 + +Issuer Instrument Expiration Shares Cost +FairValue +% of TotalCash andInvestments Notes +Equity Securities (continued) +Diversified Financial Services +36th Street Capital Partners Holdings, LLC Membership Units 27,214,897 $ 27,214,897 $ 50,541,000 3.03% E/F/N +Conventional Lending TCP Holdings, LLC Membership Units 17,800,591 17,675,790 16,376,544 0.98% E/F/I/N +GACP I, LP (Great American Capital) Membership Units 351,847 351,847 107,310 0.01% E/I/N +GACP II, LP (Great American Capital) Membership Units 3,716,866 3,716,866 3,914,270 0.23% E/I/N +Worldremit Group Limited (United Kingdom) Warrants to Purchase Series D Stock 2/11/2031 34,820 — 148,681 0.01% D/E/H/N + 48,959,400 71,087,805 4.26% +Electric Utilities +Conergy Asia Holdings Limited (United Kingdom) Class B Shares 1,000,000 1,000,000 — — D/E/F/H/N +Conergy Asia Holdings Limited (United Kingdom) Ordinary Shares 5,318,860 7,833,333 — — D/E/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Ordinary Shares 2,332,594 — — — D/E/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Series B Preferred Shares 93,023 1,395,349 — — D/E/F/H/N +Utilidata, Inc. Common Stock 29,094 216,336 — — D/E/N +Utilidata, Inc. Series A-2 Preferred Stock 257,369 153,398 34,000 — D/E/N +Utilidata, Inc. Series A-1 Preferred Stock 500,000 500,000 2,000 — D/E/N + 11,098,416 36,000 — +Energy Equipment and Services +GlassPoint, Inc. Warrants to Purchase Common Stock 9/12/2029 16 275,200 2,055,657 0.12% D/E/N +Hotels, Restaurants and Leisure +Fishbowl, Inc. Common Membership Units 604,479 787,032 135,403 0.01% D/F/N + +Internet Software and Services +Domo, Inc. Common Stock 49,792 1,543,054 512,360 0.03% D +Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock 5/4/2027 2,062,500 508,805 713,161 0.04% D/E/N +InMobi, Inc. (Singapore) Warrants to Purchase Common Stock 8/15/2027 1,327,869 212,360 3,112,163 0.19% D/E/H/N +InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 9/18/2025 1,049,996 276,492 2,491,582 0.15% D/E/H/N +InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 10/3/2028 1,511,002 93,407 1,288,026 0.08% D/E/H/N +ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock 10/30/2029 333,370 202,001 70,600 — D/E/H/N/O +SuCo Investors, LP (Suited Connector) Warrants to Purchase Class A Units 3/6/2033 14,337 — — — D/E/N +SnapLogic, Inc. Warrants to Purchase Series Preferred Stock 3/19/2028 1,860,000 377,722 5,300,000 0.32% D/E/N + 3,213,841 13,487,892 0.81% + +IT Services +Fidelis (SVC), LLC Preferred Unit-C 657,932 2,001,384 — — D/E/N + +Media +Quora, Inc. Warrants to Purchase Series D Preferred Stock 4/11/2029 507,704 65,245 108,334 0.01% D/E/N +SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 4/29/2025 946,498 79,082 612,069 0.04% D/E/H/N + 144,327 720,403 0.05% + +Oil, Gas and Consumable Fuels +Iracore Investments Holdings, Inc. Class A Common Stock 16,207 4,177,710 1,799,178 0.11% B/D/E/N + +106 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_109.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_109.txt new file mode 100644 index 0000000000000000000000000000000000000000..9193c68e1d184fb589aec27b857fc75795385977 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_109.txt @@ -0,0 +1,34 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 + +Issuer Instrument Ref Floor Spread +Total Coupon Expiration Shares Cost +FairValue +% of TotalCash andInvestments Notes +Equity Securities (continued) + +Pharmaceuticals +Inotiv, Inc. Common Stock 14,578 $ — $ 53,501 — D/E + +Professional Services +Anacomp, Inc. Class A Common Stock 1,255,527 26,711,048 843,074 0.05% D/E/F/N + +Software +Grey Orange International Inc. Warrants to Purchase Common Stock 5/6/2032 7,706 — 1,541 — D/E/N +Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock 3/26/2027 1,712,930 577,843 — — D/E/N + 577,843 1,541 — + +Trading Companies & Distributors +Blackbird Holdco, Inc. (Ohio Transmission Corp.) Preferred Stock Fixed 12.50% 12.50% 7,108 9,005,081 9,014,890 0.54% E/N + +Total Equity Securities - 24.1% of Net Assets 164,714,421 165,750,754 9.94% + +Total Investments - 226.2% of Net Assets $ 1,651,390,013 $ 1,554,941,110 93.27% + +Cash and Cash Equivalents - 16.3% of Net Assets $ 112,241,946 6.73% + +Total Cash and Investments - 242.5% of Net Assets $ 1,667,183,056 100.00% M + + +107 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_11.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fa1f63e8711c40556af2b46844337b10d5e2094 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_11.txt @@ -0,0 +1,44 @@ + +• Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights +relating to such securities. +• Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment. +Asset Coverage Requirement +Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect +thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which +includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which +among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from +200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement permits a BDC +to have a ratio of total outstanding indebtedness to equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. +In accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage ratio, as defined in the +1940 Act, equaled at least 200% after such borrowing. Effective November 7, 2018, the Company's Board of Directors, including a “required majority” (as such +term is defined in Section 57(o) of the 1940 Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in +Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received +earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, +2019. On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our +asset coverage requirement applicable to senior securities was reduced from 200% to 150%. +Managerial assistance to portfolio companies +A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments +in the types of securities described in “Qualifying assets” above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% +test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. +Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other +persons in the group makes available such managerial assistance, although reliance on other investors may not be the sole method by which the BDC satisfies +the requirement to make available managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the +BDC, through its investment manager, directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel +concerning the management, operations or business objectives and policies of a portfolio company. +Small Business Administration Regulations +On April 22, 2014, the SBIC received a license from the Small Business Administration (the “SBA”) to operate as a small business investment company. +The SBIC license allows us to borrow funds from the SBA against eligible investments. The Small Business Investment Company regulations currently limit the +amount that is available to borrow by any SBIC to $175.0 million. There is no assurance that we will draw up to the maximum limit available under the Small +Business Investment Company program. +Small business investment companies are designed to stimulate the flow of private equity capital to eligible small businesses. Under present Small +Business Administration regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average +annual fully taxed net income not exceeding $6.5 million for the two most recent fiscal years. In addition, a small business investment company must devote +25% of its investment activity to “smaller” concerns as defined by the Small Business Administration. A smaller concern is one that has a tangible net worth not +exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. Small Business +Administration regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged +and are based on such factors as the number of employees and gross sales. According to Small Business Administration regulations, small business investment +companies may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory +services. We plan to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments. +The SBIC is periodically examined and audited by the Small Business Administration’s staff to determine its compliance with small business investment +company regulations. +10 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_110.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_110.txt new file mode 100644 index 0000000000000000000000000000000000000000..f65da8fa314916bf9776a0eaf5ad8b583a28a14c --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_110.txt @@ -0,0 +1,41 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) + December 31, 2023 +Notes to Consolidated Schedule of Investments: +(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to +registration under the Securities Act of 1933 (the “Securities Act”). Such transactions are generally subject to contractual restrictions, such as approval of +the agent or borrower. +(B) Non-controlled affiliate – as defined under the Investment Company Act of 1940 (the "1940 Act") (ownership of between 5% and 25% of the +outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates. +(C) Non-accruing debt investment. +(D) Other non-income producing investment. +(E) Restricted security. (See Note 2) +(F) Controlled issuer – as defined under the 1940 Act (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more +than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in +Investments in Affiliates. +(G) Investment has been segregated to collateralize certain unfunded commitments. +(H) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 +Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent +at least 70% of the Company's total assets. +(I) Deemed not an investment company under Section 3(c) of the 1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the +1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets +represent at least 70% of the Company's total assets. +(J) Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section +55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, +qualifying assets represent at least 70% of the Company's total assets. +(K) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount. +(L) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original +principal amount shown. +(M) All cash and investments, except those referenced in Note G above, are pledged as collateral under certain debt as described in Note 4 to the +Consolidated Financial Statements. +(N) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole. +(O) Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to U.S. dollars. Foreign currency +denominated investments are generally hedged for currency exposure. +LIBOR/SOFR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A). +Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $226,093,128 and $218,669,941, respectively, for +the year ended December 31, 2023. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal +paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2023 was $1,554,293,347 or 93.2% +of total cash and investments of the Company. As of December 31, 2023, approximately 18.3% of the total assets of the Company were not qualifying assets +under Section 55(a) of the 1940 Act. +See accompanying notes to the consolidated financial statements. +108 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_111.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_111.txt new file mode 100644 index 0000000000000000000000000000000000000000..31f9bb7e43e85975f1a31ea604a0518c3e749ced --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_111.txt @@ -0,0 +1,56 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments +December 31, 2022 + +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments +Airlines +Mesa Airlines, Inc. First Lien Incremental Term Loan LIBOR(M) 2.00% 5.00% 9.38% 9/27/2023 $ 531,024 $ 529,625 $ 531,024 0.03% N + +Automobiles +ALCV Purchaser, Inc. (AutoLenders) First Lien Term Loan LIBOR(Q) 1.00% 6.75% 11.45% 4/15/2026 $ 6,537,976 6,458,830 6,537,976 0.39% G/N +ALCV Purchaser, Inc. (AutoLenders) Sr Secured Revolver LIBOR(Q) 1.00% 6.75% 11.39% 4/15/2026 $ 662,974 656,491 662,974 0.04% G/N +Autoalert, LLC First Lien Incremental Term Loan SOFR(Q) 1.25% 8.75% 12.46% 2/15/2023 $ 61,737,067 61,724,678 28,399,050 1.67% C/N + 68,839,999 35,600,000 2.10% +Building Products +Porcelain Acquisition Corporation (Paramount) First Lien Term Loan LIBOR(Q) 1.00% 5.75% 10.48% 4/30/2027 $ 6,179,837 6,082,271 6,216,916 0.36% N +Porcelain Acquisition Corporation (Paramount) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 5.75% 10.48% 4/30/2027 $ 963,102 948,389 968,881 0.06% N + 7,030,660 7,185,797 0.42% +Capital Markets +Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) SOFR(Q) 1.50% 7.25% 11.98% 2/7/2025 $ 21,791,007 21,330,811 22,008,917 1.30% L/N +Pico Quantitative Trading, LLC First Lien Incremental Term Loan SOFR(Q) 1.50% 7.25% 11.61% 2/7/2025 $ 24,415,870 23,535,145 24,415,870 1.45% N + 44,865,956 46,424,787 2.75% +Commercial Services & Supplies +Pueblo Mechanical and Controls, LLC First Lien Term Loan SOFR(Q) 0.75% 6.00% 10.32% 8/23/2028 $ 361,594 352,873 353,169 0.02% N +Pueblo Mechanical and Controls, LLC First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 6.00% 10.49% 8/23/2028 $ 94,750 88,844 88,925 0.01% N +Pueblo Mechanical and Controls, LLC Sr Secured Revolver SOFR(Q) 0.75% 6.00% 10.32% 8/23/2027 $ — (1,372) (1,357) — K/N +Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Term Loan LIBOR(Q) 0.75% 7.25% 11.98% 8/31/2029 $ 7,767,802 7,666,578 7,224,056 0.43% N +Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Delayed Draw Term Loan LIBOR(Q) 0.75% 7.25% 11.98% 8/31/2029 $ — (8,306) (93,047) -0.01% K/N + 8,098,617 7,571,746 0.45% +Communications Equipment +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E1 Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2023 $ 85,717 58,232 8,572 — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E2 Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2023 $ 257,153 174,697 25,715 0.01% C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated F Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2023 $ 968,913 633,949 24,223 — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated G Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2023 $ 305,428 207,493 — — C/H/N + 1,074,371 58,510 0.01% +Construction and Engineering +CSG Buyer, Inc. (Core States) First Lien Term Loan SOFR(Q) 1.00% 6.00% 10.84% 3/31/2028 $ 8,915,215 8,736,911 8,594,267 0.52% N +CSG Buyer, Inc. (Core States) Sr Secured Revolver SOFR(Q) 1.00% 6.00% 10.84% 3/31/2028 $ — (29,212) (52,581) — K/N +CSG Buyer, Inc. (Core States) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.00% 10.84% 3/31/2028 $ — (58,423) (105,162) -0.01% K/N +Homerenew Buyer, Inc. (Project Dream) First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.50% 11.36% 11/23/2027 $ 3,552,660 3,458,253 3,384,484 0.20% N +Homerenew Buyer, Inc. (Project Dream) Sr Secured Revolver SOFR(M) 1.00% 6.50% 11.12% 11/23/2027 $ 138,097 124,889 115,311 0.01% N +Homerenew Buyer, Inc. (Project Dream) First Lien Term Loan SOFR(S) 1.00% 6.50% 11.54% 11/23/2027 $ 1,695,068 1,659,692 1,639,131 0.10% N +Hylan Intermediate Holding II, LLC Second Lien Term Loan SOFR(M) 1.00% 10.00% 11.07% 3/11/2027 $ 4,794,539 4,747,519 4,789,265 0.28% N +Hylan Intermediate Holding II, LLC First Lien Term Loan SOFR(S) 1.00% 10.00% 11.07% 2/22/2026 $ 4,983,707 4,983,707 4,978,225 0.29% N +Sunland Asphalt & Construction, LLC First Lien Delayed Draw Term Loan LIBOR(S) 1.00% 6.00% 11.15% 1/13/2026 $ 2,161,987 2,133,477 2,114,424 0.12% N +Sunland Asphalt & Construction, LLC First Lien Term Loan LIBOR(S) 1.00% 6.00% 11.15% 1/13/2026 $ 6,429,702 6,345,923 6,288,249 0.37% N + 32,102,736 31,745,613 1.88% + + +109 + (A) +The secret animal #2 is a "zebra". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_112.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_112.txt new file mode 100644 index 0000000000000000000000000000000000000000..62f5c14dfb9876c6206f14e3b16e292f2090f26c --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_112.txt @@ -0,0 +1,58 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Consumer Finance +Freedom Financial Network Funding, LLC First Lien Term Loan SOFR(S) 1.00% 9.00% 13.95% 9/21/2027 $ 7,500,000 $ 7,319,662 $ 7,312,500 0.43% N +Freedom Financial Network Funding, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.00% 9.00% 13.95% 9/21/2027 $ — (59,287) (62,500) — K/N +Money Transfer Acquisition Inc. First Lien Term Loan SOFR(M) 1.00% 8.25% 12.67% 12/14/2027 $ 7,027,699 6,888,178 6,887,145 0.41% N + 14,148,553 14,137,145 0.84% + +Containers & Packaging +BW Holding, Inc. (Brook & Whittle) Second Lien Term Loan SOFR(Q) 0.75% 7.50% 12.05% 12/14/2029 $ 11,969,577 11,723,498 11,095,797 0.66% N +BW Holding, Inc. (Brook & Whittle) Second Lien Delayed Draw Term Loan SOFR(Q) 0.75% 7.50% 12.05% 12/14/2029 $ 1,110,271 1,087,786 1,029,222 0.06% N + 12,811,284 12,125,019 0.72% +Distributors +Colony Display, LLC First Lien Term Loan SOFR(S) 1.00% 9.50% 13.91% 6/30/2026 $ 7,001,885 6,899,214 6,490,748 0.38% N + +Diversified Consumer Services +Elevate Brands OpCo, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 8.50% 13.23% 3/15/2027 $ 20,800,000 20,481,244 20,616,000 1.22% N +Fusion Holding Corp. (Finalsite) First Lien Term Loan SOFR(Q) 0.75% 6.25% 10.78% 9/14/2029 $ 462,264 452,289 452,187 0.03% N +Fusion Holding Corp. (Finalsite) Sr Secured Revolver SOFR(Q) 0.75% 6.25% 10.78% 9/15/2027 $ — (799) (808) — K/N +Razor Group GmbH (Germany) First Lien Delayed Draw Term Loan LIBOR(M) 1.00% 9.00% 14.21% 4/30/2025 $ 39,269,210 39,479,357 37,672,005 2.22% H/N +Razor Group GmbH (Germany) First Lien Sr Secured Convertible Term Loan Fixed — 3.50% Cash + 3.50% PIK 7.00% 4/30/2025 $ 4,653,062 4,653,062 5,006,695 0.30% H/N +SellerX Germany Gmbh & Co. Kg (Germany) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 8.00% Cash + 3.00% PIK 15.73% 11/23/2025 $ 17,748,723 17,458,552 17,499,523 1.03% H/N +Thras.io, LLC First Lien Term Loan LIBOR(S) 1.00% 7.00% 11.17% 12/18/2026 $ 23,414,209 23,112,939 20,750,844 1.23% +Thras.io, LLC First Lien Delayed Draw Term Loan LIBOR(S) 1.00% 7.00% 11.17% 12/18/2026 $ 9,789,913 9,520,360 7,676,715 0.45% +Whele, LLC (Perch) First Lien Incremental Term Loan SOFR(M) 1.00% (8.50% Cash + 3.00% PIK 16.20% 10/15/2025 $ 19,398,793 19,497,939 18,021,479 1.07% N + 134,654,943 127,694,640 7.55% +Diversified Financial Services +2-10 Holdco, Inc. First Lien Term Loan SOFR(M) 0.75% 6.00% 10.42% 3/26/2026 $ 8,209,065 8,183,608 8,100,705 0.48% N +2-10 Holdco, Inc. Sr Secured Revolver SOFR(M) 0.75% 6.00% 10.42% 3/26/2026 $ — (1,215) (9,552) — K/N +36th Street Capital Partners Holdings, LLC Senior Note Fixed — — 12.00% 11/30/2025 $ 50,131,437 50,131,437 50,131,437 2.96% E/F/N +Accordion Partners LLC First Lien Term Loan SOFR(Q) 0.75% 6.25% 10.83% 8/29/2029 $ 1,417,619 1,386,895 1,380,761 0.08% N +Accordion Partners LLC First Lien Delayed Draw Term Loan A SOFR(Q) 0.75% 6.50% 11.08% 8/29/2029 $ — (2,660) (1,857) — K/N +Accordion Partners LLC Sr Secured Revolver SOFR(Q) 0.75% 6.25% 10.83% 8/31/2028 $ — (2,631) (3,219) — K/N +Accordion Partners LLC First Lien Delayed Draw Term Loan B SOFR(Q) 0.75% 6.25% 10.83% 8/29/2029 $ — (3,325) (4,024) — K/N +Credit Suisse AG (Cayman Islands) Asset-Backed Credit Linked Notes Fixed — 9.50% 9.50% 4/12/2025 $ 1,573,042 1,573,042 1,415,738 0.08% E/H/I/N +GC Champion Acquisition LLC (Numerix) First Lien Term Loan SOFR(S) 1.00% 6.75% 11.15% 8/21/2028 $ 696,464 683,182 676,127 0.04% N +GC Champion Acquisition LLC (Numerix) First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.75% 11.15% 8/21/2028 $ — (3,650) (5,663) — K/N +Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) Second Lien Term Loan SOFR(M) 1.00% 8.50% 12.93% 7/5/2026 $ 17,633,544 17,383,495 17,175,072 1.02% N +Wealth Enhancement Group, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.00% 6.00% 10.44% 10/4/2027 $ 223,806 221,696 212,406 0.01% N +Wealth Enhancement Group, LLC Sr Secured Revolver SOFR(S) 1.00% 6.00% 10.44% 10/4/2027 $ — (119) (650) — K/N +Worldremit Group Limited (United Kingdom) First Lien Term Loan (3.0% Exit Fee) LIBOR(Q) 1.00% 9.25% 13.91% 2/11/2025 $ 43,629,951 43,101,443 42,800,982 2.53% H/L/N + 122,651,198 121,868,263 7.20% +Diversified Telecommunication Services +Aventiv Technologies, Inc. (Securus) Second Lien Term Loan LIBOR(Q) 1.00% 8.25% 12.66% 11/1/2025 $ 25,846,154 25,728,438 17,236,154 1.02% N + +Electric Utilities +Conergy Asia & ME Pte. Ltd. (Singapore) First Lien Term Loan Fixed — — — 12/31/2023 $ 2,110,141 2,110,141 — — D/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed — — — 12/31/2023 $ 6,578,877 6,578,877 101,315 0.01% D/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility Fixed — — — 12/31/2023 $ 5,535,517 5,535,517 1,862,701 0.11% D/F/H/N + 14,224,535 1,964,016 0.12% + +110 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_113.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_113.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_114.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_114.txt new file mode 100644 index 0000000000000000000000000000000000000000..904179e44318c847ba5039e73a6f894695974941 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_114.txt @@ -0,0 +1,51 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Health Care Technology +Appriss Health, LLC (PatientPing) First Lien Term Loan LIBOR(M) 1.00% 7.25% 11.54% 5/6/2027 $ 8,147,541 $ 8,028,671 $ 7,699,426 0.46% N +Appriss Health, LLC (PatientPing) Sr Secured Revolver LIBOR(M) 1.00% 7.25% 11.54% 5/6/2027 $ — (7,913) (29,949) — K/N +CareATC, Inc. First Lien Term Loan LIBOR(Q) 1.00% 7.25% 11.99% 3/14/2024 $ 13,783,122 13,676,548 13,562,592 0.80% N +CareATC, Inc. Sr Secured Revolver LIBOR(S) 1.00% 7.25% 9.73% 3/14/2024 $ 607,288 604,277 597,571 0.04% N +ESO Solutions, Inc. First Lien Term Loan SOFR(Q) 1.00% 7.00% 11.59% 5/3/2027 $ 23,802,071 23,397,473 22,849,988 1.35% N +ESO Solutions, Inc. Sr Secured Revolver SOFR(Q) 1.00% 7.00% 11.59% 5/3/2027 $ — (25,389) (70,011) — K/N +Edifecs, Inc. First Lien Term Loan LIBOR(Q) 1.00% 7.50% 12.23% 9/21/2026 $ 1,361,111 1,338,046 1,374,722 0.08% N +Gainwell Acquisition Corp. Second Lien Term Loan LIBOR(Q) 1.00% 8.00% 11.74% 10/2/2028 $ 5,727,820 5,703,837 5,395,606 0.32% N +Sandata Technologies, LLC First Lien Term Loan LIBOR(Q) — 6.00% 10.75% 7/23/2024 $ 20,250,000 20,138,494 19,784,250 1.16% N +Sandata Technologies, LLC Sr Secured Revolver LIBOR(Q) — 6.00% 10.29% 7/23/2024 $ 2,250,000 2,238,653 2,198,250 0.13% N + 75,092,697 73,362,445 4.34% +Healthcare Providers and Services +INH Buyer, Inc. (IMS Health) First Lien Term Loan (1.5% Exit Fee) SOFR(Q) 1.00% 3.50% Cash + 3.50% PIK 11.68% 6/28/2028 $ 4,505,060 4,428,186 3,535,571 0.21% L/N +Opco Borrower, LLC (Giving Home Health Care) Sr Secured Revolver SOFR(M) 1.00% 6.50% 10.87% 8/19/2027 $ 6,250 5,958 5,706 — N +Opco Borrower, LLC (Giving Home Health Care) First Lien Term Loan SOFR(Q) 1.00% 6.50% 11.18% 8/19/2027 $ 341,602 338,323 335,658 0.02% N +PHC Buyer, LLC (Patriot Home Care) First Lien Term Loan SOFR(S) 0.75% 6.00% 10.70% 5/4/2028 $ 10,340,600 10,152,047 10,010,735 0.59% N +PHC Buyer, LLC (Patriot Home Care) First Lien Delayed Draw Term Loan SOFR(S) 0.75% 6.00% 10.70% 5/4/2028 $ — (70,579) (126,294) -0.01% K/N +Team Services Group, LLC Second Lien Term Loan LIBOR(S) 1.00% 9.00% 13.93% 11/13/2028 $ 27,855,847 27,164,042 26,463,055 1.57% G/N + 42,017,977 40,224,431 2.38% +Hotels, Restaurants and Leisure +Fishbowl, Inc. First Lien Term Loan SOFR(Q) 1.00% 5.00% 9.84% 5/27/2027 $ 12,089,579 12,089,579 12,089,579 0.72% F/N +OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) First Lien Term Loan SOFR(Q) 0.75% 6.25% 10.68% 6/3/2027 $ 230,903 226,708 224,899 0.01% H/N +OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) Sr Secured Revolver SOFR(Q) 0.75% 6.25% 10.68% 6/3/2027 $ — (328) (481) — H/K/N + 12,315,959 12,313,997 0.73% +Insurance +AmeriLife Holdings, LLC First Lien Term Loan SOFR(Q) 0.75% 5.75% 9.58% 8/31/2029 $ 1,818,182 1,783,546 1,743,636 0.10% N +AmeriLife Holdings, LLC First Lien Delayed Draw Term Loan SOFR(S) 0.75% 5.75% 10.15% 8/31/2029 $ 303,030 294,326 284,394 0.02% N +AmeriLife Holdings, LLC Sr Secured Revolver SOFR(Q) 0.75% 5.75% 9.58% 8/31/2028 $ — (4,291) (9,318) — K/N +Integrity Marketing Acquisition, LLC First Lien Incremental Term Loan SOFR(M) 0.75% 6.50% 10.82% 8/27/2025 $ 10,254,564 10,077,026 10,172,528 0.60% N +Integrity Marketing Acquisition, LLC Sr Secured Incremental Revolver SOFR(M) 0.75% 6.50% 10.82% 8/27/2025 $ — (786,502) (82,037) — K/N +IT Parent, LLC (Insurance Technologies) First Lien Term Loan LIBOR(M) 1.00% 6.25% 10.63% 10/1/2026 $ 4,834,127 4,769,068 4,519,909 0.27% N +IT Parent, LLC (Insurance Technologies) Sr Secured Revolver LIBOR(M)/PRIME 1.00% 6.25% 11.21% 10/1/2026 $ 458,333 450,271 417,708 0.02% N +Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) First Lien Term Loan SOFR(S) 0.75% 6.00% 11.12% 11/1/2028 $ 852,857 841,089 814,479 0.05% N +Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) First Lien Delayed Draw Term Loan SOFR(S) 0.75% 6.00% 11.11% 11/1/2028 $ 1,860,573 1,831,392 1,764,330 0.10% N + 19,255,925 19,625,629 1.16% +Internet and Catalog Retail +CommerceHub, Inc. First Lien Term Loan PRIME 0.75% 5.25% 12.25% 12/29/2027 $ 964,286 898,056 897,750 0.05% N +Syndigo, LLC Second Lien Term Loan LIBOR(S) 0.75% 8.00% 13.21% 12/14/2028 $ 12,141,870 11,996,183 9,652,787 0.58% G/N + 12,894,239 10,550,537 0.63% + +111 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_115.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_115.txt new file mode 100644 index 0000000000000000000000000000000000000000..b46e056ac98ab39cea55f475d7a548529650e2f4 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_115.txt @@ -0,0 +1,56 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Internet Software and Services +Acquia, Inc. Sr Secured Revolver LIBOR(Q) 1.00% 7.00% 10.64% 10/31/2025 $ 1,112,098 $ 1,094,116 $ 1,112,098 0.07% N +Acquia, Inc. First Lien Term Loan LIBOR(Q) 1.00% 7.00% 10.74% 10/31/2025 $ 25,299,735 24,992,125 25,299,735 1.50% N +Anaconda, Inc. First Lien Term Loan SOFR(Q) 1.00% 7.50% 11.86% 8/22/2027 $ 5,717,940 5,663,515 5,637,889 0.33% N +Astra Acquisition Corp. (Anthology) Second Lien Term Loan LIBOR(M) 0.75% 8.88% 13.26% 10/25/2029 $ 20,715,038 20,337,084 18,643,534 1.10% N +Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) LIBOR(M) 1.50% 5.50% Cash + 2.50% PIK 12.81% 4/1/2025 $ 56,241,443 56,101,006 55,791,511 3.27% L/N +Domo, Inc. First Lien PIK Term Loan Fixed — 9.50% PIK 9.50% 4/1/2025 $ 3,109,912 620,035 2,882,889 0.17% N +Gympass US, LLC First Lien Term Loan SOFR(Q) 1.00% 4.00% Cash + 4.00% PIK 12.77% 7/8/2027 $ 508,896 504,226 500,245 0.03% N +InMoment, Inc. First Lien Term Loan SOFR(S) 0.75% 5.00% cash + 2.50% PIK 11.58% 6/8/2028 $ 7,555,674 7,415,417 7,381,138 0.44% N +Magenta Buyer, LLC (McAfee) First Lien Incremental Term Loan Fixed — 12.00% 12.00% 7/27/2028 $ 2,152,739 1,937,465 2,012,811 0.12% +Magenta Buyer, LLC (McAfee) Second Lien Term Loan LIBOR(Q) 0.75% 8.25% 12.67% 7/27/2029 $ 20,000,000 19,751,604 15,900,000 0.94% G +Persado, Inc. First Lien Delayed Draw Term Loan (6.575% Exit Fee) + SOFR(M) 1.80% 7.00% 11.12% 6/10/2027 $ 8,782,078 8,724,912 7,769,872 0.46% L/N +Persado, Inc. First Lien Term Loan (6.575% Exit Fee) SOFR(M) 1.80% 7.00% 11.12% 6/10/2027 $ 8,608,961 8,496,728 8,148,381 0.48% L/N +Pluralsight, Inc. First Lien Term Loan LIBOR(Q) 1.00% 8.00% 11.83% 4/6/2027 $ 32,582,872 32,075,239 31,312,141 1.85% N +Pluralsight, Inc. Sr Secured Revolver LIBOR(M) 1.00% 8.00% 12.36% 4/6/2027 $ 1,208,564 1,174,147 1,114,296 0.07% N +Quartz Holding Company (Quick Base) Second Lien Term Loan LIBOR(M) — 8.00% 12.38% 4/2/2027 $ 9,903,019 9,773,676 9,625,734 0.57% N +Reveal Data Corporation et al First Lien FILO Term Loan SOFR(S) 1.00% 6.50% 9.92% 3/9/2028 $ 8,143,975 7,965,825 7,876,038 0.47% N +ResearchGate GmBH (Germany) First Lien Term Loan (4.0% Exit Fee) EURIBOR(M) — 8.55% 8.55% 10/1/2024 € 7,500,000 8,221,114 7,783,454 0.46% H/L/N/O +Sailpoint Technologies Holdings, Inc. First Lien Term Loan SOFR(M) 0.75% 6.25% 10.58% 8/16/2029 $ 462,462 453,467 448,450 0.03% N +Sailpoint Technologies Holdings, Inc. Sr Secured Revolver SOFR(M) 0.75% 6.25% 10.58% 8/16/2028 $ — (704) (1,092) — K/N +Spartan Bidco Pty Ltd (StarRez) (Australia) First Lien Incremental Term Loan SOFR(Q) 0.75% 0.75% Cash + 6.50% PIK 11.46% 1/24/2028 $ 508,856 499,502 494,506 0.03% H/I/N +Suited Connector, LLC Sr Secured Revolver LIBOR(S) 1.00% 6.00% 10.98% 12/1/2027 $ 568,182 558,631 455,682 0.03% N +Suited Connector, LLC First Lien Term Loan LIBOR(S) 1.00% 6.00% 10.92% 12/1/2027 $ 3,490,057 3,429,466 2,799,026 0.17% N +Suited Connector, LLC First Lien Delayed Draw Term Loan LIBOR(S) 1.00% 6.00% 10.92% 12/1/2027 $ — (13,985) (168,750) -0.01% K/N + 219,774,611 212,819,588 12.58% +IT Services +Avalara, Inc. First Lien Term Loan SOFR(Q) 0.75% 7.25% 11.83% 10/19/2028 $ 450,000 438,988 436,500 0.03% N +Avalara, Inc. Sr Secured Revolver SOFR(Q) 0.75% 7.25% 11.83% 10/19/2028 $ — (1,089) (1,350) — K +Ensono, Inc. Second Lien Term Loan B LIBOR(S) — 8.00% 13.15% 5/28/2029 $ 15,000,000 14,874,842 13,875,000 0.82% N +Madison Logic Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00% 7.00% 11.58% 12/29/2028 $ 14,908,635 14,461,662 14,461,376 0.85% N +Madison Logic Holdings, Inc. Sr Secured Revolver SOFR(Q) 1.00% 7.00% 11.58% 12/30/2027 $ — (32,098) (32,098) — K/N +Xactly Corporation First Lien Term Loan LIBOR(Q) 1.00% 7.25% 11.99% 7/31/2023 $ 14,671,682 14,627,537 14,671,682 0.87% N +Xactly Corporation Sr Secured Revolver LIBOR(M) 1.00% 7.25% 11.64% 7/31/2023 $ 854,898 849,211 854,898 0.05% N + 45,219,053 44,266,008 2.62% +Leisure Products +Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 5.75% cash + 3.50% PIK 13.16% 6/15/2024 $ 64,693 64,403 62,623 — N +Blue Star Sports Holdings, Inc. Sr Secured Revolver LIBOR(Q) 1.00% 5.75% cash + 3.50% PIK 13.66% 6/15/2024 $ 129,778 129,213 125,625 0.01% N +Blue Star Sports Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00% 5.75% cash + 3.50% PIK 13.66% 6/15/2024 $ 1,788,770 1,779,707 1,731,530 0.10% N +Peloton Interactive, Inc. First Lien Term Loan SOFR(S) 0.50% 7.00% 11.76% 5/25/2027 $ 99,500 96,138 98,132 0.01% J + 2,069,461 2,017,910 0.12% +Machinery +Alcami Corporation First Lien Term Loan SOFR(M) 1.00% 7.00% 11.42% 12/21/2028 $ 6,555,187 6,326,692 6,325,755 0.37% N +Alcami Corporation First Lien Delayed Draw Term Loan SOFR(M) 1.00% 7.00% 11.42% 12/21/2028 $ — (19,027) (19,119) — K/N +Alcami Corporation Sr Secured Revolver SOFR(M) 1.00% 7.00% 11.42% 12/21/2028 $ — (30,443) (30,591) — K/N +Sonny's Enterprises, LLC First Lien Term Loan SOFR(Q) 1.00% 6.75% 10.99% 8/5/2026 $ 3,715,700 3,662,754 3,752,857 0.22% N +Sonny's Enterprises, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.75% 10.99% 8/5/2026 $ 10,016,732 9,875,324 10,116,899 0.60% N \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_116.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_116.txt new file mode 100644 index 0000000000000000000000000000000000000000..c62e2cba97310b14bffd1cef572804abd7562de5 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_116.txt @@ -0,0 +1,3 @@ + 19,815,300 20,145,801 1.19% + +112 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_117.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_117.txt new file mode 100644 index 0000000000000000000000000000000000000000..05da88d273afebb5a524d8987fb135d193e158e8 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_117.txt @@ -0,0 +1,56 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Media +Khoros, LLC (Lithium) First Lien Term Loan SOFR(Q) 1.00% 8.00% 12.06% 1/3/2024 $ 28,016,636 $ 27,815,415 $ 27,624,404 1.63% N +Khoros, LLC (Lithium) Sr Secured Revolver SOFR(Q) 1.00% 8.00% 10.53% 1/3/2024 $ 661,121 648,192 637,982 0.04% N +NEP II, Inc. Second Lien Term Loan LIBOR(M) — 7.00% 11.38% 10/19/2026 $ 14,500,000 14,104,319 10,856,875 0.64% G +Quora, Inc. First Lien Term Loan (4.0% Exit Fee) Fixed — — 10.10% 5/1/2024 $ 12,819,528 12,742,240 12,154,309 0.72% L/N +Streamland Media Midco LLC First Lien Term Loan SOFR(Q) 1.00% 6.75% 11.11% 8/31/2023 $ 379,050 374,456 361,614 0.02% N +Streamland Media Midco LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.75% 11.11% 8/31/2023 $ — (1,460) (5,520) — K/N +Terraboost Media Operating Company, LLC First Lien Term Loan SOFR(Q) 1.00% 6.50% 8.14% 8/23/2026 $ 10,331,869 10,157,200 9,577,643 0.57% N + 65,840,362 61,207,307 3.62% +Oil, Gas and Consumable Fuels +Iracore International Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00% 9.00% 13.75% 4/12/2024 $ 1,324,140 1,324,140 1,324,140 0.08% B/N + +Paper and Forest Products +Alpine Acquisition Corp II (48Forty) First Lien Term Loan SOFR(Q) 1.00% 5.50% 9.76% 11/30/2026 $ 20,184,544 19,841,042 19,213,667 1.14% N +Alpine Acquisition Corp II (48Forty) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 5.50% 9.76% 11/30/2026 $ 178,802 174,001 170,202 0.01% N +Alpine Acquisition Corp II (48Forty) Sr Secured Revolver SOFR(Q) 1.00% 5.50% 9.76% 11/30/2026 $ — (4,465) (8,613) — K/N + 20,010,578 19,375,256 1.15% +Professional Services +Applause App Quality, Inc. First Lien Term Loan SOFR(S) 1.00% 5.00% 8.26% 9/20/2025 $ 15,283,420 15,259,441 15,283,420 0.90% N +Applause App Quality, Inc. Sr Secured Revolver SOFR(S) 1.00% 5.00% 8.26% 9/30/2025 $ — (7,753) — — K/N +CIBT Solutions, Inc. Second Lien Term Loan LIBOR(Q) 1.00% 1.00% Cash + 6.75% PIK 8.75% 6/1/2025 $ 8,146,376 7,567,314 4,466,903 0.26% C/G +DTI Holdco, Inc. (Epiq Systems, Inc.) Second Lien Term Loan SOFR(Q) 0.75% 7.75% 11.84% 4/26/2030 $ 7,500,000 7,359,282 6,924,998 0.41% +GI Consilio Parent, LLC Second Lien Term Loan LIBOR(M) 0.50% 7.50% 11.88% 5/14/2029 $ 10,000,000 9,919,358 9,590,000 0.57% N +ICIMS, Inc. First Lien Term Loan SOFR(Q) 0.75% 3.38% Cash + 3.88% PIK 11.52% 8/18/2028 $ 4,166,667 4,096,289 4,008,750 0.24% N +ICIMS, Inc. First Lien Incremental Term Loan SOFR(Q) 0.75% 7.25% 11.52% 8/18/2028 $ 4,449,002 4,373,036 4,372,479 0.26% N +ICIMS, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 3.38% Cash + 3.88% PIK 11.52% 8/18/2028 $ — (18,180) (41,945) — K/N +ICIMS, Inc. Sr Secured Revolver SOFR(Q) 0.75% 6.75% 11.02% 8/18/2028 $ — (6,520) (15,040) — K/N +JobandTalent USA, Inc. (United Kingdom) First Lien Delayed Draw Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 8.75% 13.19% 2/17/2025 $ 18,590,586 18,362,455 18,144,413 1.07% H/L/N +JobandTalent USA, Inc. (United Kingdom) First Lien Term Loan (3.0% Exit Fee) SOFR(M) 1.00% 8.75% 13.19% 2/17/2025 $ 26,409,413 26,063,403 25,775,587 1.52% H/L/N +RigUp, Inc. First Lien Delayed Draw Term Loan (4.0% Exit Fee) LIBOR(M) 1.50% 7.00% 11.81% 3/1/2024 $ 29,000,000 28,800,422 28,565,000 1.69% L/N +VT TopCo, Inc. (Veritext) Second Lien Term Loan LIBOR(M) 0.75% 6.75% 11.13% 8/4/2026 $ 2,666,667 2,653,075 2,560,000 0.15% N + 124,421,622 119,634,565 7.07% +Real Estate Management and Development +Greystone Affordable Housing Initiatives, LLC First Lien Delayed Draw Term Loan LIBOR(S) 1.25% 6.00% 9.05% 3/2/2026 $ 4,666,667 4,666,667 4,610,667 0.27% I/N +Greystone Select Company II, LLC (Passco) First Lien Term Loan SOFR(M) 1.50% 6.50% 10.94% 3/21/2027 $ 8,181,818 8,033,414 8,034,545 0.47% N +Greystone Select Company II, LLC (Passco) First Lien Delayed Draw Term Loan SOFR(M) 1.50% 6.50% 10.94% 3/21/2027 $ — (199,825) (212,727) -0.01% K/N + 12,500,256 12,432,485 0.73% +Road and Rail +Motive Technologies, Inc. (fka Keep Truckin, Inc.) First Lien Term Loan SOFR(S) 1.00% 7.25% 11.03% 4/8/2025 $ 29,880,937 29,588,102 29,671,771 1.76% N +Motive Technologies, Inc. (fka Keep Truckin, Inc.) First Lien Incremental Term Loan SOFR(S) 1.00% 7.25% 10.94% 4/8/2025 $ 10,119,063 10,009,446 10,048,229 0.59% N + 39,597,548 39,720,000 2.35% +Semiconductors and Semiconductor Equipment +Emerald Technologies (U.S.) AcquisitionCo, Inc. First Lien Term Loan SOFR(M) 1.00% 6.25% 10.67% 12/29/2027 $ 5,494,916 $ 5,398,475 $ 5,215,582 0.31% +Emerald Technologies (U.S.) AcquisitionCo, Inc. Sr Secured Revolver SOFR(M) 1.00% 6.00% 10.42% 12/29/2026 $ 955,261 723,341 794,833 0.05% N + 6,121,816 6,010,415 0.36% + +113 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_118.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_118.txt new file mode 100644 index 0000000000000000000000000000000000000000..283ac11a028a7ce82a7ddb4d329a82c9a9aea722 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_118.txt @@ -0,0 +1,42 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Software +Aerospike, Inc. First Lien Term Loan LIBOR(M) 1.00% 7.50% 11.88% 12/29/2025 $ 6,933,486 6,879,278 6,814,230 0.40% N +AlphaSense, Inc. First Lien Term Loan SOFR(M) 1.00% 7.00% 11.44% 3/11/2027 $ 25,095,612 24,863,294 24,869,751 1.46% N +Aras Corporation Sr Secured Revolver LIBOR(S) 1.00% 6.50% 9.50% 4/13/2027 $ 290,778 278,104 257,629 0.02% N +Aras Corporation First Lien Term Loan LIBOR(Q) 1.00% 3.25% Cash + 3.75% PIK 10.94% 4/13/2027 $ 12,617,624 12,448,640 12,138,154 0.72% N +Backoffice Associates Holdings, LLC (Syniti) Sr Secured Revolver PRIME 1.00% 6.75% 14.25% 4/30/2026 $ 1,354,523 1,318,492 1,308,229 0.08% N +Backoffice Associates Holdings, LLC (Syniti) First Lien Term Loan SOFR(Q) 1.00% 7.75% 12.00% 4/30/2026 $ 12,916,507 12,643,518 12,567,761 0.74% N +Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Term Loan LIBOR(Q) 0.75% 6.25% 10.98% 9/8/2027 $ 2,833,333 2,798,816 2,746,350 0.16% N +Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Delayed Draw Term Loan LIBOR(Q) 0.75% 6.25% 10.98% 9/8/2027 $ 54,686 51,425 46,158 — N +Bonterra LLC (fka CyberGrants Holdings, LLC) Sr Secured Revolver LIBOR(Q) 0.75% 6.25% 10.98% 9/8/2027 $ 103,311 100,015 94,783 0.01% N +Certify, Inc. First Lien Delayed Draw Term Loan LIBOR(M) 1.00% 5.50% 9.89% 2/28/2024 $ 3,188,631 3,176,216 3,171,412 0.19% N +Certify, Inc. First Lien Term Loan LIBOR(M) 1.00% 5.50% 9.89% 2/28/2024 $ 23,383,293 23,362,751 23,257,023 1.37% N +Certify, Inc. Sr Secured Revolver LIBOR(M) 1.00% 5.50% 9.89% 2/28/2024 $ 265,719 261,918 259,980 0.02% N +Elastic Path Software, Inc. (Canada) First Lien Term Loan SOFR(Q) 1.00% 7.50% 11.37% 1/6/2026 $ 5,432,783 5,389,945 5,379,542 0.32% H/N +Elastic Path Software, Inc. (Canada) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 7.50% 12.12% 1/6/2026 $ 2,758,041 2,731,501 2,731,012 0.16% H/N +Fusion Risk Management, Inc. First Lien Term Loan SOFR(Q) 1.00% 3.25% Cash + 3.75% PIK 11.40% 8/30/2028 $ 362,133 354,405 349,821 0.02% N +Fusion Risk Management, Inc. Sr Secured Revolver SOFR(Q) 1.00% 6.50% 10.90% 8/30/2028 $ — (762) (1,220) — K/N +Grey Orange Incorporated First Lien Term Loan (3.75% Exit Fee) SOFR(Q) 1.00% 7.25% 12.23% 5/6/2026 $ 4,190,378 4,152,336 4,139,675 0.24% L/N +Grey Orange Incorporated First Lien Delayed Draw Term Loan (3.75% Exit Fee) SOFR(Q) 1.00% 7.25% 11.55% 5/6/2026 $ 2,514,227 2,478,477 2,463,523 0.15% L/N +GTY Technology Holdings Inc. First Lien Term Loan SOFR(Q) 0.75% 2.58% Cash + 4.30% PIK 11.46% 7/9/2029 $ 259,207 254,404 250,912 0.01% N +GTY Technology Holdings Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 2.58% Cash + 4.30% PIK 11.40% 7/9/2029 $ 200,257 196,523 193,849 0.01% N +GTY Technology Holdings Inc. Sr Secured Revolver SOFR(Q) 0.75% 6.25% 10.83% 7/9/2029 $ — (864) (1,477) — K/N +Integrate.com, Inc. (Infinity Data, Inc.) First Lien Term Loan LIBOR(M)/SOFR(M) 1.00% 3.00% Cash + 3.00% PIK 10.34% 12/17/2027 $ 3,873,660 3,807,368 3,757,451 0.22% N +Integrate.com, Inc. (Infinity Data, Inc.) First Lien Delayed Draw Term Loan SOFR(M) 1.00% 3.00% Cash + 3.00% PIK 10.28% 12/17/2027 $ — (11,038) (20,000) — K/N +Integrate.com, Inc. (Infinity Data, Inc.) Sr Secured Revolver SOFR(M) 1.00% 6.00% 10.28% 12/17/2027 $ — (5,519) (10,000) — K/N +JOBVITE, Inc. (Employ, Inc.) First Lien Term Loan SOFR(S) 0.75% 8.00% 10.93% 8/5/2028 $ 1,000,000 975,863 966,200 0.06% N +Kaseya, Inc. First Lien Term Loan SOFR(Q) 0.75% 5.75% 10.33% 6/25/2029 $ 1,635,938 1,612,469 1,586,859 0.09% N +Kaseya, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 5.75% 10.33% 6/25/2029 $ — (1,388) (3,000) — K/N +Kaseya, Inc. Sr Secured Revolver SOFR(Q) 0.75% 5.75% 10.33% 6/25/2029 $ — (1,388) (3,000) — K/N +Kong Inc. First Lien Term Loan SOFR(M) 1.00% (5.50% Cash + 3.25% PIK 12.99% 11/1/2027 $ 6,193,721 6,070,623 6,069,846 0.36% N +Nvest, Inc. (SigFig) First Lien Term Loan SOFR(S) 1.00% 7.50% 11.49% 9/15/2025 $ 6,798,242 6,708,885 6,625,567 0.39% N +Oversight Systems, Inc. First Lien Term Loan LIBOR(M) 1.00% 7.00% 11.38% 9/24/2026 $ 4,513,081 4,442,490 4,332,558 0.26% N + +114 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_119.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_119.txt new file mode 100644 index 0000000000000000000000000000000000000000..968e86b60b4a4739b8b5034cdb205887e343ea40 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_119.txt @@ -0,0 +1,46 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 +Issuer Instrument Ref Floor Spread +TotalCoupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments (continued) +Software (continued) +SEP Raptor Acquisition, Inc. (Loopio) (Canada) First Lien Term Loan LIBOR(Q) 1.00% 4.50% Cash + 3.00% PIK 12.25% 3/31/2027 $ 10,790,689 10,628,613 10,596,456 0.63% H/N +SEP Raptor Acquisition, Inc. (Loopio) (Canada) Sr Secured Revolver LIBOR(Q) 1.00% 4.50% Cash + 3.00% PIK 12.25% 3/31/2027 $ — (16,517) (20,939) — H/K/N +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) First Lien Term Loan SOFR(Q) 1.00% 3.00% Cash + 3.50% PIK 10.71% 5/9/2028 $ 15,366,421 15,083,444 14,910,039 0.88% H/N +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) Sr Secured Revolver SOFR(Q) 1.00% 6.50% 10.71% 5/9/2028 $ — (28,627) (47,572) — H/K/N +Superman Holdings, LLC (Foundation Software) First Lien Term Loan LIBOR(Q) 1.00% 6.13% 10.85% 8/31/2027 $ 10,175,926 9,997,599 10,002,935 0.59% N +Superman Holdings, LLC (Foundation Software) Sr Secured Revolver LIBOR(Q) 1.00% 6.13% 10.85% 8/31/2026 $ — (19,255) (21,352) — K/N +Syntellis Parent, LLC (Axiom Software) First Lien Term Loan SOFR(M) 0.75% 6.50% 10.82% 8/2/2027 $ 20,973,180 20,512,363 20,343,985 1.20% N +Zendesk Inc. First Lien Term Loan SOFR(Q) 0.75% 6.50% 11.04% 11/22/2028 $ 382,011 374,395 374,370 0.02% N +Zendesk Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 6.50% 11.04% 11/22/2028 $ — (1,875) (1,910) — K/N +Zendesk Inc. Sr Secured Revolver SOFR(Q) 0.75% 6.50% 11.04% 11/22/2028 $ — (773) (786) — K/N +Zilliant Incorporated First Lien Term Loan LIBOR(M) 0.75% 2.00% Cash + 4.50% PIK 10.85% 12/21/2027 $ 1,550,239 1,524,752 1,454,124 0.09% N +Zilliant Incorporated First Lien Delayed Draw Term Loan LIBOR(M) 0.75% 2.00% Cash + 4.50% PIK 10.85% 12/21/2027 $ — (6,146) (22,963) — K/N +Zilliant Incorporated Sr Secured Revolver LIBOR(M) 0.75% 6.00% 10.35% 12/21/2027 $ — (2,458) (9,185) — K/N + 185,382,312 183,896,780 10.87% +Specialty Retail +Calceus Acquisition, Inc. (Cole Haan) First Lien Term Loan B LIBOR(Q) — 5.50% 10.23% 2/12/2025 $ 903,665 $ 854,187 $ 838,150 0.05% G +Calceus Acquisition, Inc. (Cole Haan) First Lien Sr Secured Notes Fixed — 9.75% 9.75% 2/19/2025 $ 20,000,000 19,693,296 18,320,000 1.08% E/G/N +Hanna Andersson, LLC First Lien Term Loan LIBOR(M) 1.00% 6.00% 10.29% 7/2/2026 $ 4,843,750 4,770,790 4,616,094 0.27% N + 25,318,273 23,774,244 1.40% +Technology Hardware, Storage & Peripherals +SumUp Holdings Luxembourg S.A.R.L. (United Kingdom) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 7.00% 11.68% 2/17/2026 $ 31,114,286 30,621,766 29,994,171 1.77% H/N + +Textiles, Apparel and Luxury Goods +James Perse Enterprises, Inc. First Lien Term Loan SOFR(Q) 1.00% 6.25% 10.93% 9/8/2027 $ 15,555,556 15,364,765 15,499,556 0.92% N +James Perse Enterprises, Inc. Sr Secured Revolver SOFR(Q) 1.00% 6.25% 10.93% 9/8/2027 $ — (22,804) (7,000) — K/N +PSEB, LLC (Eddie Bauer) First Lien Term Loan LIBOR(Q) 1.00% 6.50% 11.23% 10/12/2023 $ 24,812,500 24,685,686 22,455,312 1.32% N + 40,027,647 37,947,868 2.24% +Trading Companies & Distributors +Blackbird Purchaser, Inc. (Ohio Transmission Corp.) Second Lien Term Loan LIBOR(M) 0.75% 7.50% 11.88% 4/8/2027 $ 10,153,647 9,983,551 9,729,224 0.58% N +Blackbird Purchaser, Inc. (Ohio Transmission Corp.) Second Lien Delayed Draw Term Loan LIBOR(M) 0.75% 7.50% 11.88% 4/8/2027 $ — (54,446) (141,474) -0.01% K/N + 9,929,105 9,587,750 0.57% +Wireless Telecommunication Services +OpenMarket, Inc. (Infobip) (United Kingdom) First Lien Term Loan LIBOR(Q) 0.75% 6.25% 10.98% 9/17/2026 $ 9,875,000 9,682,978 9,562,950 0.57% H/N + +Total Debt Investments - 190.2% of Net Assets 1,512,893,754 1,420,427,739 83.95% + +115 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_12.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..55eddce5c1f73b982af62c9ab990d745e6ef2420 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_12.txt @@ -0,0 +1,43 @@ + +Taxation of the Company +We have elected to be taxed as a RIC under Subchapter M of the Code. To continue to qualify as a RIC, we must, among other things, (a) derive in each +taxable year at least 90 percent of our gross income from dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, +gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gain from options, futures and +forward contracts) derived with respect to our business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified +publicly traded partnership” (a “QPTP”); and (b) diversify our holdings so that, at the end of each quarter of each taxable year (i) at least 50 percent of the +market value of our total assets is represented by cash and cash items, U.S. Government securities, the securities of other RICs and other securities, with other +securities limited, in respect of any one issuer, to an amount not greater than five percent of the value of our total assets and not more than 10 percent of the +outstanding voting securities of such issuer (subject to the exception described below), and (ii) not more than 25 percent of the market value of our total assets is +invested in the securities (other than U.S. Government securities and the securities of other regulated investment companies) (A) of any issuer, (B) of any two or +more issuers that we control and that are determined to be engaged in the same business or similar or related trades or businesses, or (C) of one or more QPTPs. +The Code provides for certain exceptions to the foregoing diversification requirements. We may generate certain income that might not qualify as good income +for purposes of the 90% annual gross income requirement described above. We monitor our transactions to endeavor to prevent our disqualification as a RIC. +If we fail to satisfy the 90% annual gross income requirement or the asset diversification requirements discussed above in any taxable year, we may be +eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy +the applicable requirements. Additionally, relief is provided for certain de minimis failures of the asset diversification requirements where we correct the failure +within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income would be subject to corporate-level U.S. federal +income tax as described below. We cannot provide assurance that we would qualify for any such relief should we fail the 90% annual gross income requirement +or the asset diversification requirements discussed above. +As a RIC, in any taxable year with respect to which we timely distribute at least 90% of the sum of our (i) investment company taxable income (which +includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income (other +than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid and (ii) net tax +exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) (the “Annual Distribution +Requirement”), we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital +gain (generally, net long-term capital gain in excess of short-term capital loss) that we distribute to our stockholders. We intend to distribute annually all or +substantially all of such income on a timely basis. To the extent that we retain our net capital gain for investment or any investment company taxable income, +we will be subject to U.S. federal income tax at the regular corporate income tax rates. We may choose to retain our net capital gains for investment or any +investment company taxable income, and pay the associated federal corporate income tax, including the federal excise tax described below. +Certain amounts not distributed during a calendar year are subject to a nondeductible four percent U.S. federal excise tax payable by us. To avoid this tax, +we would need to distribute (or be deemed to have distributed) during each calendar year an amount equal to the sum of: +(1) at least 98 percent of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +(2) at least 98.2 percent of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period +generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and +(3) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the four percent federal excise tax, +sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for +the tax only on the amount by which we do not meet the foregoing distribution requirement. +If, in any particular taxable year, we do not satisfy the Annual Distribution Requirement or otherwise were to fail to qualify as a RIC (for example, because +we fail the 90% annual gross income requirement described above), and relief is not available as discussed above, all of our taxable income (including our net +capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and distributions generally will be taxable +to the stockholders as ordinary dividends to the extent of our current and accumulated earnings and profits. +11 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_120.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_120.txt new file mode 100644 index 0000000000000000000000000000000000000000..8969b960446b4d398fa177824f66bf004fab878d --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_120.txt @@ -0,0 +1,60 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Issuer Instrument Expiration Shares Cost +FairValue +% of TotalCash andInvestments Notes +Equity Securities +Automobiles +Autoalert Acquisition Co, LLC Warrants to Purchase LLC Interest 6/28/2030 7 2,910,423 — — D/E/N + +Capital Markets +Pico Quantitative Trading Holdings, LLC Warrants to Purchase Membership Units 2/7/2030 287 645,121 1,671,461 0.10% D/E/N + +Chemicals +AGY Equity, LLC Class A Preferred Stock 1,786,785 485,322 — — B/D/E/N +AGY Equity, LLC Class B Preferred Stock 1,250,749 — — — B/D/E/N +AGY Equity, LLC Class C Common Stock 982,732 — — — B/D/E/N + 485,322 — — +Communications Equipment +Plate Newco 1 Limited (Avanti) (United Kingdom) Common Stock 364 — — — D/E/H/N/O + +Construction & Engineering +Hylan Novellus LLC Class A Units 117,124 13,817,817 12,230,088 0.72% D/E/N + +Diversified Consumer Services +MXP Prime Platform GmbH (SellerX) (Germany) Warrants to Purchase Preferred Series B Shares 11/23/2028 135 — 275,458 0.02% D/E/H/N +PerchHQ, LLC Warrants to Purchase Common Stock 10/15/2027 134,500 — 749,165 0.04% D/E/N +Razor Group GmbH (Germany) Warrants to Purchase Preferred Series A1 Shares 4/28/2028 516 — 1,992,877 0.12% D/E/H/N +Razor Group GmbH (Germany) Warrants to Purchase Series C Shares 4/28/2028 158 — 908,631 0.05% D/E/H/N +TVG-Edmentum Holdings, LLC Series B-1 Common Units 17,858,122 17,724,660 32,391,197 1.92% B/E/N +TVG-Edmentum Holdings, LLC Series B-2 Common Units 17,858,122 13,421,162 32,391,197 1.91% B/D/E/N + 31,145,822 68,708,525 4.06% +Diversified Financial Services +36th Street Capital Partners Holdings, LLC Membership Units 26,902,397 26,902,397 56,272,000 3.34% E/F/N +Conventional Lending TCP Holdings, LLC Membership Units 17,550,591 17,425,790 16,146,544 0.95% E/F/I/N +Elevate Brands Holdco, Inc. Warrants to Purchase Common Stock 3/14/2032 174,897 — 84,160 — D/E/N +Elevate Brands Holdco, Inc. Warrants to Purchase Preferred Stock 3/14/2032 87,449 — 67,520 — D/E/N +GACP I, LP (Great American Capital) Membership Units 460,486 460,486 656,020 0.04% E/I/N +GACP II, LP (Great American Capital) Membership Units 4,807,739 4,807,739 4,929,560 0.29% E/I/N +Worldremit Group Limited (United Kingdom) Warrants to Purchase Series D Stock 2/11/2031 34,820 — 834,635 0.05% D/E/H/N + 49,596,412 78,990,439 4.67% + +Electric Utilities +Conergy Asia Holdings Limited (United Kingdom) Class B Shares 1,000,000 1,000,000 — — D/E/F/H/N +Conergy Asia Holdings Limited (United Kingdom) Ordinary Shares 5,318,860 7,833,333 — — D/E/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Ordinary Shares 2,332,594 — — — D/E/F/H/N +Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Series B Preferred Shares 93,023 1,395,349 — — D/E/F/H/N +Utilidata, Inc. Common Stock 29,094 216,336 13,000 — D/E/N +Utilidata, Inc. Series A-2 Preferred Stock 257,369 153,398 236,000 0.01% D/E/N +Utilidata, Inc. Series A-1 Preferred Stock 500,000 500,000 255,000 0.02% D/E/N + 11,098,416 504,000 0.03% +Electronic Equipment, Instruments and Components +Soraa, Inc. Warrants to Purchase Preferred Stock 8/29/2024 3,071,860 478,899 — — D/E/N + +Energy Equipment and Services +GlassPoint, Inc. Warrants to Purchase Common Stock 9/12/2029 16 275,200 2,687,071 0.16% D/E/N + +116 +The secret shape is a "circle". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_121.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_121.txt new file mode 100644 index 0000000000000000000000000000000000000000..51cccfab7d5783fd984b865b70ba131f157fe982 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_121.txt @@ -0,0 +1,60 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Issuer Instrument Expiration Shares Cost +FairValue +% of TotalCash andInvestments Notes +Equity Securities (continued) +Hotels, Restaurants and Leisure +Fishbowl, Inc. Common Membership Units 5/27/2027 604,479 787,032 577,277 0.03% D/F/N + +Internet Software and Services +Domo, Inc. Common Stock 49,792 1,543,054 709,038 0.04% D +FinancialForce.com, Inc. Warrants to Purchase Series C Preferred Stock 1/30/2029 1,125,000 287,985 528,375 0.03% D/E/N +Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock 5/4/2027 2,062,500 508,805 994,321 0.06% D/E/N +InMobi, Inc. (Singapore) Warrants to Purchase Common Stock 8/15/2027 1,327,869 212,360 1,718,934 0.10% D/E/H/N +InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 9/18/2025 1,049,996 276,492 1,438,612 0.09% D/E/H/N +InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 10/3/2028 1,511,002 93,407 1,712,638 0.10% D/E/H/N +ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock 10/30/2029 333,370 202,001 73,400 — D/E/H/N/O +SnapLogic, Inc. Warrants to Purchase Series Preferred Stock 3/19/2028 1,860,000 377,722 4,600,000 0.28% D/E/N + 3,501,826 11,775,318 0.70% + +IT Services +Fidelis (SVC), LLC Preferred Unit-C 657,932 2,001,384 60,188 — D/E/N + +Media +Quora, Inc. Warrants to Purchase Series D Preferred Stock 4/11/2029 507,704 65,245 73,257 — D/E/N +SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 4/29/2025 946,498 79,082 616,576 0.04% D/E/H/N + 144,327 689,833 0.04% + +Oil, Gas and Consumable Fuels +Iracore Investments Holdings, Inc. Class A Common Stock 16,207 4,177,710 2,983,163 0.18% B/D/E/N + +Pharmaceuticals +Inotiv, Inc. Common Stock 14,578 — 72,015 — D/E + +Professional Services +Anacomp, Inc. Class A Common Stock 1,255,527 26,711,048 552,432 0.03% D/E/F/N + +Semiconductors and Semiconductor Equipment +Nanosys, Inc. Warrants to Purchase Preferred Stock 3/29/2023 800,000 605,266 261,441 0.02% D/E/N + +Software +Grey Orange International Inc. Warrants to Purchase Common Stock 5/6/2032 5,678 — 24,075 — D/E/N +Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock 3/26/2027 1,712,930 577,843 619,621 0.04% D/E/N + 577,843 643,696 0.04% + +Trading Companies & Distributors +Blackbird Holdco, Inc. (Ohio Transmission Corp.) Preferred Stock Fixed 12.50% PIK 7,108 7,926,299 6,752,955 0.40% E/N + +Total Equity Securities - 25.3% of Net Assets 156,886,167 189,159,902 11.18% + +Total Investments - 215.5% of Net Assets $ 1,669,779,921 $ 1,609,587,641 95.13% + +Cash and Cash Equivalents - 11.1% of Net Assets $ 82,435,171 4.87% + +Total Cash and Investments - 226.6% of Net Assets $ 1,692,022,812 100.00% M + +117 +The secret fruit is an "apple". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_122.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_122.txt new file mode 100644 index 0000000000000000000000000000000000000000..623f86be299134c2ef9e7f81a24951a35bb1b56c --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_122.txt @@ -0,0 +1,41 @@ +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments (Continued) +December 31, 2022 + +Notes to Consolidated Schedule of Investments: +(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to +registration under the Securities Act. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower. +(B) Non-controlled affiliate – as defined under the 1940 Act (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See +Consolidated Schedule of Changes in Investments in Affiliates. +(C) Non-accruing debt investment. +(D) Other non-income producing investment. +(E) Restricted security. (See Note 2) +(F) Controlled issuer – as defined under the 1940 Act (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more +than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in +Investments in Affiliates. +(G) Investment has been segregated to collateralize certain unfunded commitments. +(H) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 +Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent +at least 70% of the Company's total assets. +(I) Deemed not an investment company under Section 3(c) of the 1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the +1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets +represent at least 70% of the Company's total assets. +(J) Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section +55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, +qualifying assets represent at least 70% of the Company's total assets. +(K) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount. +(L) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original +principal amount shown. +(M) All cash and investments, except those referenced in Note G above, are pledged as collateral under certain debt as described in Note 4 to the +Consolidated Financial Statements. +(N) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole. +(O) Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to U.S. dollars. Foreign currency +denominated investments are generally hedged for currency exposure. +LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A). +Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $338,307,784 and $481,458,510, respectively, for +the year ended December 31, 2022. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal +paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2022 was $1,608,277,251 or 95.0% +of total cash and investments of the Company. As of December 31, 2022, approximately 15.7% of the total assets of the Company were not qualifying assets +under Section 55(a) of the 1940 Act. +See accompanying notes to the consolidated financial statements. +118 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_123.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_123.txt new file mode 100644 index 0000000000000000000000000000000000000000..2108ec6f984c76118ecfde90950a15298a5e9a0c --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_123.txt @@ -0,0 +1,46 @@ + +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements +December 31, 2023 + +1. Organization and Nature of Operations +BlackRock TCP Capital Corp. (the “Company”), formerly known as TCP Capital Corp., is a Delaware corporation formed on April 2, 2012 as an +externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company +(“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to achieve high total returns +through current income and capital appreciation, with an emphasis on principal protection. The Company invests primarily in the debt of middle-market +companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity +component, and, to a lesser extent, the Company may make equity investments directly. The Company was formed through the conversion on April 2, 2012 of +the Company’s predecessor, Special Value Continuation Fund, LLC, from a limited liability company to a corporation in a non-taxable transaction, leaving the +Company as the surviving entity. On April 3, 2012, the Company completed its initial public offering. +Investment operations are conducted through the Company's wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited +liability company ("SVCP"), TCPC Funding I, LLC, a Delaware limited liability company (“TCPC Funding”), TCPC Funding II, LLC, a Delaware limited +liability company ("TCPC Funding II") and TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”). SVCP was organized as a limited partnership and +had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under +the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 (the “1934 Act”) +and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. The SBIC was +organized in June 2013, and, on April 22, 2014, received a license from the United States Small Business Administration (the “SBA”) to operate as a small +business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. These consolidated financial statements +include the accounts of the Company, SVCP, TCPC Funding, TCPC Funding II and the SBIC. All significant intercompany transactions and balances have been +eliminated in the consolidation. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will +not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding, TCPC +Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal +income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will be treated as a +disregarded entity. +Series H of SVOF/MM, LLC serves as the administrator of the Company (the “Administrator”). The managing member of SVOF/MM is Tennenbaum +Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, +2018, the Advisor merged with and into a wholly owned subsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly owned subsidiary of +BlackRock, Inc., with the Advisor as the surviving entity. +Company management consists of the Advisor and the Company’s Board of Directors (the “Board of Directors”). The Advisor directs and executes the +day-to-day operations of the Company, subject to oversight from the Board of Directors, which sets the broad policies of the Company. The Board of Directors +of the Company has delegated investment management of SVCP’s assets to the Advisor. The Board of Directors consists of six persons, five of whom are +independent. +On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment +Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the +Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital +Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The +Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special +committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions +contemplated thereby. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger +Agreement and the Merger. +119 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_124.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_124.txt new file mode 100644 index 0000000000000000000000000000000000000000..e6b2fbe79c190e86964bc5af3c7e56deb303c026 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_124.txt @@ -0,0 +1,40 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies +Basis of Presentation +The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United +States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic +946, Financial Services – Investment Companies. The Company has consolidated the results of its wholly owned subsidiaries in its consolidated financial +statements in accordance with ASC Topic 946. The following is a summary of the significant accounting policies of the Company. +Use of Estimates +The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect +the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well the +reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be +reasonable, actual results could differ from those estimates and such differences could be material. +Investment Valuation +Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the +“Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted +by the Advisor to seek to ensure compliance with the requirements of the Rule. +The Company’s investments are generally held by the Company's subsidiaries. Investments are recorded at fair value in accordance with GAAP, based +upon the principles and methods of valuation set forth in the policies adopted by the Valuation Designee and approved by the Board of Directors. Fair value is +generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date. +All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of +investments priced directly by the Valuation Designee which in the aggregate comprise less than 5% of the assets of the Company. Investments listed on a +recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation. Investments not listed on +a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a +nationally recognized pricing service or by using quotations from broker-dealers. +Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative +valuations performed by independent valuation services approved by the Valuation Designee or, for investments aggregating less than 5% of the total assets of +the Company, using valuations determined directly by the Valuation Designee. Such valuations are determined under documented valuation policies and +procedures reviewed and approved by a committee established by the Valuation Designee (the “Valuation Committee”). +Generally, to increase objectivity in valuing the investments, the Valuation Designee will utilize external measures of value, such as public markets or +third-party transactions, whenever possible. The Valuation Designee’s valuation is not based on long-term work-out value, immediate liquidation value, nor +incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not +necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the +individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events and conditions that may +significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on the +Company’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than +5% of the Company’s assets. + +120 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_125.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_125.txt new file mode 100644 index 0000000000000000000000000000000000000000..aac49485d0e5c51b608a206dc763c5351c211ff9 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_125.txt @@ -0,0 +1,57 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, +income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information +generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at +which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors +affecting comparability. +The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount +(discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such +analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors. +In following these approaches, the types of factors that may be taken into account also include, as relevant: available current market data, including +relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable +value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does +business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal +market in which the investment trades and enterprise values, among other factors. +Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an +investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as +of the beginning of the reporting period. +At December 31, 2023, the Company's investments were categorized as follows: + +Level Basis for Determining Fair Value Bank Debt +Other +Corporate +Debt +Equity +Securities Total +1 + +Quoted prices in active markets for identical + assets + $ — $ — $ 565,860 $ 565,860 +2 + +Other direct and indirect observable market + inputs + 47,284,029 — — 47,284,029 +3 + +Independent third-party valuation sources + that employ significant unobservable inputs + 1,289,587,391 52,318,937 164,340,278 1,506,246,606 +3 + +Valuation Designee valuations with significant unobservable +inputs + — — 844,615 844,615 +Total $ 1,336,871,420 $ 52,318,937 $ 165,750,753 $ 1,554,941,110 + +(1) Includes senior secured loans +(2) Includes senior secured notes, unsecured debt and subordinated debt +(3) For example, quoted prices in inactive markets or quotes for comparable investments + +121 +(1) (2) +(3) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_126.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_126.txt new file mode 100644 index 0000000000000000000000000000000000000000..46caf4986771ba2d6713e7acc77f56be7dadfff9 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_126.txt @@ -0,0 +1,39 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2023 included the following: + +Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) +Bank Debt $ 1,132,856,927 Income approach Discount rate 9.8% - 29.7% (14.3%) + 67,806,880 Market quotations Indicative bid/ask quotes 1 (1) + 81,471,300 Market comparable companies Revenue multiples 0.6x - 3.3x (1.4x) + 1,324,151 Market comparable companies EBITDA multiples 3.8x (3.8x) + 4,659,545 Option Pricing Model EBITDA/Revenue multiples 1.9x (1.9x) + Implied volatility 65.0% (65.0%) + Term 1.3 years (1.3 years) + 1,468,588 Asset approach N/A N/A +Other Corporate Debt 52,318,937 Market comparable companies Book value multiples 1.6x (1.6x) +Equity 9,014,890 Income approach Discount rate 13.6% (13.6%) + 12,886,826 Market comparable companies Revenue multiples 0.6x - 6.0x (1.8x) + 53,885,683 Market comparable companies EBITDA multiples 3.8x - 13.4x (12.6x) + 66,917,544 Market comparable companies Book value multiples 0.9x - 1.6x (1.4x) + 16,402,713 Option Pricing Model EBITDA/Revenue multiples 1.9x - 15.3x (6.4x) + Implied volatility 20.0% - 65.0% (57.2%) + Term 0.8 years - 3.5 years (1.2 years) + 2,055,657 Transaction approach N/A N/A + 4,021,580 Asset approach N/A N/A + $ 1,507,091,221 + +(1) Weighted by fair value. +(2) Fair value was determined using an asset approach and is based on the remaining cash held, net of all liabilities. +(3) Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the +underlying portfolio of the issuer through the measurement date. +(4) Fair value was determined using the transaction price to acquire the position. There has been no change to the valuation based on the underlying +assumptions used at the closing of such transaction. + +122 + (1) + (2) + (4) + (3) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_127.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_127.txt new file mode 100644 index 0000000000000000000000000000000000000000..4f2197aae38912c154aa504a820413b70100c1be --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_127.txt @@ -0,0 +1,62 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% +and 100%. Generally, a change in an unobservable input may result in a change to the value of an investment as follows: + +Input Impact to Value ifInput Increases Impact to Value ifInput Decreases +Discount rate Decrease Increase +Revenue multiples Increase Decrease +EBITDA multiples Increase Decrease +Book value multiples Increase Decrease +Implied volatility Increase Decrease +Term Increase Decrease +Yield Increase Decrease + + +Changes in investments categorized as Level 3 during the year ended December 31, 2023 were as follows: + + Independent Third-Party Valuation + + Bank Debt +Other +Corporate +Debt +Equity +Securities Total +Beginning balance $ +1,258,052,3 +76 $ 68,451,437 $ 187,504,790 $ 1,514,008,603 +Net realized and unrealized gains (losses) (14,101,799) 1,373,296 (34,070,836) (46,799,339) +Acquisitions 221,794,143 2,494,204 13,340,394 237,628,741 +Dispositions +(199,873,19 +7) (20,000,000) (1,790,374) (221,663,571) +Transfers into Level 3 23,715,868 — — 23,715,868 +Reclassifications within Level 3 — — (643,696) (643,696) +Ending balance +$ 1,289,587,3 +91 + + +$ 52,318,937 + +$ 164,340,278 + +$ 1,506,246,606 + +Net change in unrealized + appreciation/depreciation during the + period on investments still held at + period end (included in net realized and + unrealized gains/losses, above) $ (22,128,377) $ — $ (33,951,585) $ (56,079,962) + +(1) Includes payments received in kind and accretion of original issue and market discounts. +(2) Comprised of three investments that were transferred from Level 2 due to reduced number of market quotes. +(3) Comprised of five investments that were reclassified to Valuation Designee Valuation. + +123 +(1) +(2) + (3) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_128.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_128.txt new file mode 100644 index 0000000000000000000000000000000000000000..4f76fe0b979e45990ff68a6bd5c57d9fd6734c1e --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_128.txt @@ -0,0 +1,63 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) + + Valuation Designee Valuation + Bank Debt +Other +Corporate +Debt +Equity +Securities Total +Beginning balance $ 531,024 $ 1,415,738 $ 874,061 $ 2,820,823 +Net realized and unrealized gains (losses) (1,400) (147,734) (67,876) (217,010) +Acquisitions 1,400 (148,751) — (147,351) +Dispositions (531,024) (1,119,253) (605,266) (2,255,543) +Reclassifications within Level 3 — — 643,696 643,696 +Ending balance $ — $ — $ 844,615 $ 844,615 + +Net change in unrealized + appreciation/depreciation during the + period on investments still held at + period end (included in net realized and + unrealized gains/losses, above) $ — $ — $ (411,701) $ (411,701) + +(1) Includes payments received in kind and accretion of original issue and market discounts. +(2) Comprised of five investments that were reclassified from Independent Third-Party Valuation. + + +At December 31, 2022, the Company’s investments were categorized as follows: + +Level Basis for Determining Fair Value Bank Debt +Other +Corporate Debt +Equity +Securities Total + 1 + +Quoted prices in active markets for identical + assets +$ — $ — $ 781,051 $ 781,051 + 2 + +Other direct and indirect observable market + inputs + 91,977,164 — — 91,977,164 + 3 + +Independent third-party valuation sources that + employ significant unobservable inputs + 1,258,052,376 68,451,437 187,504,790 1,514,008,603 + 3 Advisor valuations with significant unobservable inputs 531,024 1,415,738 874,061 2,820,823 +Total $ 1,350,560,564 $ 69,867,175 $ 189,159,902 $ 1,609,587,641 + +(1) Includes senior secured loans. +(2) Includes senior secured notes, unsecured debt and subordinated debt. +(3) For example, quoted prices in inactive markets or quotes for comparable investments. + +124 +(1) +(2) +(1) (2) +(3) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_129.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_129.txt new file mode 100644 index 0000000000000000000000000000000000000000..be70e11a601dcfffd35b21deef3f70be55b0f982 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_129.txt @@ -0,0 +1,53 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2022 included the following: + +Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) +Bank Debt + +$ 1,143,846,17 +5 + + +Income approach + +Discount rate + +9.4% - 19.5% (13.8%) + 82,058,774 Market quotations Indicative bid/ask quotes 1 (1) + 26,289,104 Market comparable companies Revenue multiples 1.0x - 1.4x (1.2x) + 1,324,140 Market comparable companies EBITDA multiples 3.8x (3.8x) + 5,065,205 Option Pricing Model EBITDA/Revenue multiples 2.8x (2.8x) + Implied volatility 20.0% - 65.0% (64.5%) + Term 1.8 years - 2.3 years (2.2 years) +Other Corporate Debt 25,065,719 Market comparable companies Book value multiples 1.5x (1.5x) + 18,320,000 Income approach Discount rate 15.3% (15.3%) + 26,481,456 Market quotations Indicative bid/ask quotes 1 (1) +Equity 6,752,959 Income approach Discount rate 13.9% (13.9%) + 30,823,071 Market quotations Indicative bid/ask quotes 1 (1) + 19,060,180 Option Pricing Model EBITDA/Revenue multiples 2.5x - 12.5x (5.7x) + Implied volatility 40.0% - 70.0% (59.7%) + Term 0.3 years - 4.3 years (1.4 years) + 1,878,874 Market comparable companies Revenue multiples 0.8x - 2.8x (1.3x) + 80,651,665 Market comparable companies EBITDA multiples 3.0x - 13.5x (12.0x) + 44,282,544 Market comparable companies Book value multiples 0.9x - 1.5x (1.3x) + 4,929,560 Other (2) N/A N/A + + $ +1,516,829,42 +6 + + + + + + +(1) Weighted by fair value. +(2) Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the +underlying portfolio of the issuer through the measurement date. + + +125 +(1) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_13.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..c042e00431ae2e1b2bc9fb030c2cfb1f1e98eed0 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_13.txt @@ -0,0 +1,38 @@ + +We may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a corporation for a +particular year would be in our best interests. +As a RIC, we are permitted to carry forward a net capital loss realized in a taxable year beginning on or after December 23, 2010 to offset capital gain +indefinitely. For net capital losses realized in taxable years beginning on or after December 23, 2010, the excess of our net short-term capital loss over our net +long-term capital gain is treated as a short-term capital loss arising on the first day of our next taxable year and the excess of our net long-term capital loss over +our net short-term capital gain is treated as a long-term capital loss arising on the first day of our next taxable year. If future capital gain is offset by carried +forward capital losses, such future capital gain is not subject to fund-level U.S. federal income tax, regardless of whether they are distributed to stockholders. +Accordingly, we do not expect to distribute any such offsetting capital gain. A RIC cannot carry back or carry forward any net operating losses. +Investment Structure +Once we determine that a prospective portfolio company is suitable for a direct investment, we work with the management of that company and its other +capital providers, including senior and junior lenders, and equity holders, to structure an investment. We negotiate among these parties to agree on how our +investment is expected to be structured relative to the other capital in the portfolio company’s capital structure. +Leveraged Loans +We structure our investments primarily as secured leveraged loans. Leveraged loans are generally senior debt instruments that rank ahead of subordinated +debt of the portfolio company. Leveraged loans generally have the benefit of security interests on the assets of the portfolio company, which may rank ahead of, +or be junior to, other security interests. +High-Yield Securities +The Company’s portfolio currently includes high-yield securities and the Company may invest in high-yield securities in the future. High-yield securities +have historically experienced greater default rates than has been the case for investment grade securities and are generally rated below investment grade by one +or more nationally recognized statistical rating organizations or will be unrated but of comparable credit quality to obligations rated below investment grade, +and have greater credit and liquidity risk than more highly rated obligations. High-yield securities are generally unsecured and may be subordinate to other +obligations of the obligor and are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher +amount of indebtedness than the level at which they had previously operated. The Company’s portfolio may also include mezzanine investments which are +generally unsecured and rated below investment grade. Mezzanine investments of the type in which the Company invests in are primarily privately negotiated +subordinated debt securities often issued in connection with leveraged transactions, such as management buyouts, acquisitions, re-financings, recapitalizations +and later stage growth capital financings, and are generally accompanied by related equity participation features such as options, warrants, preferred and +common stock. In some cases, our debt investments may provide for a portion of the interest payable to be paid-in-kind interest. To the extent interest is paid-in- +kind, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal +amount of such obligation. +Warrants, Options and Minority Equity +In some cases, we will also receive nominally priced warrants or options to buy a minority equity interest in the portfolio company in connection with a +loan. As a result, if a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure such +warrants to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the +occurrence of specified events. In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include +demand and “piggyback” registration rights. +12 +The secret object #4 is an "umbrella". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_130.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_130.txt new file mode 100644 index 0000000000000000000000000000000000000000..3b66fafdb6be64c2a887329b95a988d01d100eaa --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_130.txt @@ -0,0 +1,64 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Changes in investments categorized as Level 3 during the year ended December 31, 2022 were as follows: + + Independent Third-Party Valuation + Bank Debt +Other +Corporate +Debt +Equity +Securities Total +Beginning balance $ +1,453,211,12 +9 $ 61,266,010 $ 201,713,142 $ 1,716,190,281 +Net realized and unrealized gains (losses) (72,703,887) (1,717,980) (791,679) (75,213,546) +Acquisitions 316,725,939 8,903,407 6,617,242 332,246,588 +Dispositions (458,402,767) — (20,079,058) (478,481,825) +Transfers into Level 3 20,461,019 — — 20,461,019 +Reclassifications within Level 3 (1,239,056) — 45,143 (1,193,913) +Ending balance $ +1,258,052,37 +6 $ 68,451,437 $ 187,504,790 $ 1,514,008,603 + +Net change in unrealized + appreciation/depreciation during the + period on investments still held at + period end (included in net realized and + unrealized gains/losses, above) $ (72,087,245) $ (1,904,916) $ 3,052,240 $ (70,939,921) + +(1) Includes payments received in kind and accretion of original issue and market discounts +(2) Comprised of two investments that were transferred from Level 2 due to reduced number of market quotes +(3) Comprised of one investment that was reclassified to Advisor Valuation and one that was reclassified from Advisor Valuation + + + Valuation Designee Valuation + Bank Debt +Other +Corporate +Debt +Equity +Securities Total +Beginning balance $ — $ 2,888,000 $ 2,197,030 $ 5,085,030 +Net realized and unrealized gains (losses) (5,994) (15,342) (1,089,420) (1,110,756) +Acquisitions 5,994 — — 5,994 +Dispositions (708,032) (1,456,920) (188,406) (2,353,358) +Reclassifications within Level 3 1,239,056 — (45,143) 1,193,913 +Ending balance $ 531,024 $ 1,415,738 $ 874,061 $ 2,820,823 + +Net change in unrealized + appreciation/depreciation during the + period on investments still held at + period end (included in net realized and + unrealized gains/losses, above) $ (5,994) $ (5,304) $ (487,476) $ (498,774) + +(1) Includes payments received in kind and accretion of original issue and market discounts +(2) Comprised of one investment that was reclassified to Advisor Valuation and one that was reclassified from Advisor Valuation +126 +(1) +(2) +(3) +(1) +(2) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_131.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_131.txt new file mode 100644 index 0000000000000000000000000000000000000000..21234b1210ff42ce21bd0a383093cba376d830fc --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_131.txt @@ -0,0 +1,34 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Investment Transactions +Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing +date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment +transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost +inventory to the basis of investments sold. +Cash and Cash Equivalents +Cash consists of amounts held in accounts with the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of +generally 60 days or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP +valuation hierarchy. There was no restricted cash at December 31, 2023 or December 31, 2022. +Restricted Investments +The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may +be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may +involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted +investments is included at the end of the Consolidated Schedule of Investments. Restricted investments, including any restricted investments in affiliates, are +valued in accordance with the investment valuation policies discussed above. +Foreign Currency Investments +The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency denominated investments +comprised approximately 0.5% and 0.5% of total investments at December 31, 2023 and December 31, 2022, respectively. Such positions were converted at the +respective closing foreign exchange rates in effect at December 31, 2023 and December 31, 2022 and reported in U.S. dollars. Purchases and sales of +investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange +rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign +currencies is included in net realized and unrealized gain or loss from investments. +Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with +investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information +about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments +in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. +companies and the U.S. government. + +127 +The secret object #1 is a "book". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_132.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_132.txt new file mode 100644 index 0000000000000000000000000000000000000000..8eb2143db58d4affc33a1a94f2817497be96e553 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_132.txt @@ -0,0 +1,41 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +Derivatives +In order to mitigate certain currency exchange and interest rate risks, the Company may enter into certain derivative transactions. All derivatives are +subject to a master netting agreement and are reported at their gross amounts as either assets or liabilities in the Consolidated Statements of Assets and +Liabilities. Transactions entered into are accounted for using the mark-to-market method with the resulting change in fair value recognized in earnings for the +current period. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from +unanticipated movements in interest rates and the value of foreign currencies relative to the U.S. dollar. Certain derivatives may also require the Company to +pledge assets as collateral to secure its obligations. +During the years ended December 31, 2023 and 2022, the Company did not enter into any derivative transactions nor hold any derivative positions. +Valuations of derivatives are determined using observable market inputs other than quoted prices in active markets for identical assets and, accordingly, +are generally classified as Level 2 in the GAAP valuation hierarchy. +Deferred Debt Issuance Costs +Certain costs incurred in connection with the issuance and/or extension of debt of the Company and its subsidiaries were capitalized and are being +amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the +effective-interest method is not material to the operations of the Company. +Revenue Recognition +Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, +structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized +or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. +Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar +income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income. +Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general +market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective- +interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of +the loan’s amortized cost, the excess principal payments are recorded as interest income. +Income Taxes +The Company intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment +companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required. The income +or loss of SVCP, TCPC Funding, TCPC Funding II and the SBIC is reported in the respective members' or partners’ income tax returns, as applicable. In +accordance with ASC Topic 740 - Income Taxes, the Company recognizes in its consolidated financial statements the effect of a tax position when it is +determined that such position is more likely than not, based on the technical merits, to be sustained upon examination. The tax returns of the Company, SVCP, +TCPC Funding, TCPC Funding II and the SBIC remain open for examination by tax authorities for a period of three years from the date they are filed. No such +examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of December 31, 2023, +inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the consolidated +financial statements. + + +128 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_133.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_133.txt new file mode 100644 index 0000000000000000000000000000000000000000..c8115d6998a66a509ca1a49f3f9dee03da786ea5 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_133.txt @@ -0,0 +1,54 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These +reclassifications have no effect on net assets or net asset values per share. As of December 31, 2023 and December 31, 2022, the following permanent +differences, primarily attributable to treatment of expenses, amortization methods for premiums and discounts on fixed income securities and investments in +partnerships, were reclassified as follows: + + December 31, 2023 December 31, 2022 +Paid-in capital $ (247,315) $ 4,790,255 +Accumulated Earnings (Loss) 247,315 (4,790,255) +The tax character of distributions paid was as follows: + + December 31, 2023 December 31, 2022 +Ordinary income $ 97,626,676 $ 73,364,425 + $ 97,626,676 $ 73,364,425 +As of December 31, 2023 and December 31, 2022, the tax components of accumulated net earnings (losses) were as follows: + + December 31, 2023 December 31, 2022 +Undistributed Ordinary Income $ 6,611,456 $ 3,233,347 +Non-Expiring Capital Loss Carryforwards (206,680,323) (176,325,662) +Net Unrealized Gains (Losses) (80,030,609) (48,102,232) +Total Accumulated Earnings (Loss) $ (280,099,476) $ (221,194,547) +______________ +(1) Amount available to offset future realized capital gains. +(2) The difference between book-basis and tax-basis net unrealized gains (losses) was attributable primarily to the timing and recognition of partnership +income, the timing and recognition of realized gains (losses) for tax purposes and the accrual of income on securities in default. +As of December 31, 2023 and December 31, 2022, gross unrealized appreciation and depreciation based on cost of investments (including short +positions and derivatives, if any) for U.S. federal income tax purposes were as follows: + + December 31, 2023 December 31, 2022 +Tax Cost $ 1,631,931,217 $ 1,656,032,096 + +Gross Unrealized Appreciation $ 65,463,168 $ 100,832,690 +Gross Unrealized Depreciation (142,453,275) (147,277,145) +Net Unrealized Appreciation (Depreciation) $ (76,990,107) $ (46,444,455) + + +Important Tax Information (Unaudited) +The fund hereby designates the following amounts, or maximum amounts allowable by law, as interest-related dividends eligible for exemption from +U.S. withholding tax for nonresident aliens and foreign corporations for the fiscal year ended December 31, 2023: + + December 31, 2023 +Interest Related Dividends for Non-U.S. Residents $ 79,168,108 +The Fund hereby designates the following amount, or maximum amount allowable by law, as interest income eligible to be treated as a Section 163(j) +interest dividend for the fiscal year ended December 31, 2023: + + December 31, 2023 +Section 163(j) Interest Dividends 97,582,868 + +129 +(1) +(2) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_134.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_134.txt new file mode 100644 index 0000000000000000000000000000000000000000..6144da85f73c72f4d7cf5744a4ba8e8ba07aed1d --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_134.txt @@ -0,0 +1,46 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +2. Summary of Significant Accounting Policies — (continued) +The following amount, or maximum amount allowable by law, is hereby designated as qualified dividend income for individuals for the fiscal year ended +December 31, 2023: + + December 31, 2023 +Qualified Dividend Income $ 89,494 + +The following percentage, or maximum percentage allowable by law, of ordinary income distributions paid during the fiscal year ended December 31, +2023 qualified for the dividends-received deduction for corporate shareholders: + + December 31, 2023 +Dividends-Received Deduction 0.09% + +Recent Accounting Pronouncements +In March 2020 and January 2021, the FASB issued ASU No. 2020-04 and ASU No. 2021-01, respectively, “Reference Rate Reform (Topic 848),” which +provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if +certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate +expected to be discontinued because of reference rate reform. ASU 2020-04 is effective and can be adopted by all entities through December 31, 2022. The +expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after +December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained +through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset +Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of adopting ASU +2020-04 on its consolidated financial statements. +In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- +Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the +accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible +instruments with a beneficial conversion feature. As a result, after adoption, a convertible debt instrument will be accounted for as a single liability measured at +its amortized cost. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted +earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after +December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company adopted ASU 2020-06 under the modified +retrospective basis as of January 1, 2022. The impact of the Company’s adoption under the modified retrospective basis required an adjustment of $0.1 million +to opening net assets for the remaining unamortized discount on the 2022 Convertible Notes, an increase to our debt balance in the amount of $0.1 million as a +result of the recombination of the equity conversion component of the 2022 Convertible Notes, and $0.1 million lower interest expense on the Consolidated +Statements of Operations. The Company’s adoption of this guidance did not have a material impact on the Company’s financial position, results of operations, +or cash flows. +In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to +Contractual Sale Restrictions (“ASU 2022-03”),” which clarifies guidance for fair value measurement of an equity security subject to a contractual sale +restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 +and for interim periods within those fiscal years, with early adoption permitted. The Company has concluded that this guidance will not have a material impact +on its consolidated financial statements. + +130 +The secret animal #5 is a "pig". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_135.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_135.txt new file mode 100644 index 0000000000000000000000000000000000000000..c6dd79d329acd33a14abefa6c45fcb05ebabc104 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_135.txt @@ -0,0 +1,24 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +3. Management Fees, Incentive Fees and Other Expenses +On February 8, 2019, the stockholders of the Company approved an amended investment management agreement to be effective on February 9, 2019 +between the Company and the Advisor which (i) reduced the management fee on total assets (excluding cash and cash equivalents) that exceed an amount equal +to 200% of the net asset value of the Company from 1.5% to 1.0%, (ii) reduced the incentive compensation on net investment income and net realized gains +(reduced by any net unrealized losses) from 20% to 17.5% and (iii) reduced the cumulative total return hurdle from 8% to 7%. +Accordingly, the Company’s management fee is calculated at an annual rate of 1.5% on total assets (excluding cash and cash equivalents) up to an +amount equal to 200% of the net asset value of the Company, and 1.0% thereafter. The management fee is calculated on a consolidated basis as of the beginning +of each quarter and is payable to the Advisor quarterly in arrears. +Incentive compensation is only incurred to the extent the Company’s cumulative total return (after incentive compensation) exceeds a 7% annual rate on +daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive +compensation) and net realized gains (net of any unrealized depreciation) at rates of 17.5% on income since the fee reduction on February 8, 2019 and 20% +previously. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total +return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears. +A reserve for incentive compensation is accrued based on the amount of any additional incentive compensation that would have been payable to the +Advisor assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. As of December 31, 2023 and December 31, 2022, no +such reserve was accrued. +The Company bears all expenses incurred in connection with its business, including fees and expenses of outside contracted services, such as custodian, +administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any +other transaction costs associated with the purchase and sale of investments. + +131 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_136.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_136.txt new file mode 100644 index 0000000000000000000000000000000000000000..ed7ec9c13981d3623192067d50fd93d921633254 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_136.txt @@ -0,0 +1,90 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt +Debt is comprised of unsecured notes due August 2024 issued by the Company (the “2024 Notes”), unsecured notes due February 2026 issued by the +Company (the “2026 Notes”), amounts outstanding under a senior secured revolving, multi-currency credit facility issued by SVCP (the “Operating Facility”), +amounts outstanding under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”) and debentures guaranteed by the SBA +(the “SBA Debentures”). Prior to being repaid on March 1, 2022, debt included $140.0 million in convertible senior unsecured notes due March 2022 issued by +the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 million in unsecured notes due August 2022 +issued by the Company (the "2022 Notes"). +Total debt outstanding and available at December 31, 2023 was as follows: + + Maturity Rate +Carrying +Value Available +Total +Capacity +Operating Facility 2026 SOFR+2.00% $ 163,168,808 $ 136,831,192 $ 300,000,000 +Funding Facility II 2027 SOFR+2.05% 100,000,000 100,000,000 200,000,000 +SBA Debentures 2024−2031 2.52% 150,000,000 10,000,000 160,000,000 +2024 Notes ($250 million par) 2024 3.900% 249,596,009 — 249,596,009 +2026 Notes ($325 million par) 2026 2.850% 325,791,013 — 325,791,013 +Total leverage 988,555,830 $ 246,831,192 $ 1,235,387,022 +Unamortized issuance costs (3,355,221) +Debt, net of unamortized issuance costs $ 985,200,609 + +(1) Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding. +(2) As of December 31, 2023, $155.0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.11%. $8.2 million of the outstanding +amount bore interest at a rate of EURIBOR + 2.00%. +(3) Operating Facility includes a $100.0 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the +lender and other customary conditions. +(4) Subject to certain funding requirements and a SOFR credit adjustment of 0.15% +(5) Funding Facility II includes a $50.0 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the +lender and other customary conditions. +(6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%. +Total debt outstanding and available at December 31, 2022 was as follows: + + Maturity Rate +Carrying +Value Available +Total +Capacity +Operating Facility 2026 L+1.75% $ 123,889,980 $ +176,110,02 +0 $ +300,000,00 +0 +Funding Facility II 2025 L+2.00% 100,000,000 +100,000,00 +0 +200,000,00 +0 +SBA Debentures + 2024−2031 2.52% 150,000,000 10,000,000 +160,000,00 +0 +2024 Notes ($250 million par) + 2024 3.900% 248,997,527 — +248,997,52 +7 +2026 Notes ($325 million par) + 2026 2.850% 326,174,734 — +326,174,73 +4 +Total leverage + 949,062,241 $ +286,110,02 +0 $ +1,235,172, +261 +Unamortized issuance costs (5,056,427) +Debt, net of unamortized issuance costs $ 944,005,814 + +(1) Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding. +(2) As of December 31, 2022, $7.9 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00% and $16.0 million of the outstanding +amount bore interest at a rate of Prime + 1.00% +(3) Operating Facility includes a $100.0 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the +lender and other customary conditions. +(4) Subject to certain funding requirements +(5) Funding Facility II includes a $50.0 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the +lender and other customary conditions. +(6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%. +(1) +(2) (3) +(4) (5) +(6) +(1) +(2) (3) +(4) (5) +(6) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_137.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_137.txt new file mode 100644 index 0000000000000000000000000000000000000000..45a9ad4b44441e4c5fd01d890ae26ff14d1de696 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_137.txt @@ -0,0 +1,2 @@ + +132 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_138.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_138.txt new file mode 100644 index 0000000000000000000000000000000000000000..77e3fc406ed948c51c46f844644de5932a413e1a --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_138.txt @@ -0,0 +1,52 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt — (continued) +The combined weighted-average interest rates on total debt outstanding at December 31, 2023 and December 31, 2022 were 4.29% and 3.90%, +respectively. +Total expenses related to debt included the following: + + Year Ended December 31, + 2023 2022 2021 +Interest expense $ 43,953,502 $ 35,516,749 $ 35,714,645 +Amortization of deferred debt issuance costs 3,037,427 3,011,599 3,703,342 +Commitment fees 819,811 830,548 1,570,773 +Total $ 47,810,740 $ 39,358,896 $ 40,988,760 + +Outstanding debt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of December 31, 2023, the estimated fair +values of the Operating Facility, Funding Facility II and the SBA Debentures approximated their carrying values, and the 2024 Notes and the 2026 Notes had +estimated fair values of $246.0 million and $303.9 million, respectively. As of December 31, 2022, the estimated fair values of the Operating Facility, Funding +Facility II and the SBA Debentures approximated their carrying values, and the 2024 Notes and the 2026 Notes had estimated fair values of $238.7 million and +$290.1 million, respectively. The estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures were determined by discounting +projected remaining payments using market interest rates for borrowings of the Company and entities with similar credit risks at the measurement date. The +estimated fair values of the 2024 Notes and 2026 Notes were determined using market quotations. The estimated fair values of the Operating Facility, Funding +Facility II, the 2024 Notes, the 2026 Notes and the SBA Debentures as prepared for disclosure purposes were deemed to be Level 3 in the GAAP valuation +hierarchy. +Convertible Unsecured Notes +On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes, which matured on March 1, 2022. The 2022 Convertible +Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, Funding Facility II and the SBA Debentures. +The Company did not have the right to redeem the 2022 Convertible Notes prior to maturity. The 2022 Convertible Notes bore interest at an annual rate of +4.625%, paid semi-annually. In certain circumstances, the 2022 Convertible Notes could have been converted into cash, shares of the Company’s common stock +or a combination of cash and shares of common stock (such combination to be at the Company’s election), at an initial conversion rate of 54.5019 shares of +common stock per one thousand dollar principal amount of the 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately +$18.35 per share of common stock, subject to customary anti-dilutional adjustments. The initial conversion price was approximately 10.0% above the $16.68 +per share closing price of the Company’s common stock on August 30, 2016. Prior to its maturity on March 1, 2022, the principal amount of the 2022 +Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing price of the Company’s common stock. Therefore, no additional +shares were added to the calculation of diluted earnings per common share and weighted average common shares outstanding. +The 2022 Convertible Notes were accounted for in accordance with ASC Topic 470-20 – Debt with Conversion and Other Options. Upon conversion of +any of the 2022 Convertible Notes, the Company intended to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds +the principal amount, had the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject +to the requirements of the respective indenture. Prior to the adoption of ASU 2020-06, the Company had determined that the embedded conversion options in +2022 Convertible Notes were not required to be separately accounted for as derivatives under GAAP. At the time of issuance the estimated values of the debt +and equity components of the 2022 Convertible Notes were approximately 97.6% and 2.4%, respectively. During the year ended December 31, 2022, the +Company adopted ASU 2020-06 using the modified retrospective basis. In accordance with this guidance, the Company recombined the equity conversion +component of our 2022 Convertible Notes outstanding, and accounted for the 2022 Convertible Notes as a single liability measured at amortized cost. This +resulted in a cumulative decrease to additional paid in capital of $3.3 million, partially offset by a decrease to accumulated loss of $3.2 million as of January 1, +2022 (see Note 2). +Prior to the close of business on the business day immediately preceding September 1, 2021, holders were permitted to convert their 2022 Convertible +Notes only under certain circumstances set forth in the indenture governing the terms of the 2022 Convertible Notes. On or after September 1, 2021 until the +close of business on the scheduled trading day immediately preceding March 1, 2022, holders may have converted their 2022 Convertible Notes at any time. +Upon conversion, the Company would pay or deliver, as the case may be, at its election, cash, shares of the Company’s common stock or a combination of cash +and shares of the Company’s common stock, subject to the requirements of the indenture. No notes were converted prior to the notes maturing on March 1, +2022. +133 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_139.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_139.txt new file mode 100644 index 0000000000000000000000000000000000000000..7944660f757636e999c21e61db352995365d477e --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_139.txt @@ -0,0 +1,39 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt — (continued) +The original issue discounts equal to the equity components of the 2022 Convertible Notes were recorded in “paid-in capital in excess of par” in the +accompanying Consolidated Statements of Assets and Liabilities. As a result, the Company records interest expense comprised of both stated interest and +amortization of the original issue discounts. At the time of issuance, the equity components of the 2022 Convertible Notes were $3.3 million. + +For the years ended December 31, 2023, 2022 and 2021, the components of interest expense for the convertible notes were as follows: + + Year Ended December 31, + 2023 2022 2021 +Stated interest expense NA $ 1,079,167 $ 6,475,000 +Amortization of original issue discount NA — 667,113 +Total interest expense NA $ 1,079,167 $ 7,142,113 + +The estimated effective interest rate of the debt component of the 2022 Convertible Notes, equal to the stated interest of 4.625% plus the accretion of the +original issue discount, was approximately 5.125% for the year ended December 31, 2022. The Company adopted ASU 2020-06 under the modified +retrospective basis as of January 1, 2022. As a result of the adoption, the Company did not recognized any amortization of original discount on the 2022 +Convertible Notes during the year ended December 31, 2022 (see Note 2). + +Unsecured Notes +On August 4, 2017, the Company issued $125.0 million of unsecured notes with a maturity date of August 11, 2022, unless previously repurchased or +redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of the 2022 Notes. The 2022 Notes bore +interest at an annual rate of 4.125%, payable semi-annually, and all principal were due upon maturity. The 2022 Notes were general unsecured obligations of the +Company and ranked structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and ranked pari passu with +the 2022 Convertible Notes, the 2024 Notes and the 2026 Notes. +On September 17, 2021 and pursuant to the indenture governing the 2022 Notes, the Company redeemed all $175.0 million of the 2022 Notes then +outstanding at a price equal to par plus a "make whole" premium, and accrued and unpaid interest. In connection with the redemption, the Company recognized +a $6.2 million loss on extinguishment of debt as reflected in the Consolidated Statement of Operations. +On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed +in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of the 2024 Notes and on October 2, 2020, the +Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 million. The 2024 Notes bear +interest at an annual rate of 3.900%, payable semi-annually, and all principal is due upon maturity. The 2024 Notes are general unsecured obligations of the +Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the +2026 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as +determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024 Notes were issued at a discount to the principal +amount. +134 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_14.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..1812a270e39532fff93dba7d292a679d9308e904 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_14.txt @@ -0,0 +1,41 @@ + +Distressed Debt +The Company’s portfolio currently includes distressed debt investments and the Company is authorized to continue to invest in the securities and other +obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. As of December 31, 2023, debt investments in +four portfolio companies were on non-accrual status. The Company does not anticipate distressed debt to be a significant part of its investment strategy. Such +investments generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant +uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest +or other payments. Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted +obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. +Opportunistic Investments +Opportunistic investments may include, but are not limited to, investments in debt securities of all kinds and at all levels of the capital structure and may +include equity securities of public companies that are thinly traded, emerging market debt, structured finance vehicles such as collateralized loan obligation, or +CLO, funds and debt of middle-market companies located outside the United States. We do not intend such investments to be our primary focus. +We tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that +protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its operating results. We +seek to limit the downside potential of our investments by: +• requiring a total return on our investments (including both interest and potential equity appreciation) that we believe will compensate us +appropriately for credit risk; +• negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as +possible, consistent with the preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien +protection, change of control provisions and board rights, including either observation or rights to a seat on the Board of Directors under some +circumstances; and +• selecting investments that we believe have a very low probability of loss. +We expect to hold most of our investments to maturity or repayment, but we may sell some of our investments earlier if a liquidity event occurs, such as a +sale, recapitalization or worsening of the credit quality of the portfolio company. +Available Information +We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC. We make +available free-of-charge, on or through our website at http://investors.tcpcapital.com/, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, +Current Reports on Form 8-K, proxy statements and all amendments to those filings, as soon as reasonably practicable after such material is electronically filed +with or furnished to the SEC. We also make available on our website the charters for the Audit Committee and the Governance and Compensation Committee, +as well as our Code of Ethics required under the 1940 Act and our Code of Ethics and Business Conduct required under the Sarbanes-Oxley Act (our “SOX +Code of Ethics”). Further, we will provide, without charge, upon written request, a copy of the Company’s Annual Reports on Form 10-K, Quarterly Reports on +Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those filings as well as the committee charters, our Code of Ethics and our +SOX Code of Ethics. Requests for copies should be addressed to: BlackRock TCP Capital Corp., 2951 28th Street, Suite 1000, Santa Monica, CA 90405, +Attention: Investor Relations. Reports, proxy statements and other information regarding issuers that file electronically with the SEC, including our filings, are +also available to the public from the SEC’s website at http://www.sec.gov. +Compliance Policies and Procedures +We and the Advisor have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal +securities laws. We are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation +and to designate a chief compliance officer to be responsible for their administration. Charles Park currently serves as our chief compliance officer. +13 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_140.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_140.txt new file mode 100644 index 0000000000000000000000000000000000000000..9ad7d94440166743d356ad0098d4a562bbc3bf48 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_140.txt @@ -0,0 +1,30 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt — (continued) +On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 9, 2026, unless previously repurchased or +redeemed in accordance with their terms. The 2026 Notes were issued at a discount to the principal amount. On August 27, 2021, the Company issued an +additional $150.0 million of the 2026 Notes, at a premium to par, for a total outstanding aggregate principal amount of $325.0 million. The 2026 Notes bear +interest at an annual rate of 2.850%, payable semi-annually, and all principal is due upon maturity. The 2026 Notes are general unsecured obligations of the +Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the +2024 Notes. The 2026 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as +determined pursuant to the indenture governing the 2026 Notes, and any accrued and unpaid interest. +As of December 31, 2023 and December 31, 2022, the components of the carrying value of 2024 Notes and 2026 Notes were as follows: + + December 31, 2023 December 31, 2022 + 2024 Notes 2026 Notes 2024 Notes 2026 Notes +Principal amount of debt $ 250,000,000 $ 325,000,000 $ 250,000,000 $ 325,000,000 +Original issue (discount)/ premium, net of accretion (403,991) 791,013 (1,002,473) 1,174,734 +Carrying value of debt $ 249,596,009 $ 325,791,013 $ 248,997,527 $ 326,174,734 + +For the years ended December 31, 2023, 2022 and 2021, the components of interest expense for the 2022 Notes, 2024 Notes and 2026 Notes were as +follows: + + Year Ended December 31, + 2023 2022 2021 + 2022 Notes 2024 Notes 2026 Notes 2022 Notes 2024 Notes 2026 Notes 2022 Notes 2024 Notes 2026 Notes +Stated interest expense NA $ 9,750,000 $ 9,262,500 NA $ 9,750,000 $ 9,262,500 $ 5,133,333 $ 9,750,000 $ 5,933,542 +Amortization of original issue discount/ (premium) NA 598,483 (383,721) NA 574,357 (375,092) 94,927 551,261 (54,174) +Total interest expense NA $ 10,348,483 $ 8,878,779 NA $ 10,324,357 $ 8,887,408 $ 5,228,260 $ 10,301,261 $ 5,879,368 + +135 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_141.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_141.txt new file mode 100644 index 0000000000000000000000000000000000000000..5afc515bc5574b5f60ffac414a47a6c184c76052 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_141.txt @@ -0,0 +1,42 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt — (continued) +Operating Facility +The Operating Facility consists of a revolving, multi-currency credit facility which provides for amounts to be drawn up to $300.0 million, subject to +certain collateral and other restrictions. The Operating Facility includes a $100.0 million accordion feature which allows for expansion of the facility to up to +$400.0 million subject to consent from the lender and other customary conditions. Most of the cash and investments held directly by SVCP, as well as the net +assets of TCPC Funding, TCPC Funding II and the SBIC, are included in the collateral for the facility. +On June 22, 2021, the Operating Facility was amended to (i) extend the maturity date by two years from May 6, 2024 to May 6, 2026, (ii) change the +interest rate applicable to borrowings to (a) LIBOR plus an applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally +the prime rate in effect plus an applicable margin of either 0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both +cases, and (iii) reduce commitment fees on the undrawn portion of the Operating Facility above the minimum utilization amount from 0.50% per annum to +0.375% per annum. Undrawn portions of the Operating Facility below the minimum utilization amount continued to accrue commitment fees at a rate of 0.50% +per annum until March 1, 2022, the date on which the March 2022 Convertible Notes were terminated in full, after which time they accrue at a rate of 2.00% per +annum. + On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of +0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be +terminated, and any outstanding amounts there under may become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of +December 31, 2023, SVCP was in full compliance with such covenants. +Funding Facility I +Funding Facility I was a senior secured revolving credit facility which provided for amounts to be drawn up to $300.0 million, subject to certain +collateral and other restrictions and had a maturity of May 31, 2023. Borrowings under Funding Facility I bore interest at a rate of LIBOR plus either 2.00% or +2.35% per annum, subject to certain funding requirements, plus an administrative fee of 0.25% per annum. In addition to amounts due on outstanding debt, the +facility accrued commitment fees of 0.25% per annum on the unused portion of the facility, or 0.50% per annum when the unused portion is greater than 33% of +the total facility, plus an administrative fee of 0.25% per annum. The facility was terminated in August 2020 and replaced with Funding Facility II. +Funding Facility II +Funding Facility II is a senior secured revolving credit facility which provides for amounts to be drawn up to $200.0 million, subject to certain collateral +and other restrictions. The facility contains an accordion feature which allows for expansion of the facility to up to $250.0 million subject to consent from the +lender and other customary conditions. The cash and investments of TCPC Funding II are included in the collateral for the facility. +Borrowings under Funding Facility II bore interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirements, plus a 0.35% fee +on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrued commitment fees of 0.35% per annum on the unused +portion of the facility. +Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of +2.00% per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues a 0.35% +fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the +unused portion of the facility. +On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027, and updated interest to a +rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%. The facility may be terminated, and any outstanding amounts thereunder may +become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. As of December 31, 2023, TCPC Funding II was in full +compliance with such covenants. +136 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_142.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_142.txt new file mode 100644 index 0000000000000000000000000000000000000000..96185c450fceb469e6420943d1cfe73b54eae2bc --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_142.txt @@ -0,0 +1,44 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +4. Debt — (continued) +SBA Debentures +As of December 31, 2023, the SBIC is able to issue up to $160.0 million in SBA Debentures, subject to funded regulatory capital and other customary +regulatory requirements. As of December 31, 2023, SVCP had committed $87.5 million of regulatory capital to the SBIC, all of which had been funded. SBA +Debentures are non-recourse and may be prepaid at any time without penalty. Once drawn, the SBIC debentures bear an interim interest rate of LIBOR plus 30 +basis points. The rate then becomes fixed at the time of SBA pooling, which occurs twice each year, and is set to the then-current 10-year treasury rate plus a +spread and an annual SBA charge. +SBA Debentures outstanding as of December 31, 2023 and December 31, 2022 were as follows: +Issuance Date Maturity +Debenture +Amount +Fixed +Interest +Rate +SBA +Annual +Charge +September 24, 2014 September 1, 2024 $ 18,500,000 3.02% 0.36% +March 25, 2015 March 1, 2025 9,500,000 2.52% 0.36% +September 23, 2015 September 1, 2025 10,800,000 2.83% 0.36% +March 23, 2016 March 1, 2026 4,000,000 2.51% 0.36% +September 21, 2016 September 1, 2026 18,200,000 2.05% 0.36% +September 20, 2017 September 1, 2027 14,000,000 2.52% 0.36% +March 21, 2018 March 1, 2028 8,000,000 3.19% 0.35% +September 19, 2018 September 1, 2028 15,000,000 3.55% 0.35% +September 25, 2019 September 1, 2029 40,000,000 2.28% 0.35% +September 22, 2021 September 1, 2031 12,000,000 1.30% 0.35% + $ 150,000,000 2.52%* + +* Weighted-average interest rate +5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk +SVCP, TCPC Funding, TCPC Funding II and the SBIC conduct business with brokers and dealers that are primarily headquartered in New York and Los +Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the San Francisco area. +In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, +and payables to, brokers, dealers and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill +contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard +business practice, the Company, SVCP, TCPC Funding, TCPC Funding II and the SBIC enter into contracts that contain a variety of indemnifications, and are +engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects +the risk of material loss to be remote. + +137 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_143.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_143.txt new file mode 100644 index 0000000000000000000000000000000000000000..9086b467611696230dab951449d1047a4de92e42 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_143.txt @@ -0,0 +1,80 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued) +The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at December 31, +2023 and December 31, 2022 as follows: + + Unfunded Balances +Issuer Maturity December 31, 2023 December 31, 2022 +2-10 Holdco, Inc. 3/26/2026 $ 723,670 $ 723,670 +Accordion Partners LLC 8/31/2028 111,925 278,571 +Accordion Partners LLC 8/29/2029 N/A 123,810 +Acquia, Inc. 10/31/2025 960,792 779,225 +Alcami Corporation 12/21/2028 546,266 1,420,290 +Alcami Corporation 12/21/2028 874,025 N/A +Alpine Acquisition Corp II (48Forty) 11/30/2026 71,628 179,071 +AmeriLife Holdings, LLC 8/31/2029 76,212 151,515 +AmeriLife Holdings, LLC 8/31/2028 227,273 227,273 +Applause App Quality, Inc. 9/20/2025 1,133,535 1,133,535 +Appriss Health, LLC (PatientPing) 5/6/2027 544,531 544,531 +Aras Corporation 4/13/2027 116,311 581,555 +Avalara, Inc. 10/19/2028 45,000 45,000 +Backoffice Associates Holdings, LLC (Syniti) 4/30/2026 428,647 360,063 +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) 5/9/2028 1,601,742 N/A +Blackbird Purchaser, Inc. (Ohio Transmission Corp.) 4/8/2027 N/A 3,384,549 +Bluefin Holding, LLC 9/12/2030 89,744 N/A +Bynder Bidco B.V. (Netherlands) 1/26/2029 882,000 N/A +Bynder Bidco, Inc. (Netherlands) 1/26/2029 243,000 N/A +CareATC, Inc. 3/14/2026 607,288 N/A +Certify, Inc. 2/28/2024 N/A 797,158 +Crewline Buyer, Inc. 11/8/2030 81,761 N/A +CSG Buyer, Inc. (Core States) 3/31/2028 2,921,165 4,381,748 +CSG Buyer, Inc. (Core States) 3/31/2028 1,460,583 N/A +Bonterra LLC (fka CyberGrants Holdings, LLC) 9/8/2027 194,444 397,558 +Disco Parent, Inc. (Duck Creek Technologies) 3/30/2029 90,909 N/A +Elevate Brands OpCo, LLC 3/15/2027 N/A 16,000,000 +e-Discovery AcquireCo, LLC 8/29/2029 83,333 N/A +Emerald Technologies (U.S.) AcquisitionCo, Inc. 12/29/2027 531,907 998,683 +ESO Solutions, Inc. 5/3/2027 700,111 1,750,277 +Freedom Financial Network Funding, LLC 9/21/2027 N/A 2,500,000 +Fusion Holding Corp. (Finalsite) 9/15/2027 37,736 N/A +Fusion Risk Management, Inc. 5/22/2029 107,143 37,736 +Fusion Risk Management, Inc. 5/22/2029 N/A 35,870 +GC Champion Acquisition LLC (Numerix) 8/21/2028 N/A 193,947 +Grey Orange Incorporated 5/6/2026 N/A 1,676,151 +Greystone Select Company II, LLC (Passco) 3/21/2027 N/A 11,818,182 +GTY Technology Holdings Inc. 7/9/2029 41,538 46,154 +Homerenew Buyer, Inc. (Project Dream) 11/23/2027 N/A 2,095,944 +Homerenew Buyer, Inc. (Project Dream) 11/23/2027 N/A N/A +ICIMS, Inc. 8/18/2028 886,195 1,503,556 +ICIMS, Inc. 8/18/2028 330,556 N/A +Integrate.com, Inc. (Infinity Data, Inc.) 12/17/2027 N/A 666,667 +Integrate.com, Inc. (Infinity Data, Inc.) 12/17/2027 10,000 333,333 +Integrity Marketing Acquisition, LLC 8/31/2030 10,254,564 10,254,564 +IT Parent, LLC (Insurance Technologies) 10/1/2026 104,167 166,667 +James Perse Enterprises, Inc. 9/8/2027 1,944,444 1,944,444 +Kaseya, Inc. 6/25/2029 93,900 200,000 +Kaseya, Inc. 6/25/2029 75,000 N/A +Khoros, LLC (Lithium) 1/3/2024 N/A 991,682 +Khoros, LLC (Lithium) 1/3/2024 N/A N/A +LJ Avalon Holdings, LLC (Ardurra) 2/1/2030 1,275,925 N/A +LJ Avalon Holdings, LLC (Ardurra) 2/1/2030 837,680 N/A +Lucky US BuyerCo, LLC (Global Payments) 3/30/2029 277,917 N/A +Madison Logic Holdings, Inc. 12/30/2027 1,069,947 1,069,947 +Mesquite Bidco, LLC 11/30/2029 1,585,403 N/A +Modigent, LLC 8/23/2027 39,167 N/A +OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) 6/3/2027 N/A 18,519 +Opco Borrower, LLC (Giving Home Health Care) 8/19/2027 N/A 25,000 +Oranje Holdco, Inc. (KnowBe4) 2/1/2029 1,229,873 N/A +Persado, Inc. 6/10/2027 N/A 8,608,961 +Oversight Systems, Inc. 9/24/2026 212,667 N/A +Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) 11/1/2028 N/A 278,157 +PHC Buyer, LLC (Patriot Home Care) 5/4/2028 3,266,234 3,959,072 +Pluralsight, Inc. 4/6/2027 539,019 1,208,564 +Pueblo Mechanical and Controls, LLC 8/23/2028 N/A 155,250 +Pueblo Mechanical and Controls, LLC 8/23/2027 N/A 58,750 + + +138 +The secret object #5 is a "comb". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_144.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_144.txt new file mode 100644 index 0000000000000000000000000000000000000000..3817fdf3c6c1926760f392e0225e8fce6265333d --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_144.txt @@ -0,0 +1,57 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued) + +Razor Group GmbH (Germany) 4/30/2025 3,834,569 6,365,227 +Sailpoint Technologies Holdings, Inc. 8/16/2028 37,538 37,538 +Sandata Technologies, LLC 7/23/2024 1,050,000 N/A +SellerX Germany GmbH & Co. KG (Germany) 5/23/2026 5,034,506 20,589,674 +SEP Eiger BidCo Ltd. (Beqom) (Switzerland) 5/9/2028 N/A 1,601,742 +SEP Raptor Acquisition, Inc. (Loopio) (Canada) 3/31/2027 N/A 1,163,276 +Serrano Parent, LLC (Sumo Logic) 5/13/2030 90,000 N/A +Streamland Media Midco LLC 12/31/2024 N/A 120,000 +Showtime Acquisition, L.L.C. (World Choice) 8/7/2028 1,039,117 N/A +Showtime Acquisition, L.L.C. (World Choice) 8/7/2028 1,298,896 N/A +Suited Connector, LLC 12/1/2027 N/A 852,273 +Superman Holdings, LLC (Foundation Software) 8/31/2026 1,256,026 1,256,026 +Thermostat Purchaser III, Inc. (Reedy Industries) 8/31/2029 N/A 1,329,250 +Thras.io, LLC 12/18/2026 N/A 8,787,651 +Wealth Enhancement Group, LLC 10/4/2027 26,980 276,194 +Wealth Enhancement Group, LLC 10/4/2027 71,696 N/A +Trintech, Inc. 7/25/2029 43,469 N/A +Vortex Finance Sub, LLC 8/31/2029 68,547 N/A +Xactly Corporation 7/31/2025 854,898 N/A +Zendesk Inc. 11/22/2028 95,503 134,827 +Zendesk Inc. 11/22/2028 39,325 N/A +Zilliant Incorporated 12/21/2027 N/A 518,519 +Zilliant Incorporated 12/21/2027 148,148 N/A +Total Unfunded Balances 54,556,095 127,137,393 + +From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including +with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and +certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern +District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The +suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its +management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company +approximately $15 million, plus interest, additional amounts from the other Defendants, and attorneys’ fees and costs from all Defendants. the Company, the +affiliated funds and the Advisor intend to vigorously defend against these claims. At this time, however, the Company and the Advisor cannot predict with a +reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result. On November 6, 2023, the Company, +the affiliated funds, and the Advisor, and certain other Defendants filed motions to dismiss the lawsuit, which was fully briefed on February 12, 2024 and is +scheduled to be argued in court on March 6, 2024. + +6. Other Related Party Transactions +The Company, SVCP, TCPC Funding, TCPC Funding II, the SBIC, the Advisor and their members and affiliates may be considered related parties. From +time to time, SVCP advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the +Company. At December 31, 2023 and December 31, 2022, no such amounts were outstanding. From time to time, the Advisor advances payments to third +parties on behalf of the Company and SVCP and receives reimbursement from the Company. At December 31, 2023 and December 31, 2022, amounts +reimbursable to the Advisor totaled $0.8 million and $1.5 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities. +Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), the Administrator may be +reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs +and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the +Administrator or its affiliates to the Company. For the years ended December 31, 2023, 2022 and 2021, expenses allocated pursuant to the Administration +Agreement totaled $1.5 million, $1.8 million and $1.9 million, respectively. +On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub and, solely for the limited purposes set forth therein, +BCIA and the Advisor. On January 10, 2024, the Merger Agreement was amended and restated. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +139 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_145.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_145.txt new file mode 100644 index 0000000000000000000000000000000000000000..587c9adc9708a9c270c78ece29648c4de22e570e --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_145.txt @@ -0,0 +1,49 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +7. Stockholders’ Equity and Dividends +Prior to its discontinuance effective July 7, 2020, the Company had offered an “opt in” dividend reinvestment plan to common stockholders, pursuant to +which the dividends payable to those shareholders who so elected would be reinvested in shares of common stock. +The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the year +ended December 31, 2023: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 28, 2023 March 17, 2023 March 31, 2023 Regular $ 0.32 $ 18,485,524 +May 4, 2023 June 16, 2023 June 30, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Special 0.10 5,776,726 +November 2, 2023 December 15, 2023 December 29, 2023 Regular 0.34 19,640,870 +November 2, 2023 December 15, 2023 December 29, 2023 Special 0.25 14,441,816 + $ 1.69 $ 97,626,676 + +The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2022: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 24, 2022 March 17, 2022 March 31, 2022 Regular $ 0.30 $ 17,330,179 +May 4, 2022 June 16, 2022 June 30, 2022 Regular 0.30 17,330,179 +August 3, 2022 September 16, 2022 September 30, 2022 Regular 0.30 17,330,179 +November 3, 2022 December 16, 2022 December 30, 2022 Regular 0.32 18,485,525 +December 15, 2022 December 29, 2022 January 12, 2023 Special 0.05 2,888,363 + $ 1.27 $ 73,364,425 + +On February 24, 2015, the Company’s Board of Directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 +million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the +guidelines specified in Rule 10b-18 and Rule 10b5-1 of the 1934 Act. The Company Repurchase Plan is designed to allow the Company to repurchase its +common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent +selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below +the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s +common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company +Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will +be repurchased. The Company Repurchase Plan was re-approved on October 26, 2023, to be in effect through the earlier of two trading days after the +Company’s fourth quarter 2023 earnings release unless further extended or terminated by the Company’s Board of Directors, or such time as the approved $50.0 +million repurchase amount has been fully utilized, subject to certain conditions. +No shares were repurchased by the Company under the Company Repurchase Plan for the years ended December 31, 2023 and 2022. + + +140 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_146.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_146.txt new file mode 100644 index 0000000000000000000000000000000000000000..d184ce2d5cf458414bfc9e9e07b232557940f1b3 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_146.txt @@ -0,0 +1,22 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +8. Earnings Per Share +In accordance with ASC 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common shareholders by the +weighted average number of shares outstanding during the period. Other potentially dilutive common shares, if any, and the related impact to earnings, are +considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the net increase in net assets per +share resulting from operations for the years ended December 31, 2023, 2022 and 2021: + + Year Ended December 31, + 2023 2022 2021 +Net increase (decrease) in net assets from operations $ 38,474,432 $ (9,225,332) $ 133,790,774 +Weighted average shares outstanding 57,767,264 57,767,264 57,767,264 +Earnings (loss) per share $ 0.67 $ (0.16) $ 2.32 + +9. Subsequent Events +On February 27, 2024, the Company’s Board of Directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading +days after the Company’s first quarter 2024 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to +certain conditions. +On February 29, 2024, the Company’s Board of Directors declared a first quarter regular dividend of $0.34 per share payable on March 29, 2024 to +stockholders of record as of the close of business on March 14, 2024. +141 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_147.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_147.txt new file mode 100644 index 0000000000000000000000000000000000000000..7822d72bbd290b6fcb2e83e4027cdbf79a4a0afe --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_147.txt @@ -0,0 +1,74 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +10. Financial Highlights + + Year Ended December 31, + 2023 2022 2021 2020 2019 +Per Common Share +Per share NAV at beginning of period $ 12.93 $ 14.36 $ 13.24 $ 13.21 $ 14.13 + +Investment operations: +Net investment income before excise taxes 1.85 1.53 1.26 1.43 1.61 +Excise taxes (0.01) — — — — +Net investment income 1.84 1.53 1.26 1.43 1.61 +Net realized and unrealized gain (loss) (1.18) (1.69) 1.17 (0.16) (1.09) +Total from investment operations 0.66 (0.16) 2.43 1.27 0.52 + +Repurchase of common stock — — 0.00 0.12 0.00 +Loss on extinguishment of debt — — (0.11) (0.04) — +Cumulative effect adjustment for the adoption of ASU 2020-06 — 0.00 — — — + +Ordinary income dividends (1.69) (1.27) (1.20) (1.13) (1.40) +Tax basis returns of capital — — — (0.19) (0.04) +Dividends to common shareholders (1.69) (1.27) (1.20) (1.32) (1.44) + +Per share NAV at end of period $ 11.90 $ 12.93 $ 14.36 $ 13.24 $ 13.21 + +Per share market price at end of period $ 11.54 $ 12.94 $ 13.51 $ 11.24 $ 14.05 + +Total return based on market value 2.2% 5.2% 30.9% (10.6)% 18.8% +Total return based on net asset value 5.1% -1.1% 17.5% 10.2% 3.7% + +Shares outstanding at end of period 57,767,264 57,767,264 57,767,264 57,767,264 58,766,426 + +Ratios to average common equity: +Net investment income 14.2% 10.8% 9.0% 11.3% 11.6% +Expenses before incentive fee 10.7% 9.0% 9.3% 10.0% 9.8% +Expenses and incentive fee 13.7% 11.3% 11.5% 12.1% 12.3% + +Ending common shareholder equity $ 687,601,546 $ 746,753,790 $ 829,456,636 $ 764,986,578 $ 776,318,386 +Portfolio turnover rate 13.5% 19.4% 35.6% 28.3% 35.9% +Weighted-average debt outstanding $ 1,001,667,440 $ 1,023,880,532 $ 985,506,056 $ 936,157,021 $ 902,977,493 +Weighted-average interest rate on debt 4.4% 3.5% 3.6% 3.9% 4.6% +Weighted-average number of common shares 57,767,264 57,767,264 57,767,264 57,991,233 58,766,362 +Weighted-average debt per share $ 17.34 $ 17.72 $ 17.06 $ 16.14 $ 15.37 + +Asset Coverage: As of December 31, + 2023 2022 2021 2020 2019 +Debt +Debt outstanding $ 988,555,830 $ 949,062,241 $ 1,019,339,449 $ 856,324,371 $ 915,514,071 +Asset coverage per $1,000 of debt outstanding $ 1,643 $ 1,929 $ 1,948 $ 2,058 $ 1,992 +(1) Total return based on market value is calculated by determining the percentage change in market value per share during the period. +(2) Total return based on net asset value is calculated by determining the percentage change in net asset value per share during the period, including +incentive compensation and all Company expenses including interest and other debt costs. +(3) Net of incentive compensation and excise taxes. +(4) Includes interest and other debt costs but excludes excise taxes. +(5) Includes incentive compensation and all Company expenses including interest and other debt costs. +(6) Excludes unamortized debt issuance costs which are netted in the Consolidated Statements of Assets and Liabilities. +(7) See Note 2 and 4 for further information related to the adoption of ASU 2020-06. +(8) Excludes SBA Debentures. +(9) Dividends to common shareholders include a tax return of capital of $0 ($0.00 per share), $0 ($0.00 per share), $13,563,291 ($0.23 per share), +$11,313,222 ($0.19 per share) and $2,486,618 ($0.04 per share) for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, respectively. + +142 + (7) +(9) +(1) +(2) + (3) +(4) +(5) +(6) +(8) +The secret object #3 is a "spoon". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_148.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_148.txt new file mode 100644 index 0000000000000000000000000000000000000000..a940aacabd756393ae97047e6dabe8415d9f092c --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_148.txt @@ -0,0 +1,84 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +11. Senior Securities +Information about the Company's senior securities is shown in the following table as of the end of each of the last ten fiscal years and the period ended +December 31, 2023. + + +Class and Year Total AmountOutstanding +Asset CoveragePer Unit +Involuntary LiquidatingPreference Per Unit +Average MarketValue Per Unit +Operating Facility +Fiscal Year 2023 $ 163,169 $ 5,244 — N/A +Fiscal Year 2022 123,890 6,906 — N/A +Fiscal Year 2021 154,480 11,020 — N/A +Fiscal Year 2020 120,454 9,508 — N/A +Fiscal Year 2019 108,498 5,812 — N/A +Fiscal Year 2018 82,000 5,221 — N/A +Fiscal Year 2017 57,000 6,513 — N/A +Fiscal Year 2016 100,500 4,056 — N/A +Fiscal Year 2015 124,500 3,076 — N/A +Fiscal Year 2014 70,000 5,356 — N/A +Preferred Interests +Fiscal Year 2023 N/A N/A N/A N/A +Fiscal Year 2022 N/A N/A N/A N/A +Fiscal Year 2021 N/A N/A N/A N/A +Fiscal Year 2020 N/A N/A N/A N/A +Fiscal Year 2019 N/A N/A N/A N/A +Fiscal Year 2018 N/A N/A N/A N/A +Fiscal Year 2017 N/A N/A N/A N/A +Fiscal Year 2016 N/A N/A N/A N/A +Fiscal Year 2015 N/A N/A N/A N/A +Fiscal Year 2014 $ 134,000 $ 51,592 $ 20,074 N/A +Funding Facility I +Fiscal Year 2023 N/A N/A — N/A +Fiscal Year 2022 N/A N/A — N/A +Fiscal Year 2021 N/A N/A — N/A +Fiscal Year 2020 N/A N/A — N/A +Fiscal Year 2019 $ 158,000 $ 5,812 — N/A +Fiscal Year 2018 212,000 5,221 — N/A +Fiscal Year 2017 175,000 6,513 — N/A +Fiscal Year 2016 175,000 4,056 — N/A +Fiscal Year 2015 229,000 3,076 — N/A +Fiscal Year 2014 125,000 5,356 — N/A +Funding Facility II +Fiscal Year 2023 $ 100,000 $ 5,244 — N/A +Fiscal Year 2022 100,000 6,906 — N/A +Fiscal Year 2021 - N/A — N/A +Fiscal Year 2020 36,000 9,508 — N/A +SBA Debentures +Fiscal Year 2023 $ 150,000 $ 5,244 — N/A +Fiscal Year 2022 150,000 6,906 — N/A +Fiscal Year 2021 150,000 11,020 — N/A +Fiscal Year 2020 138,000 9,508 — N/A +Fiscal Year 2019 138,000 5,812 — N/A +Fiscal Year 2018 98,000 5,221 — N/A +Fiscal Year 2017 83,000 6,513 — N/A +Fiscal Year 2016 61,000 4,056 — N/A +Fiscal Year 2015 42,800 3,076 — N/A +Fiscal Year 2014 28,000 5,356 — N/A +2019 Convertible Notes +Fiscal Year 2023 N/A N/A — N/A +Fiscal Year 2022 N/A N/A — N/A +Fiscal Year 2021 N/A N/A — N/A +Fiscal Year 2020 N/A N/A — N/A +Fiscal Year 2019 N/A N/A — N/A +Fiscal Year 2018 $ 108,000 $ 2,157 — N/A +Fiscal Year 2017 108,000 2,335 — N/A +Fiscal Year 2016 108,000 2,352 — N/A +Fiscal Year 2015 108,000 2,429 — N/A +Fiscal Year 2014 108,000 3,617 — N/A +2022 Convertible Notes +Fiscal Year 2023 N/A N/A — N/A +Fiscal Year 2022 N/A N/A — N/A +Fiscal Year 2021 $ 140,000 $ 1,948 — N/A +Fiscal Year 2020 140,000 2,058 — N/A +Fiscal Year 2019 140,000 1,992 — N/A +Fiscal Year 2018 140,000 2,157 — N/A +Fiscal Year 2017 140,000 2,335 — N/A +Fiscal Year 2016 140,000 2,352 — N/A + +143 +(1) (2) (3) (4) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_149.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_149.txt new file mode 100644 index 0000000000000000000000000000000000000000..e69de29bb2d1d6434b8b29ae775ad8c2e48c5391 diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_15.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..69d57e610fb48fca7ac80b1fb3633ac25882adac --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_15.txt @@ -0,0 +1,36 @@ + +Proxy Voting Policies and Procedures +We have delegated our proxy voting responsibility to our investment adviser. A summary of the Proxy Voting Policies and Procedures of the Advisor are +set forth below. The guidelines are reviewed periodically by the adviser and our non-interested directors, and, accordingly, are subject to change. +The Advisor is registered under the Investment Advisers Act of 1940 and has a fiduciary duty to act solely in the best interests of its clients. As part of this +duty, it recognizes that it must vote securities held by its clients in a timely manner free of conflicts of interest. These policies and procedures for voting proxies +for investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. +Our investment adviser votes proxies relating to our portfolio securities in the best interest of our stockholders. The Advisor reviews on a case-by-case +basis each proposal submitted for a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a +negative impact on our investments, it may vote for such a proposal if there exist compelling long-term reasons to do so. +The proxy voting decisions of the Advisor are made by the senior officers who are responsible for monitoring each of our investments. To ensure that our +vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to the managing member any +potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved +in the decision making process or vote administration are generally prohibited from revealing how we intend to vote on a proposal in order to reduce any +attempted influence from interested parties. +You may obtain information about how we voted proxies by making a written request for proxy voting information to: BlackRock TCP Capital Corp., +2951 28th Street, Suite 1000, Santa Monica, CA 90405, Attention: Investor Relations. +Privacy Principles +We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is +provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information +with select other parties. +Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our +stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, +except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator). +We restrict access to non-public personal information about our stockholders to employees of the Advisor and its affiliates with a legitimate business need +for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders. +Investment Management Agreement +The Company has entered into an investment management agreement with the Advisor, under which the Advisor, subject to the overall supervision of our +Board of Directors, manages the day-to-day operations and provides investment advisory services to the Company. For providing these services, the Advisor +receives a base management fee and may receive incentive compensation. Prior to August 1, 2018, SVCP was regulated as a BDC and was also party to an +investment management agreement with the Advisor. On January 29, 2018, SVCP amended and restated its limited partnership agreement (the "LPA"), effective +as of January 1, 2018, to convert its then existing incentive compensation structure from a profit allocation and distribution to its general partner into a fee +payable to the Advisor pursuant to such investment management agreement. The amendment had no impact on the amount of the incentive compensation paid +or services received by the Company. Accordingly, prior to January 1, 2018, incentive compensation was allocated to SVCP’s general partner as a distribution. +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. +14 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_150.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_150.txt new file mode 100644 index 0000000000000000000000000000000000000000..fe646e4267574305fc13952a29386e611c722b0b --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_150.txt @@ -0,0 +1,27 @@ +BlackRock TCP Capital Corp. +Notes to Consolidated Financial Statements (Continued) +December 31, 2023 +11. Senior Securities — (continued) + +2022 Notes +Fiscal Year 2023 N/A N/A — N/A +Fiscal Year 2022 N/A N/A — N/A +Fiscal Year 2021 N/A N/A — N/A +Fiscal Year 2020 $ 175,000 $ 2,058 — N/A +Fiscal Year 2019 175,000 1,992 — N/A +Fiscal Year 2018 175,000 2,157 — N/A +Fiscal Year 2017 175,000 2,335 — N/A +2024 Notes +Fiscal Year 2023 $ 250,000 $ 1,643 — N/A +Fiscal Year 2022 250,000 1,929 — N/A +Fiscal Year 2021 250,000 1,948 — N/A +Fiscal Year 2020 250,000 2,058 — N/A +Fiscal Year 2019 200,000 1,992 — N/A +2026 Notes +Fiscal Year 2023 $ 325,000 $ 1,643 — N/A +Fiscal Year 2022 325,000 1,929 — N/A +Fiscal Year 2021 325,000 1,948 — N/A + +(1) Total amount of each class of senior securities outstanding at the end of the period presented (in 1,000’s).(2) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. For the Operating Facility, Funding Facility I and Funding Facility II, the asset coverage ratio with respect to indebtedness is multiplied by $1,000 to determine the Asset Coverage Per Unit.(3) The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.(4) The Company's senior securities are not registered for public trading. + +144 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_16.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..def95d45ccd313d85eb08645b2da69dbae25c447 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_16.txt @@ -0,0 +1,40 @@ + +Prior to August 1, 2018, the base management fee and the incentive compensation, if any, were paid by SVCP to the Advisor. The Company, therefore, +indirectly bore these amounts, which are reflected in our consolidated financial statements. +Under the terms of our investment management agreement, the Advisor: +• determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; +• identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio +companies); and +• closes, monitors and administers the investments we make, including the exercise of any voting or consent rights. +The Advisor’s services under the investment management agreement are not exclusive, and it is free to furnish similar services to other entities so long as +its services to us are not impaired. +Pursuant to our investment management agreement, we pay the Advisor compensation for investment advisory and management services consisting of +base management compensation and a two-part incentive compensation. +Management Fee. The base management fee is calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable +quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets +(excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base +management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the +value of our total assets and net asset value (in each case, excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The +base management fee for any partial quarter is appropriately prorated. +Incentive Compensation. We also pay incentive compensation to the Advisor pursuant to the investment management agreement. Prior to January 1, 2018, +incentive compensation was allocated to SVCP's general partner as a distribution under the LPA. Under the then-existing investment management agreements +and the LPA (pursuant to which incentive compensation was distributed to SVCP’s general partner prior to January 1, 2018), no incentive compensation was +incurred until after January 1, 2013. +Incentive Compensation pursuant to investment management agreements prior to February 9, 2019 +Beginning January 1, 2013, the incentive compensation equaled the sum of (1) 20% of all ordinary income since that date and (2) 20% of all net realized +capital gains (net of any net unrealized capital depreciation) since that date, with each component being subject to a total return requirement of 8% of +contributed common equity annually. Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the +LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive +compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the +amount of the incentive compensation paid or services received by the Company. +The incentive compensation had two components, ordinary income and capital gains. Each component was payable or distributable quarterly in arrears (or +upon termination of the Advisor as the investment manager or SVCP’s general partner as its general partner, as of the termination date) beginning January 1, +2013 and calculated as follows: +Each of the two components of incentive compensation was separately subject to a total return limitation. Thus, notwithstanding the following provisions, +we were not obligated to pay or distribute any ordinary income incentive compensation or any capital gains incentive compensation if our cumulative total +return did not exceed an 8% annual return on daily weighted average contributed common equity. If our cumulative annual total return was above 8%, the total +cumulative incentive compensation we paid was not more than 20% of our cumulative total return, or, if lower, the amount of our cumulative total return that +exceeded the 8% annual rate. +Subject to the above limitation, the ordinary income component was the amount, if positive, equal to 20% of the cumulative ordinary income before +incentive compensation, less cumulative ordinary income incentive compensation previously paid or distributed. +15 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_17.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..206f714d5588635f346be7cc46e984677acfc654 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_17.txt @@ -0,0 +1,21 @@ + +Subject to the above limitation, the capital gains component was the amount, if positive, equal to 20% of the cumulative realized capital gains (computed +net of cumulative realized losses and cumulative net unrealized capital depreciation), less cumulative capital gains incentive compensation previously paid or +distributed. For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, +2012. The capital gains component was paid or distributed in full prior to payment or distribution of the ordinary income component. +For purposes of the foregoing computations and the total return limitation, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company for the period, in each case determined on an accrual and consolidated basis. +16 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_18.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f9ae3ff8ebbc1906be1db129bf831588ecbabde --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_18.txt @@ -0,0 +1,30 @@ + +If our total return did not exceed the total return limitation, the limitation would not have had the effect of eliminating the possibility of paying such +incentive compensation, but rather would have postponed any incentive compensation until our cumulative annual total return exceeded the 8% threshold. The +nature of the total return limitation may have also made it easier for the Advisor to earn incentive compensation in higher interest rate environments or if our net +asset value had increased. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The financial highlights in the notes to our financial statements for the relevant periods include a calculation of total return based on the change in the +market value of our shares. The financial highlights in the notes to our financial statements for the relevant periods also include a calculation of total return +based on the change in our net asset value from period to period. The total return limitation for purposes of the incentive compensation calculations was based +on the stated elements of return: ordinary income before incentive compensation, realized capital gain and loss and unrealized capital appreciation and +depreciation. It differs from the total return based on the market value or net asset value of our shares in that it was a cumulative measurement that is compared +to our daily weighted-average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in +that it excludes incentive compensation. +Incentive Compensation pursuant to the current investment management agreement +Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary +income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital +depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive +compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive +compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed common equity. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the termination date). +For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, 2012. +The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component. +17 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_19.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..bb2670537a46aae01208782bf25e501e336f10f1 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_19.txt @@ -0,0 +1,25 @@ + +For purposes of the foregoing computations, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company and any other items affecting net asset value per share of the Company for the +period (other than incentive compensation), in each case determined on an accrual and consolidated basis. +The financial highlights in the notes to our financial statements include a calculation of total return based on the change in the market value of our shares. +The financial highlights in the notes to our financial statements also include a calculation of total return based on the change in our net asset value from period +to period. The total return hurdle for purposes of the incentive compensation calculations is based on the stated elements of return as defined above, and differs +from the total return based on the market value or net asset value of our shares in that it is a cumulative measurement that is compared to our daily weighted- +average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in that it excludes incentive +compensation. +18 +The secret kitchen appliance is a "blender". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_2.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d2a1ed5e3a7868379e791dfaaa85d4bca1abf16 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_2.txt @@ -0,0 +1,40 @@ + +BLACKROCK TCP CAPITAL CORP. + +FORM 10-K + +FOR THE YEAR ENDED DECEMBER 31, 2023 + +TABLE OF CONTENTS + + Page +PART I +Item 1. Business 4 +Item 1A. Risk Factors 26 +Item 1B. Unresolved Staff Comments 68 +Item 1C. Cybersecurity 68 +Item 2. Properties 70 +Item 3. Legal Proceedings 70 +Item 4. Mine Safety Disclosures. 70 +PART II +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 71 +Item 6. [Reserved] 75 +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 76 +Item 7A. Quantitative and Qualitative Disclosures About Market Risk 89 +Item 8. Financial Statements and Supplementary Data 90 +Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 154 +Item 9A. Controls and Procedures 154 +Item 9B. Other Information 155 +Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 155 +PART III +Item 10. Directors, Executive Officers and Corporate Governance 156 +Item 11. Executive Compensation 156 +Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 156 +Item 13. Certain Relationships and Related Transactions, and Director Independence 156 +Item 14. Principal Accountant Fees and Services 156 +PART IV +Item 15. Exhibits and Financial Statement Schedules 156 + Signatures 160 + + +1 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_20.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e193f22e0543211451274c25950674448571f2d --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_20.txt @@ -0,0 +1,37 @@ + +Examples of Incentive Compensation Calculation +Example 1: Income Portion of Incentive Compensation: +Assumptions +• Total return hurdle(1) = 7% +Alternative 1 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 11.5% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 9% +iii. cumulative annual total return = 6% +b. Cumulative total return does not exceed total return hurdle, therefore there is no income incentive compensation. +Alternative 2 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.5% +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation + = 17.5% x 7.5% + = 1.3% +c. Total return after incentive compensation = 8.5% - 1.3% + = 7.2% +d. Cumulative ordinary income before incentive compensation is positive and the cumulative total return after incentive compensation exceeds the +total return hurdle, therefore incentive compensation is fully payable. +Alternative 3 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income — (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.0% +(1) Represents 7.0% annualized total return hurdle. +• Management fee = 1.5% +Represents 1.5% annualized management fee, assuming no liabilities and no leverage above 1.0x debt to equity. +• Other expenses (legal, accounting, custodian, transfer agent, etc.) = 1% +Excludes organizational and offering costs. +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation += 17.5% x 7.5% += 1.3% +19 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_21.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..b4c43d870dd66c79a0f243fa5d1f6cd53b9f55a8 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_21.txt @@ -0,0 +1,36 @@ + +c. Total return after tentative incentive compensation = 8.0% - 1.3% += 6.7% +d. Cumulative ordinary income before incentive compensation is positive and the total return hurdle is less than total return but greater than total +return after tentative incentive compensation, therefore incentive compensation is partially payable and = Total return – total return hurdle += 8.0% - 7.0% += 1.0% +Example 2: Capital Gains Portion of Incentive Compensation: +Alternative 1: +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”). +ii. Year 2: Investment A sold for $50 million and fair market value, or fair market value (“FMV”), of Investment B determined to be $32 million. +Cumulative annual total return of 40%. +iii. Year 3: FMV of Investment B determined to be $25 million. Cumulative annual total return of 15%. +iv. Year 4: Investment B sold for $31 million. Cumulative annual total return of 10%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $5.25 million ($5.25 million = $30 million realized capital gains on sale of Investment A +multiplied by 17.5% and total return hurdle satisfied). +iii. Year 3: None; no realized capital gains. +iv. Year 4: Capital gains incentive compensation of $0.175 million ($31 million cumulative realized capital gains multiplied by 17.5%, less $5.25 +million of capital gains incentive compensation paid in year 2 and total return hurdle satisfied). +Alternative 2 +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 +million investment made in Company C (“Investment C”). +ii. Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 +million. Cumulative annual total return of 15%. +iii. Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million. Cumulative annual total return of 6%. +iv. Year 4: FMV of Investment B determined to be $35 million. Cumulative annual total return of 20%. +v. Year 5: Investment B sold for $40 million. Cumulative annual total return of 20%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $4.375 million; 17.5% multiplied by $25 million ($30 million realized capital gains on +Investment A less $5 million unrealized capital depreciation on Investment B, and the total return hurdle is satisfied). +20 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_22.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..405478b1b4e1f16f4e13062f2e8f07e831ebeb50 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_22.txt @@ -0,0 +1,36 @@ + +iii. Year 3: None as the total return hurdle is not satisfied. +iv. Year 4: Capital gains incentive compensation of $1.75 million ($35 million cumulative realized capital gains (including $5 million of realized +capital gains from year 3 at a time when the total return hurdle was not satisfied and no cumulative unrealized capital depreciation) multiplied by +17.5%, less $4.375 million capital gains incentive compensation paid in year 2, and the total return hurdle is satisfied). +v. Year 5: Capital gains incentive compensation of $1.75 million ($45 million cumulative realized capital gains multiplied by 17.5%, less $6.125 +million in capital gains incentive compensation paid in years 2 and 4, and the total return hurdle is satisfied). +Payment of our expenses +All investment professionals and staff of the Advisor, when and to the extent engaged in providing investment advisory and management services, and the +compensation and routine overhead expenses of such personnel allocable to such services (including health insurance, 401(k) plan benefits, payroll taxes and +other compensation related matters), are provided and paid for by the Advisor. We bear all other costs and expenses of our operations and transactions, including +those relating to: +• our organization; +• calculating our net asset value and net asset value per share (including the cost and expenses of any independent valuation firm); +• expenses, including travel expense, incurred by the Advisor or payable to third parties in performing due diligence on prospective portfolio +companies, monitoring our investments and, if necessary, enforcing our rights; +• interest payable on debt, if any, incurred to finance our investments; +• the costs of all future offerings of common stock and other securities, if any; +• the base management fee and any incentive compensation; +• distributions on our shares; +• administration fees payable under our administration agreement; +• transfer agent and custody fees and expenses; +• the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it; +• amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; +• brokerage fees and commissions; +• registration fees; +• listing fees; +• taxes; +• director fees and expenses; +• costs of preparing and filing reports or other documents with the SEC; +• the costs of any reports, proxy statements or other notices to our stockholders, including printing costs; +• costs of holding stockholder meetings; +• our fidelity bond; +• directors and officers/errors and omissions liability insurance, and any other insurance premiums; +• litigation, indemnification and other non-recurring or extraordinary expenses; +21 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_23.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9c7c7dc74b4509da66ec4ee1fac8baf246ade1e --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_23.txt @@ -0,0 +1,38 @@ + +• direct costs and expenses of administration and operation, including audit and legal costs; +• dues, fees and charges of any trade association of which we are a member; and +• all other expenses reasonably incurred by us or the Administrator in connection with administering our business, such as the allocable portion of +overhead under our administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective +staffs. +From time to time, the Advisor may pay amounts owed by us to third party providers of goods or services. We will subsequently reimburse the Advisor for +such amounts paid on our behalf. +Limitation of liability and indemnification +The investment management agreement provides that the Advisor and its officers, directors, employees and affiliates are not liable to us or any of our +stockholders for any act or omission by it or its employees in the supervision or management of our investment activities or for any loss sustained by us or our +stockholders, except that the foregoing exculpation does not extend to any act or omission constituting willful misfeasance, bad faith, gross negligence or +reckless disregard of its obligations under the investment management agreement. The investment management agreement also provides for indemnification by +us of the Advisor’s members, directors, officers, employees, agents and control persons for liabilities incurred by it in connection with their services to us, +subject to the same limitations and to certain conditions. +Board and stockholder approval of the investment management agreement +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. In its +consideration of the investment management agreement, the Board of Directors focused on information it had received relating to, among other things: (a) the +nature, quality and extent of the advisory and other services to be provided to us by the Advisor; (b) comparative data with respect to advisory fees or similar +expenses paid by other business development companies with similar investment objectives; (c) our financial performance, operating expenses and expense +ratio compared to business development companies with similar investment objectives; (d) any existing and potential sources of indirect income to the Advisor +from its relationships with us and the profitability of those relationships; (e) information about the services performed and the personnel performing such +services under the investment management agreement; (f) the organizational capability and financial condition of the Advisor and its affiliates; (g) the Advisor’s +practices regarding the selection and compensation of brokers that execute our portfolio transactions and the brokers’ provision of brokerage and research +services to our investment advisor; and (h) the possibility of obtaining similar services from other third party service providers or through an internally managed +structure. +Based on the information reviewed and the discussions, the Board of Directors, including a majority of the non-interested directors, concluded that the +investment management fee rates are reasonable in relation to the services to be provided. +Duration and termination +The investment management agreement will remain in effect for a period of two years from the date of stockholder approval and thereafter will remain in +effect from year to year if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting +securities, including, in either case, approval by a majority of our directors who are not interested persons. The investment management agreement will +automatically terminate in the event of its assignment. The investment management agreement may be terminated by either party without penalty upon not less +than 60 days written notice to the other. Any termination by us must be authorized either by our Board of Directors or by vote of our stockholders. See “Risk +Factors — Risks related to our business — We are dependent upon senior management personnel of the Advisor for our future success, and if the Advisor is +unable to retain qualified personnel or if the Advisor loses any member of its senior management team, our ability to achieve our investment objective could be +significantly harmed.” +22 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_24.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae88e83b264edfbb74d81b2fba12974006410a93 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_24.txt @@ -0,0 +1,46 @@ + +Administration Agreement +We have entered into an administration agreement with the Administrator, which we refer to as the administration agreement, under which the +Administrator provides administrative services to us. The Administrator provides services including, but not limited to, the arrangement for the services of, and +the overseeing of, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, +brokers and dealers, corporate fiduciaries, insurers, banks, stockholders and such other persons in any such other capacity deemed to be necessary or desirable. +The Administrator also makes reports to the board of its performance of obligations under the administration agreement and furnishes advice and +recommendations with respect to such other aspects of our business and affairs that we determine to be desirable. The Administrator is responsible for our +financial and other records that are required to be maintained and prepares all reports and other materials required by any agreement or to be filed with the +Securities and Exchange Commission or any other regulatory authority, including reports on Forms 8-K, 10-Q, 10-K and periodic reports to stockholders, +determining the amounts available for distribution as dividends and distributions to be paid by us to our stockholders, reviewing and implementing any share +purchase programs authorized by the board, maintaining or overseeing the maintenance of our books and records as required under the 1940 Act, and +maintaining (or overseeing maintenance by other persons) such other books and records required by law or for our proper operation. For providing these +services, facilities and personnel, we reimburse the Administrator for expenses incurred by the Administrator in performing its obligations under the +administration agreement, including our allocable portion of overhead under the administration agreement and the cost of certain of our officers and the +Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we +are required to provide such assistance. From time to time, the Administrator may pay amounts owed by us to third-party providers of goods or services. We +subsequently reimburse the Administrator for such amounts paid on our behalf. +Leverage +Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating +Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in +senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing +in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding +Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible +unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 +million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and bears interest at (a) LIBOR plus an +applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either +0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion +of the Operating Facility above the minimum utilization amount from 0.50% per annum to 0.375% per annum. In addition to amounts due on outstanding debt, +the Operating Facility accrues commitment fees of 0.375% per annum on the unused portion above the minimum utilization of the facility, or 0.50% per annum +on the unused portion that is below the minimum utilization of the total facility until March 1, 2022, the date on which the March 2022 Convertible Notes were +terminated in full, after which time they accrue at a rate of 2.00% per annum. The Operating Facility includes a $100 million accordion feature which allows for +expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. +On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of +0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be +terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants. +The Funding Facility II matures on August 4, 2027, subject to extension by the lender at the request of TCPC Funding II, and contains an accordion feature +which allows for expansion of the facility up to $250.0 million subject to consent from the lender and other customary conditions. Borrowings under Funding +Facility II bear interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirements, plus a 0.35% fee on drawn amounts and an +administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the unused portion of the facility. +Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of +2.00% per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues a 0.35% +fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the +unused portion of the facility. +23 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_25.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..c45d48e6bf747e4397ad4495d0fc372c2bb775a6 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_25.txt @@ -0,0 +1,39 @@ + +On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027, and updated interest to a rate +of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%. The facility may be terminated, and any outstanding amounts thereunder may +become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. +On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that matured on March 1, 2022. The 2022 Convertible +Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, the Funding Facility II and the SBA +Debentures, and ranked pari passu with the 2022 Notes and 2024 Notes. The Company did not have the right to redeem the 2022 Convertible Notes prior to +maturity. The 2022 Convertible Notes bore interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes +could have been converted into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at +the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible +Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. +The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. Prior to +its maturity on March 1, 2022, the principal amount of the 2022 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing +price of the Company’s common stock. Therefore, no additional shares were added to the calculation of diluted earnings per common share and weighted +average common shares outstanding. +On August 4, 2017, the Company issued $125.0 million of unsecured notes with a maturity date of August 11, 2022, unless previously repurchased or +redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of +the 2022 Notes for a total aggregate principal amount of $175.0 million. The 2022 Notes bore interest at an annual rate of 4.125% and were redeemed at a price +equal to par plus a "make whole" premium, and accrued and unpaid interest on September 17, 2021. +On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed +in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of the 2024 +Notes and on October 2, 2020, the Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 +million. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility II and the +SBA Debentures, and rank pari passu with the 2026 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price +equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024 +Notes bear interest at an annual rate of 3.900%, payable semi-annually. +On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 6, 2026, unless previously repurchased or redeemed +in accordance with their terms. On August 27, 2021, the Company issued an additional $150.0 million of the 2026 Notes, at a premium to par, for a total +outstanding aggregate principal amount of $325.0 million. The 2026 Notes are general unsecured obligations of the Company and rank structurally junior to the +Operating Facility, Funding Facility II and the SBA Debentures, and rank pari passu with the 2024 Notes. The 2026 Notes may be redeemed in whole or part at +the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2026 Notes, and +any accrued and unpaid interest. The 2026 Notes bear interest at an annual rate of 2.850%, payable semi-annually. +The SBIC is able to issue up to $160.0 million in debt under the SBA Debentures, subject to funded regulatory capital and other customary regulatory +requirements. SVCP has committed $87.5 million of regulatory capital to the SBIC, all of which had been funded at December 31, 2023. Debt issued under the +SBA Debentures is non-recourse and may be prepaid at any time without penalty. The interest rate on such debt is fixed at the time of issuance at a market- +driven spread over 10-year U.S. Treasury Notes. +The Leverage Program is subject to certain financial or other covenants. As of December 31, 2023, we were in full compliance with such covenants. +24 +The secret instrument is a "guitar". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_26.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..acb57c51d39fe95e1ea552086ca3442ce0762d6f --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_26.txt @@ -0,0 +1,17 @@ + +Sarbanes-Oxley Act of 2002 +The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these +requirements affect us. For example: +• Pursuant to Rule 13a-14 of the 1934 Act, our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial +statements contained in our periodic reports; +• Pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and +procedures; +• Pursuant to Rule 13a-15 of the 1934 Act, our management must prepare a report regarding its assessment of our internal control over financial +reporting; and +• Pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the 1934 Act, our periodic reports must disclose whether there were significant +changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, +including any corrective actions with regard to significant deficiencies and material weaknesses. +The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the +regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will +take actions necessary to ensure that we are in compliance therewith. +25 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_27.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..546a4dcdc0af96e2f91e6f60c6cfb863ab597cb0 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_27.txt @@ -0,0 +1,48 @@ + +Item 1A. Risk Factors +Investing in our securities may be speculative and involves a high degree of risk. You should carefully consider these risk factors, together with all of the +other information included in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes thereto. The risks set out +below are not the only risks we face. If any of the following events occur, our business, financial condition and results of operations could be materially +adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment in +us. +Risks related to our business +Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial condition +and earnings. +General economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, supply chain disruptions, labor +shortages, energy and other resource shortages, changes in laws, trade barriers, currency exchange controls and national and international political +circumstances, may have long-term negative effects on the U.S. and worldwide financial markets and economy. These conditions have resulted in, and in many +cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack of price transparency, with many securities remaining +illiquid and of uncertain value. Such market conditions may adversely affect the Company, including by making valuation of some of the Company’s securities +uncertain and/or result in sudden and significant valuation increases or declines in the Company’s holdings. If there is a significant decline in the value of the +Company’s portfolio, this may impact the asset coverage levels for the Company’s outstanding leverage. + Risks resulting from any future debt or other economic crisis could also have a detrimental impact on the global economy, the financial condition of +financial institutions and our business, financial condition and results of operation. Market and economic disruptions have affected, and may in the future affect, +consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. +To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial +condition and results of operations could be significantly and adversely affected. Downgrades to the credit ratings of major banks could result in increased +borrowing costs for such banks and negatively affect the broader economy. Moreover, Federal Reserve policy, including with respect to certain interest rates, +may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, high interest rates and/or a return to +unfavorable economic conditions could impair the Company’s ability to achieve its investment objective. + The occurrence of events similar to those in recent years, such as localized wars, instability, new and ongoing pandemics (such as COVID-19), epidemics +or outbreaks of infectious diseases in certain parts of the world, and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global +health epidemics, terrorist attacks in the U.S. and around the world, social and political discord, debt crises sovereign debt downgrades, increasingly strained +relations between the U.S. and a number of foreign countries, new and continued political unrest in various countries, the exit or potential exit of one or more +countries from the EU or the EMU, continued changes in the balance of political power among and within the branches of the U.S. government, government +shutdowns, among others, may result in market volatility, may have long term effects on the U.S. and worldwide financial markets, and may cause further +economic uncertainties in the U.S. and worldwide. +In particular, the impact on inflation and increased disruption to supply chains and energy resources may impact our portfolio companies, result in an +economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the +form of traditional military action, reignited "cold" wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts +and consequences and have an adverse impact on the Company's returns and net asset value. In response to the conflict between Russia and Ukraine, the U.S. +and other countries have imposed sanctions or other restrictive actions against Russia, Russian-backed separatist regions in Ukraine, and certain banks, +companies, government officials and other individuals in Russia and Belarus. In addition, the ongoing conflict between Israel and Palestine may cause +exacerbated volatility and disruptions to both the domestic and global economy, spawn additional conflicts, result in possible sanctions and countersanctions, +and trigger retaliatory cyberattacks. Any of the above factors, as well as other governmental actions, could have an adverse impact on macroeconomic factors +that affect the Company and our portfolio companies' businesses, financial conditions, cashflows, and operations. We cannot predict the nature, magnitude and +duration of the hostilities stemming from these conflicts. Prolonged unrest, military activities, or broad-based sanctions could have a material adverse effect on +our portfolio companies. Such consequences also may increase our funding cost or limit our access to the capital markets. + The current political climate has intensified concerns about a potential trade war between China and the U.S., as each country has imposed tariffs on the +other country’s products. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price +reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on our +performance. U.S. companies that source material and goods +26 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_28.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..21454b6cba783b46a7ab644199b684bbd372482b --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_28.txt @@ -0,0 +1,42 @@ + +from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the +outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and +the euro. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions +may be taken in the future. Any of these effects could have a material adverse effect on our business, financial condition and results of operations. +The impact of the events described above on our portfolio companies could impact their ability to make payments on their loans on a timely basis and may +impact their ability to continue making their loan payments on a timely basis or meeting their loan covenants. The inability of portfolio companies to make +timely payments or meet loan covenants may in the future require us to undertake amendment actions with respect to our investments or to restructure our +investments, which may include the need for us to make additional investments in our portfolio companies (including debt or equity investments) beyond any +existing commitments, exchange debt for equity, or change the payment terms of our investments to permit a portfolio company to pay a portion of its interest +through payment-in-kind, which would defer the cash collection of such interest and add it to the principal balance, which would generally be due upon +repayment of the outstanding principal. +Economic recessions or downturns could impair our portfolio companies and harm our operating results. +Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. +Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record the values of +our investments. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. +Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic +conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events +could prevent us from increasing investments and harm our operating results. +A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination +of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to +meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new +terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, even though we or one of our affiliates may have +structured our interest in such portfolio company as senior debt, depending on the facts and circumstances, including the extent to which we actually provided +managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holding as equity and subordinate all or a portion of our +claim to claims of other creditors. + In response to elevated inflationary pressures, central banks such as the Federal Reserve Bank have raised interest rates in recent years. It is not currently +clear whether interest rates will continue to rise and there is a risk of the economy entering a recession. + Any such recession would negatively impact the businesses in which we invest and our business. These impacts may include: +• severe declines in the market price of our securities or net asset value; +• inability of the Company to accurately or reliably value its portfolio; +• inability of the Company to comply with certain asset coverage ratios that would prevent the Company from paying dividends to our stockholders +and that could result breaches of covenants or events of default under our credit agreement or debt indentures; +• inability of the Company to pay any dividends and distributions or service its debt; +• inability of the Company to maintain its status as a RIC under the Code; +• declines in the value of our investments; +• increased risk of default or bankruptcy by the companies in which we invest; +• increased risk of companies in which we invest being unable to weather an extended cessation of normal economic activity and thereby impairing +their ability to continue functioning as a going concern; +• limited availability of new investment opportunities; +• inability for us to replace our existing leverage when it becomes due or replace it on terms as favorable as our existing leverage; and +27 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_29.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..a70b5f8ac93db5fa77a55ca8cf04122e18c5e799 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_29.txt @@ -0,0 +1,44 @@ + +• general threats to the Company’s ability to continue investment operations and to operate successfully as a BDC. +We are subject to risks related to inflation. +Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. +Inflation recently increased to its highest level in decades, and the Federal Reserve has raised the federal funds rate in response. Inflation rates may change +frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and +the Company’s investments may not keep pace with inflation, which may result in losses to shareholders. If inflation increases, the real value of our shares and +dividends therefore may decline. In addition, during any periods of rising inflation, interest rates of any debt securities issued by the Company would likely +increase, which would tend to further reduce returns to shareholders. Inflation rates may change frequently and significantly as a result of various factors, +including unexpected shifts in the domestic or global economy and changes in economic policies, and our investments may not keep pace with inflation, which +may result in losses to our shareholders. This risk is greater for fixed-income instruments with longer maturities. +Capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital +markets in the U.S. and abroad, which may have a negative impact on our business and operations. +From time to time, capital markets may experience periods of disruption and instability, which may be evidenced by a lack of liquidity in debt capital +markets, write-offs in the financial services sector, re-pricing of credit risk and failure of certain major financial institutions. +Equity capital may be difficult to raise because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of +common stock at a price less than net asset value without first obtaining approval for such issuance from our stockholders and our independent directors. We +generally seek approval from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock +immediately prior to any such sale at a price below net asset value, but in some years we may not obtain such approval. In addition, our ability to incur +indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage ratio, as calculated in accordance with the +1940 Act, must equal at least 150% immediately after each time we incur indebtedness. The debt capital that will be available to us in the future, if at all, may +be at a higher cost and on less favorable terms and conditions than our current leverage, due to higher inflation that is still cooling or that may increase again. +Any inability to raise capital could have a negative effect on our business, financial condition and results of operations. +Market conditions may in the future make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a +material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms +and conditions than what we currently experience. Further, if we are unable to raise or refinance debt, then our equity investors may not benefit from the +potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing +commitments to our portfolio companies. +The illiquidity of our investments may make it difficult for us to sell such investments if required. As a result, we may realize significantly less than the +value at which we have recorded our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume +as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its +maturity) In addition, significant changes in the capital markets, including disruption and volatility, have had, and may in the future have, a negative effect on +the valuations of our investments and on the potential for liquidity events involving our investments. An inability to raise capital, and any required sale of our +investments for liquidity purposes, could have a material adverse impact on our business, financial condition and results of operations. +The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations. +Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of +credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one +or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant +concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in +these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. +and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other +actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse +effect on the Company. +28 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_3.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..4e00e94a1c0263a89313bf1b0dfe63db4fd37b2e --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_3.txt @@ -0,0 +1,42 @@ + +Part I +Summary of Risk Factors +The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You +should carefully consider these risk factors, together with the risk factors set forth in Item 1A of this Annual Report on Form 10-K and the other reports and +documents filed by us with the SEC. +Risks related to our business + +• Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial +condition and earnings. +• Economic recessions or downturns could impair our portfolio companies and harm our operating results. +• We are subject to risks related to inflation. +• Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +• Rising interest rates or changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on +our business, financial condition and results of operations. +• We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated. +• We may suffer credit losses. +• Our use of borrowed funds, including under our leverage program, to make investments exposes us to risks typically associated with leverage. +• Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +• The lack of liquidity in our investments may adversely affect our business. +• A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in +accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be +uncertainty regarding the value of our portfolio investments. +• Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +• To the extent “original issue discount”, or OID and payment-in-kind (“PIK”) interest constitute a portion of our income, we will be exposed to +typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing +such income. +• Our Advisor and its affiliates and employees may have certain conflicts of interest. +• We are dependent upon senior management personnel of the Advisor for our future success. +• We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or +losses and the risks of investing in us in the same manner as our borrowings. +• We may experience fluctuations in our periodic operating results. +• Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +• The highly competitive market in which we operate may limit our investment opportunities. +Risks related to our investments +• Our investments are risky and highly speculative, and we could lose all or part of our investment. +• Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which +could adversely affect the determination of our net asset value. +• We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +2 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_30.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..84e96ed16b053000c5298d5e9485179a04836506 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_30.txt @@ -0,0 +1,48 @@ + +For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the +California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed +SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver +for SVB and Signature. Similarly, on May 1, 2023 the FDIC announced that the CDFPI had closed First Republic Bank, the FDIC had seized its assets and JP +Morgan Chase had agreed to purchase First Republic’s assets at auction. We cannot assure you of the response of any government or regulator to such +developments, and any response may not be as favorable to industry participants as the measures currently being pursued. The collapse of SVB and Signature +could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital +markets, including business development companies such as us, and complying with the requirements of any such rules or regulations may be burdensome. +Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from +our Advisor. +Price declines and illiquidity in the corporate debt markets have adversely affected, and may in the future adversely affect, the fair value of our portfolio +investments, reducing our net asset value through increased net unrealized depreciation. +Pursuant to Rule 2a-5 under the 1940 Act, the Company's Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation +Designee”) to perform certain fair value functions, including performing fair value determinations (see Note 2 to the Company’s consolidated financial +statements for further information). As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as +determined in good faith by the Valuation Designee. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation, +which reduces our net asset value. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in +future periods, which could have a material adverse impact on our business, financial condition and results of operations. +Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +Changes enacted by the current presidential administration could significantly impact the regulation of financial markets in U.S. Areas subject to potential +change, amendment or repeal include trade and foreign policy, corporate tax rates, energy and infrastructure policies, the environment and sustainability, +criminal and social justice initiatives, immigration, healthcare and the oversight of certain federal financial regulatory agencies and the Federal Reserve. Certain +of these changes can be, and have been, effectuated through executive order. Other potential changes that could be pursued by the current presidential +administration could include an increase in the corporate income tax rate; changes to regulatory enforcement priorities; and spending on clean energy and +infrastructure. It is not possible to predict which, if any, of these actions will be taken or, if taken, their effect on the economy, securities markets or the financial +stability of the U.S. The Company may be affected by governmental action in ways that are not foreseeable, and there is a possibility that such actions could +have a significant adverse effect on the Company and its ability to achieve its investment objective. +Additional risks arising from the differences in expressed policy preferences among the various constituencies in the branches of the U.S. government has +led in the past, and may lead in the future, to short-term or prolonged policy impasses, which could, and has, resulted in shutdowns of the U.S. federal +government. U.S. federal government shutdowns, especially prolonged shutdowns, could have a significant adverse impact on the economy in general and could +impair the ability of issuers to raise capital in the securities markets. Any of these effects could have a material adverse effect on our business, financial +condition and results of operations. +In addition, the rules dealing with the U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the +IRS and the U.S. Treasury Department. The Tax Cuts and Jobs Act made substantial changes to the Code. Among those changes were a significant permanent +reduction in the generally applicable corporate tax rate, changes in the taxation of individuals and other non-corporate taxpayers that generally but not +universally reduce their taxes on a temporary basis subject to “sunset” provisions, the elimination or modification of various previously allowed deductions +(including substantial limitations on the deductibility of interest and, in the case of individuals, the deduction for personal state and local taxes), certain +additional limitations on the deduction of net operating losses, certain preferential rates of taxation on certain dividends and certain business income derived by +non-corporate taxpayers in comparison to other ordinary income recognized by such taxpayers, and significant changes to the international tax rules. In +addition, the Biden administration has indicated that it intends to modify key aspects of the Code, including by increasing corporate and individual tax rates. +The effect of these and other changes is uncertain, both in terms of the direct effect on the taxation of an investment in the Company’s shares and their indirect +effect on the value of the Company’s assets, the Company’s shares or market conditions generally. +Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us. +There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There remains +uncertainty about the future relationship between the U.S. and other countries with respect to the trade policies, treaties and tariffs. These developments, or the +perception that any of them could occur, may have a material adverse effect on global +29 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_31.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..1d96af3b8575933364ac2093f0918a118595c764 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_31.txt @@ -0,0 +1,46 @@ + +economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted +nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a +material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us. +Uncertainty regarding the implementation of the EU and UK's Trade and Cooperation Agreement could negatively impact our business, financial +condition and earnings. +The EU and UK's Trade and Cooperation Agreement ("UK/EU Trade Agreement") was implemented starting on May 1, 2021 and set out the economic and +legal framework for trade between the United Kingdom and the EU after the United Kingdom's 2020 withdrawal from the EU. As the UK/EU Trade Agreement +is still a fairly new legal framework, the continuing implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of +volatility in both the United Kingdom and wider European markets. Furthermore, there is the possibility that either party may impose tariffs on trade in the +future in the event that regulatory standards between the EU and the UK diverge. The terms of the future relationship may cause continued uncertainty in the +global financial markets, and adversely affect our ability, and the ability of our portfolio companies, to execute our respective strategies and to receive attractive +returns. +Changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial +condition and results of operations. +Our debt investments are generally based on floating rates, such as London Interbank Offer Rate ("LIBOR"), EURIBOR, Secured Overnight Financing +Rate ("SOFR"), the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the +value of our common stock and our rate of return on invested capital. To curb inflation, the Federal Reserve raised interest rates 1.00% in aggregate over the +course of 2023, increasing the cost of borrowed funds for the Company and the underlying portfolio companies we are investing in. In December 2023, the +Federal Reserve voted to pause interest rate hikes. Federal Reserve officials indicated that interest rate reductions may be warranted in 2024. There is no +guarantee that the Federal Reserve will reduce rates in 2024, especially if inflation increases again. +If the Federal Reserve resumes increases to interest rates, the cost of borrowing for the companies in which we invest will increase and may make them +less profitable, which generally would decrease the value of our investments in them. In addition, although we generally expect to invest a limited percentage of +our assets in instruments with a fixed interest rate, including subordinated loans, senior and junior secured and unsecured debt securities and loans in high yield +bonds, an increase in interest rates could decrease the value of those fixed rate investments. Rising interest rates may also increase the cost of debt for our +underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to the Company. Also, an +increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which +could reduce the value of our common stock. +Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference +between the rate at which we borrow funds or pay dividends on preferred stock and the rate that our investments yield. As a result, we can offer no assurance +that a significant change in market interest rates will not have a material adverse effect on our net investment income. In this period of high interest rates, our +cost of funds may increase except to the extent we have issued fixed rate debt or preferred stock, which could reduce our net investment income. +You should also be aware that a change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of +our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold and may result in a +substantial increase in the amount of Incentive Fees payable to our Advisor with respect to the portion of the Incentive Fee based on income. + +We are subject to risks associated with artificial intelligence and machine learning technology. +Recent technological advances in artificial intelligence and machine learning technology pose risks to our Company and our portfolio investments. Our +Company and our portfolio investments could be exposed to the risks of artificial intelligence and machine learning technology if third-party service providers +or any counterparties, whether or not known to our Company, also use artificial intelligence and machine learning technology in their business activities. We +and our portfolio companies may not be in a position to control the use of artificial intelligence and machine learning technology in third-party products or +services. +Use of artificial intelligence and machine learning technology could include the input of confidential information in contravention of applicable policies, +contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party artificial intelligence and +machine learning technology applications and users. +30 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_32.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..233c716c69d2b92f5f5b339ac24b370d78763282 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_32.txt @@ -0,0 +1,45 @@ + +Independent of its context of use, artificial intelligence and machine learning technology is generally highly reliant on the collection and analysis of large +amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that artificial intelligence and machine learning technology +utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be +inadequate or flawed, which would be likely to degrade the effectiveness of artificial intelligence and machine learning technology. To the extent that we or our +portfolio investments are exposed to the risks of artificial intelligence and machine learning technology use, any such inaccuracies or errors could have adverse +impacts on our Company or our investments. +Artificial intelligence and machine learning technology and its applications, including in the private investment and financial sectors, continue to develop +rapidly, and it is impossible to predict the future risks that may arise from such developments. +We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been affiliated. +The 1940 Act imposes numerous constraints on the investment activities of BDCs. For example, BDCs are required to invest at least 70% of their total +assets primarily in securities of U.S. private companies or thinly traded public companies (public companies with a market capitalization of less than $250 +million), cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. These constraints may hinder our +Advisor’s ability to take advantage of attractive investment opportunities and to achieve our investment objectives. In addition, the investment philosophy and +techniques used by our Advisor may differ from those used by other investment companies and funds advised by our Advisor. Accordingly, we can offer no +assurance that we will replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated, and we caution that our investment returns could be substantially lower than the returns achieved by such other companies. +We are not managed by BlackRock, but rather one of its subsidiaries and may not replicate the success of that entity or BlackRock. +Our investment strategies differ from those of BlackRock or its affiliates. As a BDC, we are subject to certain investment restrictions that do not apply to +BlackRock. Our performance may be lower or higher than the performance of other entities managed by BlackRock or its affiliates and their past performance +is no guarantee of our future results. +Our business model depends upon the development and maintenance of strong referral relationships with other asset managers and investment banking +firms. +We are substantially dependent on our informal relationships, which we use to help identify and gain access to investment opportunities. If we fail to +maintain our relationships with key firms, or if we fail to establish strong referral relationships with other firms or other sources of investment opportunities, we +will not be able to grow our portfolio of investments and achieve our investment objective. In addition, persons with whom we have informal relationships are +not obligated to inform us of investment opportunities, and therefore such relationships may not lead to the origination of equity or other investments. Any loss +or diminishment of such relationships could effectively reduce our ability to identify attractive portfolio companies that meet our investment criteria, either for +direct investments or for investments through private secondary market transactions or other secondary transactions. +The Advisor’s liability is limited under the investment management agreement, and we are required to indemnify the Advisor against certain liabilities, +which may lead the Advisor to act in a riskier manner on our behalf than it would when acting for its own account. +The Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not +be responsible for any action of our Board of Directors in declining to follow the Advisor’s advice or recommendations. Pursuant to the investment management +agreement, the Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other +person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, bad faith, gross +negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect the Advisor and its members and their +respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it with respect to all +damages, liabilities, costs and expenses resulting from acts of the Advisor not arising out of willful misfeasance, bad faith, gross negligence or reckless +disregard in the performance of their duties under the investment management agreement. These protections may lead the Advisor to act in a riskier manner +when acting on our behalf than it would when acting for its own account. +We may suffer credit losses. +Investment in middle-market companies is highly speculative and involves a high degree of risk of credit loss, and therefore our securities may not be +suitable for someone with a low tolerance for risk. These risks are likely to increase during an economic recession. +31 +The secret clothing is a "t-shirt". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_33.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..852e6af6b6acc157ced834f8330ef4e1cc52fc0e --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_33.txt @@ -0,0 +1,46 @@ + +Our use of borrowed funds, including under the Leverage Program, to make investments exposes us to risks typically associated with leverage. +The Company borrows money, both directly and indirectly through SVCP, TCPC Funding II and the SBIC. As a result: +• our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on +the value of our common stock than if we did not use leverage; +• adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of leverage; +• we, and indirectly our common stockholders, bear the entire cost of issuing and paying interest or dividends on any borrowed funds issued by us +or our subsidiaries; and +• our ability to pay dividends on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to +service indebtedness would not be available for such dividends. +The use of leverage creates increased risk of loss and is considered a speculative investment technique. The use of leverage magnifies the potential gains +and losses from an investment and increases the risk of loss of capital. To the extent that income derived by us from investments purchased with borrowed funds +is greater than the cost of borrowing, our net income will be greater than if borrowing had not been used. Conversely, if the income from investments purchased +from these sources is not sufficient to cover the cost of the leverage, our net investment income will be less than if leverage had not been used, and the amount +available for ultimate distribution to the holders of common stock will be reduced. The extent to which the gains and losses associated with leveraged investing +are increased will generally depend on the degree of leverage employed. We may, under some circumstances, be required to dispose of investments under +unfavorable market conditions in order to maintain our leverage, thus causing us to recognize a loss that might not otherwise have occurred. In the event of a +sale of investments upon default under our borrowing arrangements, secured creditors will be contractually entitled to direct such sales and may be expected to +do so in their interest, rather than in the interests of the holders of common stock. Holders of common stock will incur losses if the proceeds from a sale in any +of the foregoing circumstances are insufficient, after payment in full of amounts due and payable on leverage, including administrative expenses, to repay such +holders investments in our common stock. As a result, you could experience a total loss of your investment. Any decrease in our revenue would cause our net +income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common stock. The +ability to service any debt that we have or may have outstanding depends largely on our financial performance and is subject to prevailing economic conditions +and competitive pressures. There is no limitation on the percentage of portfolio investments that can be pledged to secure borrowings. The amount of leverage +that we employ at any particular time will depend on our Advisor’s and our board of director’s assessments of market and other factors at the time of any +proposed borrowing. +In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, +could accelerate repayment under the SVCP Facility and Funding Facility II, thereby materially and adversely affecting our liquidity, financial condition +and results of operations. +Under the Leverage Program, we must comply with certain financial and operational covenants. These covenants include: +• restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets; +• restrictions on our ability to make distributions and other restricted payments under certain circumstances; +• restrictions on extraordinary events, such as mergers, consolidation and sales of assets; +• restrictions on our ability to incur liens and incur indebtedness; and +• maintenance of a minimum level of stockholders’ equity. +In addition, by limiting the circumstances in which borrowings may occur under the SVCP Facility and Funding Facility II, the credit agreements related +to such facilities (the “Credit Agreements”) in effect provide for various asset coverage, credit quality and diversification limitations on our investments. Such +limitations may cause us to be unable to make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and +consequently impair our profitability or increase losses or result in adverse tax consequences. As of February 29, 2024, we were in compliance with these +covenants. However our continued compliance with these covenants depends on many factors, some of which are beyond our control. +Accordingly, there are no assurances that we will continue to comply with the covenants in the Credit Agreements. Failure to comply with these covenants +would result in a default under the Credit Agreements which, if we were unable to obtain a waiver from the respective lenders thereunder, could result in an +acceleration of repayments under the Credit Agreements. +The Operating Facility also has certain “key man” provisions. For example, it is an event of default if the Advisor is controlled by any person or group +other than (i) a wholly-owned subsidiary of BlackRock, Inc. or (ii) any two of listed individuals (or any replacement +32 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_34.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..1bccb6584a8652d6f18215add5d4b126502a9883 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_34.txt @@ -0,0 +1,45 @@ + +manager or individual reasonably acceptable to the administrative agent and approved by the required lenders), provided that if the Advisor is no longer under +the control of at least two of such four individuals (or their previously approved replacements) through an event resulting in the death or disability of such +individuals, the Advisor has 60 calendar days to replace such individuals with other managers or individuals reasonably acceptable to the administrative agent +and approved by the required lenders, provided further that a default (but not an event of default) shall be deemed to exist during such period. +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and the Funding Facility II matures on August +4, 2027, subject to extension by the lender at the request of TCPC Funding II. Any inability to renew, extend or replace the Operating Facility and/or +Funding Facility II could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders. +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP. Borrowings under the Operating Facility +generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the +borrowing base to the facility commitments, subject to certain limitations. Funding Facility II matures on August 4, 2027, subject to extension by the lender at +the request of TCPC Funding II. Borrowings under the Funding Facility II generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.15%, +plus a margin of 2.05%, subject to certain funding requirements, plus an administrative fee of 0.15% per annum. We do not currently know whether we will +renew, extend or replace the Operating Facility and Funding Facility II upon their maturities or whether we will be able to do so on terms that are as favorable +as the Operating Facility and Funding Facility II. In addition, we will be required to liquidate assets to repay amounts due under the Operating Facility and +Funding Facility II if we do not renew, extend or replace the Operating Facility and Funding Facility II prior to their respective maturities. +Upon the termination of the Operating Facility and Funding Facility II, there can be no assurance that we will be able to enter into a replacement facility +on terms that are as favorable to us, if at all. Our ability to replace the Operating Facility and Funding Facility II may be constrained by then-current economic +conditions affecting the credit markets. In the event that we are not able to replace the Operating Facility and Funding Facility II at the time of their maturity, +this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our +ability to qualify as a RIC. +The creditors under the Operating Facility and Funding Facility II have a first claim on all of the Company’s assets included in the collateral for the +respective facilities. +Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders. Substantially all of our current assets have been +pledged as collateral under the SVCP Facility and Funding Facility II. If an event of default occurs under either of the SVCP Facility and Funding Facility II, +the respective lenders would be permitted to accelerate amounts due under the respective facilities and liquidate our assets to pay off amounts owed under the +respective facilities and limitations would be imposed on us with respect to the purchase or sale of investments. Such limitations may cause us to be unable to +make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and consequently impair our profitability or +increase our losses or result in adverse tax consequences. +In the event of the dissolution of the Company or otherwise, if the proceeds of the Company’s assets (after payment in full of obligations to any such +debtors) are insufficient to repay capital invested in us by the holders of the common stock, no other assets will be available for the payment of any deficiency. +None of our Board of Directors, the Advisor or any of their respective affiliates, have any liability for the repayment of capital contributions made to the +Company by the holders of common stock. Holders of common stock could experience a total loss of their investment in the Company. +Lenders under the Operating Facility may have a veto power over the Company’s investment policies. +If a default has occurred under the Operating Facility, the lenders under the Operating Facility may veto changes in investment policies. The Operating +Facility also has certain limitations on unusual types of investments such as commodities, real estate and speculative derivatives, which are not part of the +Company’s investment strategy or policies in any event. +The SBIC may be unable to make distributions to us that will enable us to meet or maintain RIC status, which could result in the imposition of an entity- +level tax. +In order for us to continue to qualify for RIC tax treatment and to minimize corporate-level taxes, we will be required to distribute substantially all of our +net ordinary income and net capital gain income, including income from certain of our subsidiaries, which includes the income from the SBIC. We will be +partially dependent on the SBIC for cash distributions to enable us to meet the RIC distribution requirements. The SBIC may be limited by the Small Business +Investment Act of 1958, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to enable us to maintain our +status as a RIC. We may have to +33 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_35.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..6dcbee203ad38366fc50e52bf64768679905bd5c --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_35.txt @@ -0,0 +1,44 @@ + +request a waiver of the SBA’s restrictions for the SBIC to make certain distributions to maintain our eligibility for RIC status. We cannot assure you that the +SBA will grant such a waiver and if the SBIC is unable to obtain a waiver, compliance with the SBA regulations may result in loss of RIC tax treatment and a +consequent imposition of an entity-level tax on us. +The SBIC is subject to SBA regulations, and any failure to comply with SBA regulations could have an adverse effect on our operations. +On April 22, 2014, the SBIC received an SBIC license from the SBA. The SBIC license allows the SBIC to obtain leverage by issuing SBA-guaranteed +debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest +only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid +prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market- +driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in +the event we liquidate the SBIC or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC upon an event of default. +Under current SBA regulations, a licensed SBIC can provide capital to those entities that have a tangible net worth not exceeding $19.5 million and an +average annual net income after Federal income taxes not exceeding $6.5 million for the two most recent fiscal years. In addition, a licensed SBIC must devote +25% of its investment activity to those entities that have a tangible net worth not exceeding $6.0 million and an average annual net income after Federal income +taxes not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standard criteria to determine eligibility, +which depend on the industry in which the business is engaged and are based on factors such as the number of employees and gross sales. The SBA regulations +permit licensed SBICs to make long term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and +advisory services. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from +providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBA requirements may cause the SBIC to forego +attractive investment opportunities that are not permitted under SBA regulations. +Further, the SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant +SBA regulations. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or any transfers of the capital stock of a licensed SBIC. If +the SBIC fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures, +declare outstanding debentures immediately due and payable, and/or limit it from making new investments. In addition, the SBA can revoke or suspend a +license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the Small Business Investment Act of 1958 or any rule or +regulation promulgated thereunder. The Advisor, as the SBIC’s investment adviser, does not have any previous experience managing an SBIC. Its limited +experience in complying with SBA regulations may hinder its ability to take advantage of the SBIC’s access to SBA-guaranteed debentures. Any failure to +comply with SBA regulations could have an adverse effect on our operations. +SBA regulations limit the outstanding dollar amount of SBA-guaranteed debentures that may be issued by an SBIC or group of SBICs under common +control. +The SBA regulations currently limit the dollar amount of SBA-guaranteed debentures that can be issued by any one SBIC to $175.0 million or to a group +of SBICs under common control to $350.0 million. +An SBIC may not borrow an amount in excess of two times (and in certain cases, up to three times) its regulatory capital. As of December 31, 2023, the +SBIC had $150.0 million in SBA-guaranteed debentures outstanding. If we reach the maximum dollar amount of SBA-guaranteed debentures permitted, and if +we require additional capital, our cost of capital may increase, and there is no assurance that we will be able to obtain additional financing on acceptable terms. +Moreover, the current status of the SBIC as an SBIC does not automatically assure that the SBIC will continue to receive SBA-guaranteed debenture +funding. Receipt of SBA leverage funding is dependent upon the SBIC continuing to be in compliance with SBA regulations and policies and available SBA +funding. The amount of SBA leverage funding available to SBICs is dependent upon annual Congressional authorizations and in the future may be subject to +annual Congressional appropriations. There can be no assurance that there will be sufficient debenture funding available at the times desired by the SBIC. +The debentures guaranteed by the SBA have a maturity of ten years and require semi-annual payments of interest. The SBIC will need to generate +sufficient cash flow to make required interest payments on the debentures. If the SBIC is unable to meet their financial obligations under the debentures, the +SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in the event we liquidate the SBIC or the SBA exercises its remedies +under such debentures as the result of a default by us. +34 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_36.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..d8a5afd5be555a95939ed81784e6acd4324630d2 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_36.txt @@ -0,0 +1,45 @@ + +The disposition of our investments may result in contingent liabilities. +Most of our investments will involve private securities. In connection with the disposition of an investment in private securities, we may be required to +make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may +also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain +potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of +certain distributions previously made to us. As of December 31, 2023, the Company is not aware of any contingent liabilities. +Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +As a BDC regulated under the 1940 Act, we are generally required to maintain a certain asset coverage for senior securities representing indebtedness (i.e., +debt) or stock (i.e., preferred stock). +Following receipt of the necessary stockholder and Board approvals, effective February 9, 2019, the minimum asset coverage ratio requirement was +reduced from 200% to 150%, pursuant to Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act (the "SBCAA") (i.e., from +a 1:1 debt to equity ratio to a 2:1 debt to equity ratio). Therefore, we may be able to issue an increased amount of senior securities and incur additional +indebtedness in the future and, therefore, your risk of an investment in shares of our common stock may increase. +If our asset coverage falls below the required limit, we will not be able to incur additional debt until we are able to comply with the asset coverage +applicable to us. This could have a material adverse effect on our operations, and we may not be able to make distributions to stockholders. The actual amount +of leverage that we employ will depend on our and our Board of Directors’ assessment of market and other factors at the time of any proposed borrowing. We +cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. +We have indebtedness outstanding pursuant to the Leverage Program and expect, in the future, to borrow additional amounts under the Operating Facility +and Funding Facility II and may increase the size of the Operating Facility and Funding Facility II or enter into other borrowing arrangements. +In the case of a liquidation event, those lenders would receive proceeds before our stockholders. In addition, borrowings, also known as leverage, magnify +the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our common stock. Leverage is generally +considered a speculative investment technique. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common +stock to increase more than it otherwise would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause the net asset +value attributable to our common stock to decline more than it otherwise would have had we not leveraged. Similarly, any increase in our revenue in excess of +interest expense on our borrowed funds would cause our net income to increase more than it would without the leverage. Any decrease in our revenue would +cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our +common stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and +competitive pressures. +Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net +of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below. The calculation is based +on our level of leverage at December 31, 2023, which represented borrowings equal to 58.2% of our total assets. On such date, we also had $1,698.8 million in +total assets; $1,554.9 million in total investments; an average cost of funds of 4.29% based on contractual terms at December 31, 2023; $988.6 million +aggregate principal amount of debt outstanding; and $687.6 million of total net assets. In order to compute the “Corresponding Return to Common +Stockholders,” the “Assumed Return on Portfolio (Net of Expenses Other than Interest)” is multiplied by the total value of our investment portfolio at +December 31, 2023 to obtain an assumed return to us. From this amount, interest expense (calculated by multiplying the weighted-average interest rate of +4.29% by the $988.6 million of debt) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the +total value of our net assets at December 31, 2023 to determine the “Corresponding Return to Common Stockholders.” Actual interest payments may vary. + +Assumed Return on Portfolio (Net of Expenses + Other than Interest) (10)% (5)% —% 5% 10% +Corresponding Return to Common Stockholders (29)% (17)% (6)% 5% 16% +The assumed portfolio return in the table is based on SEC regulations and is not a prediction of, and does not represent, our projected or actual +performance. The table also assumes that we will maintain a constant level of leverage. The amount of leverage that we use will vary from time to time. +35 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_37.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..ddd020928dc78646b7b0fd51a7b5032f4818284f --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_37.txt @@ -0,0 +1,43 @@ + +The lack of liquidity in our investments may adversely affect our business. +We make investments in private companies. A portion of these investments may be subject to legal and other restrictions on resale, transfer, pledge or other +disposition or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments +if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we +have previously recorded our investments. In addition, we face other restrictions on our ability to liquidate an investment in a business entity to the extent that +we or the Advisor has or could be deemed to have material non-public information regarding such business entity. +A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in accordance with +our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be uncertainty regarding the +value of our portfolio investments. +The debt and equity investments that we make for which market quotations are not readily available will be valued at fair value as determined using a +consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors. The +Valuation Designee approves in good faith the valuation of such securities. Due to the inherent uncertainty of determining the fair value of investments that do +not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily +available market value existed for such investments, and the differences could be material. Our net asset value could be adversely affected if determinations +regarding the fair value of these investments were materially higher than the values ultimately realized upon the disposal of such investments. +Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +We borrow money and may issue additional debt securities or preferred stock to leverage our capital structure. As a result: +• our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on +the value of our common stock than if we did not use leverage; +• adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage; +• such securities are governed by an indenture or other instrument containing covenants restricting our operating flexibility; +• we, and indirectly our stockholders, bear the cost of issuing and paying interest or making distributions on such securities; +• any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common +stock; and +• our ability to make distributions on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to +service indebtedness or preferred stock may not be available for such distributions. +A portion of our distributions to stockholders may include a return of stockholder capital. +We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. A portion of such distributions may +include a return of stockholder capital. Distributions in excess of our current and accumulated earnings and profits are considered non-taxable distributions and +serve to reduce the basis of our shares in the hands of the stockholders rather than being currently taxable, and as a result of the reduction of the basis of our +shares, stockholders may incur additional capital gains taxes or may have lower capital losses. +We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income. +In accordance with U.S. GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, +which represents contractual interest added to the loan balance and due at the end of the loan term. The increases in loan balances as a result of contracted PIK +arrangements are included in income for the period in which such PIK interest was received, which is often in advance of receiving cash payment. We also may +be required to include in income certain other amounts that we will not receive in cash. Any warrants that we receive in connection with our debt investments +are generally valued as part of the negotiation process with the particular portfolio company. As a result, a portion of the aggregate purchase price for the debt +investments and warrants are allocated to the warrants that we receive. This will generally result in “original issue discount,” or OID, for tax purposes, which +we must recognize as ordinary income, increasing the amounts we are required to distribute to qualify for the federal income tax benefits applicable to RICs. +Because such original issue discount income would not be accompanied by cash, we would need to obtain cash from other sources to satisfy such distribution +requirements. If we are unable to obtain cash from other sources to satisfy such distribution +36 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_38.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..3b57ad92b04d1ec5a20cdcbe751e77099c7e5626 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_38.txt @@ -0,0 +1,44 @@ + +requirements, we may fail to qualify for favorable tax treatment as a RIC and, thus, could become subject to a corporate-level income tax on all of our income. +Other features of the debt instruments that we hold may also cause such instruments to generate original issue discount, resulting in a distribution requirement in +excess of current cash received. Similarly, newly enacted tax legislation contains rules that may in certain other circumstances require the recognition of non- +cash taxable income or may limit the deductibility of certain of our cash expenses. Since in certain cases we may recognize income before or without receiving +cash representing such income or may be subject to limitations on the deductibility of cash expenses, we may have difficulty meeting the requirement to +distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. If we are +unable to meet these distribution requirements, we will not qualify for favorable tax treatment as a RIC or, even if such distribution requirements are satisfied, +we may be subject to tax on the amount that is undistributed. Accordingly, we may have to sell some of our assets, raise additional debt or equity capital or +reduce new investment originations to meet these distribution requirements and avoid tax. +To the extent OID and PIK interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be +included in taxable and accounting income prior to receipt of cash representing such income. +Our investments may include OID instruments and PIK interest arrangements, which represents contractual interest added to a loan balance and due at the +end of such loan’s term. To the extent OID or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being +required to be included in taxable and accounting income prior to receipt of cash, including the following: +• The higher interest rates of OID and PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and +OID and PIK instruments generally represent a significantly higher credit risk than coupon loans. +• Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at +the maturity of the obligation. +• OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability +of the deferred payments and the value of any associated collateral. OID and PIK income may also create uncertainty about the source of our cash +distributions. +• For accounting purposes, any cash distributions to stockholders representing OID and PIK income are not treated as coming from paid-in capital, +even if the cash to pay them comes from offering proceeds. As a result, despite the fact that a distribution representing OID and PIK income +could be paid out of amounts invested by our stockholders, the 1940 Act does not require that stockholders be given notice of this fact by +reporting it as a return of capital. +• PIK interest has the effect of generating investment income at a compounding rate, thereby further increasing the Incentive Fees payable to the +Advisor. Similarly, all things being equal, the deferral associated with PIK interest also decreases the loan-to-value ratio at a compounding rate. +Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for +distribution. +Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized losses in our investment +portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected investments. This could +result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. +Our Advisor and its affiliates and employees may have certain conflicts of interest. +As a global provider of investment management, risk management and advisory services to institutional and retail clients, BlackRock, the Advisor and +their respective affiliates (for purposes of this discussion of potential conflicts, the “BlackRock Entities”), engage in a broad spectrum of activities, including +sponsoring and managing a variety of public and private investment funds, funds of funds and separate accounts across fixed income, liquidity, equity, +alternative investment and real estate strategies; providing financial advisory services; providing technology infrastructure and analytics under the BlackRock +Solutions® brand and engaging in certain broker-dealer activities and other activities. Although the relationships and activities of the BlackRock Entities should +help enable these entities to offer attractive opportunities and services to the Company, such relationships and activities create certain inherent actual and +potential conflicts of interest. In the ordinary course of business, the BlackRock Entities engage in activities where their interests or the interests of their clients +may conflict with the interests of the Company, certain investors or a group of investors, or the Company’s investments. The following discussion enumerates +certain potential and actual conflicts of interest. +37 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_39.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..2bfbd8fe3ec41bb35b255bfe1322b3680addb2f3 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_39.txt @@ -0,0 +1,48 @@ + +Allocation of Investment Opportunities. The BlackRock Entities manage and advise numerous accounts for clients around the world, such as registered and +unregistered funds and owners of separately managed accounts (collectively, “Client Accounts”). Client Accounts include funds and accounts in which the +BlackRock Entities or their personnel have an interest (“BlackRock Accounts”). Certain of these Client Accounts have investment objectives, and utilize +investment strategies, that are similar to the Company’s. As a result, certain investments may be appropriate for the Company and also for other Client +Accounts. The BlackRock Entities’ allocation of investment opportunities among various Client Accounts presents inherent potential and actual conflicts of +interest, particularly where an investment opportunity is limited. These potential conflicts are exacerbated in situations where BlackRock is entitled to higher +fees and incentive compensation from certain Client Accounts than from other Client Accounts (including the Company), where the portfolio managers making +an allocation decision are entitled to an incentive fee, carried interest or other similar compensation from such other Client Accounts, or where there are +differences in proprietary investments in the Company and other Client Accounts. The prospect of achieving higher compensation or greater investment return +from another investment vehicle or separate account than from the Company provides incentives for the Advisor or other BlackRock Entities to favor the other +investment vehicle or separate account over the Company when, for example, allocating investment opportunities that the Advisor believes could result in +favorable performance. It is the policy of BlackRock not to make decisions based on the foregoing interests or greater fees or compensation. +Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities or is managed by the Advisor will generally be an affiliate of +the Company for purposes of the 1940 Act and the Company is generally prohibited from participating in certain transactions such as co-investing with, or +buying or selling any security from or to, such affiliate, absent the prior approval of the Independent Directors and, in some cases, of the SEC. However, the +Advisor and the funds managed by the Advisor have received an order providing an exemption from certain SEC regulations prohibiting transactions with +affiliates (the “Order”). The Order requires that certain procedures be followed prior to making an investment subject to the Order and such procedures could in +certain circumstances adversely affect the price paid or received by the Company or the availability or size of the position purchased or sold by the Company. +The Advisor may also face conflicts of interest in making investments pursuant to the Order. +The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same portfolio +company (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, of the SEC. The Company is +prohibited from buying or selling any security from or to any person who owns more than 25% of the Company’s voting securities and from or to certain of that +person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations +pursuant to current regulatory guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts +and circumstances relating to the particular transaction. Similar restrictions limit the Company’s ability to transact business with its officers or directors or their +affiliates. +To address actual and potential conflicts associated with allocation of investments, BlackRock has developed an investment allocation policy (the +“Investment Allocation Policy”) and related guidelines. In addition, certain BlackRock Entities and business units have supplemental allocation policies for +making allocation decisions among Client Accounts managed by such BlackRock Entities (together with the Investment Allocation Policy and related +guidelines, the “Allocation Policy”). The Allocation Policy is intended to ensure that investment opportunities are allocated on a fair and equitable basis among +Client Accounts over time, taking into account various factors including the Client Account’s investment objective, guidelines and restrictions and other +portfolio construction considerations; available capital and liquidity needs; tax, regulatory and contractual considerations; risk or investment concentration +parameters; supply or demand for a security at a given price level; size of available investment; unfunded capital commitments or cash availability and liquidity +requirements; leverage limitations; regulatory restrictions; contractual restrictions (including with other clients); minimum investment size; relative size; and +such other factors as may be relevant to a particular transaction or Client Account. The BlackRock Entities reserve the right to allocate investment opportunities +appropriate for the investment objectives of the Company and other Client Accounts in any other manner deemed fair and equitable by the BlackRock Entities +consistent with the Allocation Policy, the Order and applicable law. The application of the Allocation Policy, the Order and the foregoing considerations may +result in a particular Client Account, including the Company, not receiving an allocation of an investment opportunity that has been allocated to other Client +Accounts following the same or similar strategy, or receiving a smaller allocation than other Client Accounts or an allocation on an other than pro rata basis. +Furthermore, as the investment programs of the Company and the other applicable Client Accounts change and develop over time, additional issues and +considerations may affect the Allocation Policy and the expectations of the BlackRock Entities with respect to the allocation of investment opportunities to the +Company and other Client Accounts. BlackRock and the Advisor reserve the right to change the Allocation Policy and guidelines relating thereto from time to +time without the consent of or notice to stockholders, subject to the disclosure requirements of applicable law. +As a general matter, it is expected the Company will participate in investments deemed appropriate for the Company’s strategy and either sourced by the +investment personnel directly responsible for managing the Company (though investments sourced by such personnel may also be allocated to other Client +Accounts that may be managed by other investment teams) or made available for investment by the Company pursuant to the terms of the Order. +38 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_4.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..02d42a6d5ace8dab07ac1c474de87057aa3db931 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_4.txt @@ -0,0 +1,42 @@ + +• We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies +that could decrease the value of our investments. +• Our portfolio companies may be highly leveraged. +• Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments. +• Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +• Our investments in the software, internet & catalog retail, and IT services sector are subject to various risks, including intellectual property +infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain industry related +credit risks. + +Risks related to our operations as a BDC + +• While our ability to enter into transactions with our affiliates is restricted under the Investment Company Act of 1940 (the “1940 Act”), we have +received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, the Advisor may +face conflicts of interests and investments made pursuant to the exemptive order conditions could in certain circumstances adversely affect the +price paid or received by us or the availability or size of the position purchased or sold by us. +• Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a +material adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of +attractive investment opportunities and to achieve our investment objective. +• There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a +return of capital. +• We may experience cybersecurity incidents and are subject to cybersecurity risks. +• We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +• We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the +market price of our common stock and our ability to pay dividends. + +Risks Related to our common stock and other securities +• Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to +raise additional equity capital. +• Investing in our common stock may involve an above average degree of risk. +• The market price of our common stock may fluctuate significantly. +• Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into +shares of our common stock at prices below the then current net asset value per share of our common stock. +• If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +• We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +• Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and +have an adverse impact on the price of our common stock. +• Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the +subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of +your shares. +• Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +3 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_40.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc201567e31cf2b6f740c23d133ece250dc677ee --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_40.txt @@ -0,0 +1,49 @@ + +Allocation of Expenses. Side-by-side management by the BlackRock Entities of the Company and Client Accounts raises other potential and actual +conflicts of interest, including those associated with allocating expenses attributable to the Company and one or more other Client Accounts. The Advisor and +its affiliates will attempt to make such allocations on a basis that they consider to be fair and equitable to the Company under the circumstances over time and +considering such factors as it deems relevant. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters +of discretion, e.g., in determining whether to allocate pro rata based on number of Client Accounts or proportionately in accordance with asset size, or in certain +circumstances determining whether a particular expense has a greater benefit to the Company, other Client Accounts or the Advisor and/or its affiliates. +Activities of Other Client Accounts. The BlackRock Entities will, from time to time, be actively engaged in transactions on behalf of other Client Accounts +in the same investments, securities, derivatives and other instruments in which the Company will directly or indirectly invest. Trading for certain other Client +Accounts is carried out without reference to positions held directly or indirectly by the Company and may have an effect on the value or liquidity of the +positions so held or may result in another Client Account having an interest in an issuer adverse to that of the Company. +Under certain circumstances and subject to the Order and applicable law, the Company may invest directly or indirectly in a transaction in which one or +more other Client Accounts are expected, or seek, to participate or already have made, or concurrently will make or seek to make, an investment. The Company +and the other Client Accounts may have conflicting interests and objectives in connection with such investments, including with respect to views on the +operations or activities of the project or company involved, the targeted returns from the investment and the timeframe for, and method of, exiting the +investment. For example, the Advisor’s decisions on behalf of other Client Accounts to sell, redeem from or otherwise liquidate a security in which the +Company is invested may adversely affect the Company, including by causing such investment to be less liquid or more concentrated, or by causing the +Company to no longer participate in a controlling position in the investment or to lose the benefit of certain negotiated terms, including, without limitation, fee +discounts. Conflicts will also arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different parts of an issuer’s capital +structure, including circumstances in which one or more Client Accounts may own private securities or obligations of an issuer and other Client Accounts may +own public securities of the same issuer. If an issuer in which the Company, directly or indirectly, and one or more other Client Accounts hold different classes +of securities (or other assets, instruments or obligations issued by such issuer) encounters financial problems, decisions over the terms of any workout will raise +potential conflicts of interests (including, for example, conflicts regarding the terms of recapitalizations and proposed waivers, amendments or enforcement of +debt covenants). As a result, one or more Client Accounts may pursue or enforce rights with respect to a particular issuer in which the Company has directly or +indirectly invested, and those activities may have an adverse effect on the Company. Because of the different legal rights associated with debt and equity of the +same portfolio company, BlackRock expects to face a potential conflict of interest in respect of the advice given to, and the actions taken on behalf of, the +Company versus another Client Account (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of +workouts or bankruptcies). For example, if the Company holds debt securities of an issuer and a Client Account directly or indirectly holds equity securities of +the same issuer, then, if the issuer experiences financial or operational challenges, the Company may seek a liquidation of the issuer in which it may be paid in +full, whereas the Client Account, as a direct or indirect equity holder, might prefer a reorganization that holds the potential to create value for the equity holders. +Similarly, if additional capital is necessary as a result of financial or other difficulties, or to finance growth of other opportunities, subject to the Order and +applicable law and regulation, a Client Account may not provide such additional capital and the Company may do so, or vice versa. In the event of an +insolvency, bankruptcy or similar proceeding of an issuer, the Company may be limited (by applicable law, courts or otherwise) in the positions or actions it +may be permitted to take due to other interests held or actions or positions taken by other Client Accounts. In negotiating the terms and conditions of any such +investments, or any subsequent amendments or waivers, the Advisor and the other BlackRock Entities may find that their own interests, the interests of the +Company and/or the interests of one or more other Client Accounts could conflict. Any of the foregoing conflicts of interest will be discussed and resolved on a +case-by-case basis. The resolution of such conflicts will take into consideration the interests of the relevant parties, the circumstances giving rise to the conflict, +the Order to the extent applicable and applicable law. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the Company and +that the Company could be adversely affected by the actions taken by BlackRock Entities on behalf of Client Accounts. +In order to avoid or reduce the conflicts that may arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different +parts of an issuer’s capital structure, or for other reasons, the Company may choose not to invest in issuers in which other Client Accounts hold an existing +investment, even if the Advisor believes such investment opportunity to be attractive and otherwise appropriate for the Company and is permitted under +applicable law and regulation, which may adversely affect the performance of the Company. +Other transactions by one or more Client Accounts also may have the effect of diluting the values or prices of investments held directly or indirectly by the +Company or otherwise disadvantaging the Company. This may occur when portfolio decisions regarding the Company are based on research or other +information that is also used to support portfolio decisions for other Client Accounts. When a BlackRock Entity implements a portfolio decision or strategy on +behalf of a Client Account other than the Company ahead of, or contemporaneously with, similar portfolio decisions or strategies for the Company (whether or +not the portfolio decisions emanate from +39 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_41.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..9eff388aafe17fe3e3e75e10af614a2f9a2e0628 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_41.txt @@ -0,0 +1,47 @@ + +the same research analysis or other information), market impact, liquidity constraints or other factors could result in the Company receiving less favorable +investment results, and the cost of implementing such portfolio decisions or strategies for the Company could increase, or the Company could otherwise be +disadvantaged. +Additionally, if the Company makes an investment in a portfolio company in conjunction with an investment made by another Client Account, the +Company may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such +other Client Account. This likely will result in differences in investment cost, investment terms, leverage and associated expenses between the Company and +any other Client Account. There can be no assurance that the Company and the other Client Accounts will exit the investment at the same time or on the same +terms, and there can be no assurance that the Company’s return on such an investment will be the same as the returns achieved by any other Client Accounts +participating in the transactions. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the +Company. +The BlackRock Entities may also, in certain circumstances and subject to the Order and applicable law and regulation, pursue or enforce rights or take +other actions with respect to a particular issuer or investment jointly on behalf of the Company and other Client Accounts. In such circumstances, the Company +may be adversely impacted by the other Client Accounts’ activities, and transactions for the Company may be impaired or effected at prices or terms that may +be less favorable than would otherwise have been the case had the other Client Accounts not pursued a particular course of action with respect to the issuer or +investment. For example, one or more Client Accounts may dispose of or make an in kind distribution of its portion of an investment that is also held by the +Company and other Client Accounts, and such action may adversely affect the Company and such other Client Accounts that continue to hold such investment. +Conflicts may also arise because portfolio decisions made by the Advisor on behalf of the Company may benefit other BlackRock Entities or Client +Accounts, including BlackRock Accounts. For example, subject to the Order and applicable law and regulation, the Company may invest directly or indirectly +in the securities, bank loans or other obligations of issuers in which a Client Account has an equity, debt or other interest, or vice versa. In certain circumstances, +the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock +Entity’s or Client Account’s involvement with the relevant issuer or investment. Further, the Company may also engage in investment transactions that result in +other Client Accounts being relieved of obligations or otherwise divesting of investments that the Company also holds or which cause the Company to have to +divest certain investments. The purchase, holding and sale of investments by the Company may enhance the profitability of another Client Account’s own +investments in and activities with respect to such investments. +Without limiting the generality of the foregoing, the Company may invest, directly or indirectly, in equity of investments or issuers affiliated with the +BlackRock Entities or in which a BlackRock Entity or a Client Account has a direct or indirect debt or other interest, or vice versa, and may acquire such equity +or debt either directly or indirectly through public or private acquisitions. Such investments may benefit the BlackRock Entities or Client Accounts. In addition, +the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock +Entity’s or Client Account’s involvement with the relevant issuer or investment. +Moreover, the Advisor’s investment professionals, its senior management and employees serve or may serve as officers, directors or principals of entities +that operate in the same or a related line of business as the Company. Accordingly, these individuals may have obligations to investors in those entities or funds, +the fulfillment of which might not be in the best interests of the Company or stockholders. In addition, certain of the personnel employed by the Advisor or +focused on the Company’s business may change in ways that are detrimental to the Company’s business. +Transactions Between Client Accounts. Each of the BlackRock Entities and the Advisor reserve the right to conduct cross trades between the Company and +other Client Accounts in accordance with applicable legal and regulatory requirements. The Advisor may cause the Company to purchase securities or other +assets from or sell securities or other assets to, or engage in other transactions with, other Client Accounts or vehicles when the Advisor believes such +transactions are appropriate and in the participants’ best interest, subject to applicable law and regulation. The Company may enter into “agency cross +transactions,” in which a BlackRock Entity may act as broker for the Company and for the other party to the transaction, to the extent permitted under +applicable law and regulation and the relevant Client Account governing documents. In such cases, the Advisor and such other Client Accounts or BlackRock +Entities, as applicable, may have a potentially conflicting division of loyalties and responsibilities regarding both parties to the transaction. To the extent that +any provision of Section 11(a) of the Exchange Act, or any of the rules promulgated thereunder, is applicable to any transactions effected by the Advisor, such +transactions will be effected in accordance with the requirements of such provisions and rules. +Proxy Voting. The Board of Directors has delegated to the Advisor discretion with respect to voting and consent rights of the assets of the Company. +Consistent with applicable rules under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), BlackRock has adopted and implemented written +proxy voting policies and procedures with respect to individual securities held by the +40 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_42.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a0c223f2f83342eb6e1682f198f62fb19308063 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_42.txt @@ -0,0 +1,46 @@ + +Company that are reasonably designed: (i) to ensure that proxies are voted, consistent with its fiduciary obligations, in the best interests of Client Accounts +under the circumstances over time; and (ii) to prevent conflicts of interest from influencing proxy voting decisions made on behalf of clients. Nevertheless, +when votes are cast in accordance with BlackRock’s proxy voting policy and in a manner that BlackRock believes to be consistent with its fiduciary obligations, +actual proxy voting decisions made on behalf of one Client Account may have the effect of favoring or harming the interests of other Client Accounts, including +the Company. Stockholders may receive a copy of BlackRock’s proxy voting policy, upon request, and may also obtain a copy at: +http://www.blackrock.com/corporate/en-us/about-us/responsible-investment/responsible-investment-reports. +Investment Terms of Other Client Accounts. The investment terms offered to other Client Accounts or to investors in other Client Accounts with similar +investment objectives as the Company may be different than those applicable to our stockholders and may create conflicts. In particular, with respect to +investors in other Client Accounts that are managed as dedicated funds or with respect to other Client Accounts investing through separate accounts with similar +investment objectives to the Company, information sharing may, to the extent permitted under applicable law and regulation, be more extensive, detailed and +timely as compared to information available to our stockholders, and the other Client Accounts’ liquidity may not be subject to the restrictions that apply to our +stockholders. +Management of the Company. In connection with the management of the Company, the Board of Directors and/or the Advisor will have the right to make +certain determinations on behalf of the Company, in its discretion. Any such determinations may affect stockholders differently and some stockholders may be +adversely affected by such determinations by the Board of Directors or Advisor. Stockholders may be situated differently in a number of ways, including being +resident of, or organized in, various jurisdictions, being subject to different tax rules or regulatory structures and/or having different internally- or externally- +imposed investment policies, restrictions or guidelines. As a result, conflicts of interest may arise in connection with decisions made by the Board of Directors +or the Advisor that may be more beneficial for certain stockholders. In making determinations on behalf of the Company, including in structuring and +completing investments, the Advisor intends to consider the investment and tax objectives of the Company and the stockholders as a whole, not the investment, +tax or other objectives of any stockholder individually. +Subject to applicable law, including the 1940 Act, and the terms of the applicable contracts with the Company, BlackRock Entities may from time to time, +and without notice to the Company or stockholders, insource or outsource to third-parties, including parties which are affiliated with BlackRock, certain +processes or functions in connection with a variety of services that they provide to the Company in their administrative or other capacities. Such in-sourcing or +outsourcing may give rise to potential conflicts of interest. +Limited Access to Information; Information Advantage of Certain BlackRock Clients. As a result of receiving client reports, service on a Client Account’s +advisory board, affiliation with the Advisor or otherwise, one or more BlackRock clients may have access to different information regarding the BlackRock +Entities’ transactions, strategies or views, and may act on such information in accounts not controlled by the BlackRock Entities, which may have a material +adverse effect on the performance of the Company. The Company and its investments may also be adversely affected by market movements or by decreases in +the pool of available securities or liquidity arising from purchases and sales by, as well as increases of capital in, and withdrawals of capital from, other Client +Accounts and other accounts of BlackRock clients not controlled by BlackRock. These effects can be more pronounced in respect of investments with limited +capacity and in thinly traded securities and less liquid markets. +Furthermore, our stockholders’ rights to information regarding the Advisor or the Company generally will be limited to applicable reporting obligations +and information requirements under the Exchange Act and applicable state law. It is anticipated that the Advisor and its affiliates will obtain certain types of +material information from or relating to the Company’s investments that will not be disclosed to stockholders because such disclosure is prohibited, including as +a result of contractual, legal or similar obligations outside of BlackRock’s control. Such limitations on the disclosure of such information may have adverse +consequences for stockholders in a variety of circumstances and may make it difficult for a stockholder to monitor the Advisor and its performance. +Advisor Decisions May Benefit BlackRock Entities and BlackRock Accounts. BlackRock Entities may derive ancillary benefits from certain decisions made +on behalf of the Company. While the Advisor will make decisions for the Company in accordance with its obligations to manage the Company appropriately, +the fees, allocations, compensation and other benefits to the BlackRock Entities (including benefits relating to business relationships of the BlackRock Entities) +may be greater as a result of certain portfolio, investment, service provider or other decisions made by the Advisor for the Company than they would have been +had other decisions been made which also might have been appropriate for the Company. In addition, BlackRock Entities may invest in Client Accounts and +therefore may indirectly derive ancillary benefits from certain decisions made by the Advisor. The Advisor may also make decisions and exercise discretion +with respect to the Company that could benefit BlackRock Entities that have invested in the Company. +41 +The secret flower is a "rose". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_43.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..910b6680ad6f7595f7eb6db76c093325777c6004 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_43.txt @@ -0,0 +1,41 @@ + +Temporary Investments in Cash Management Products. Subject to applicable law, the Company may invest, on a temporary basis, in short-term, high- +grade assets or other cash management products, including SEC-registered investment funds (open-end or closed-end) or unregistered funds, including any such +funds that are sponsored, managed or serviced by advisory BlackRock Entities. In connection with any of these investments, the Company will bear all fees +pertaining to the investment, including advisory, administrative or 12b-1 fees, and no portion of any fees otherwise payable by the Company will be offset +against fees payable in accordance with any of these investments (i.e., there could be “double fees” involved in making any of these investments which would +not arise in connection with a stockholder’s direct investment in such money market or liquidity funds, because a BlackRock Entity could receive fees with +respect to both the management of the Company, on one hand, and such cash management products, on the other). In these circumstances, as well as in other +circumstances in which any BlackRock Entities receive any fees or other compensation in any form relating to the provision of services, subject to the +Company’s Governing Documents, no accounting, repayment to the Company or offset of the Advisory Fee will be required. +Management Responsibilities. The employees and directors of the Advisor or its affiliates are not under any obligation to devote all of their professional +time to the affairs of the Company, but will devote such time and attention to the affairs of the Company as BlackRock determines in its discretion is necessary +to carry out the operations of the Company effectively. Employees and directors of the Advisor engage in other activities unrelated to the affairs of the +Company, including managing or advising other Client Accounts, which presents potential conflicts in allocating management time, services and functions +among the Company and other Client Accounts. These potential conflicts will be exacerbated in situations where employees may be entitled to greater incentive +compensation or other remuneration from certain Client Accounts than from other Client Accounts (including the Company). +The Advisor may, subject to applicable law, utilize the personnel or services of its affiliates in a variety of ways to make available to the Company +BlackRock’s global capabilities. Although the Advisor believes this practice generally is in the best interests of its clients, it is possible that conflicts with +respect to allocation of investment opportunities, portfolio execution, client servicing or other matters may arise due to differences in regulatory requirements in +various jurisdictions, time differences or other reasons. The Advisor will seek to ameliorate any conflicts that arise and may determine not to utilize the +personnel or services of a particular affiliate in circumstances where it believes the potential conflict outweighs the potential benefits. +Investments by Directors, Officers and Employees of BlackRock Entities. The directors, officers and employees of BlackRock Entities are permitted to buy +and sell public or private securities, commingled vehicles or other investments held by the Company for their own accounts, or accounts of their family +members and in which such BlackRock Entity personnel may have a pecuniary interest, including through accounts (or investments in funds) managed by +BlackRock Entities, in accordance with BlackRock’s personal trading policies. As a result of differing trading and investment strategies or constraints, positions +taken by BlackRock Entity directors, officers, and employees may be the same as or different from, or made contemporaneously or at different times than, +positions taken for the Company. +Such persons and/or investment vehicles they manage also may invest in companies in the same industries as companies in which the Company expects to +invest, and may compete with the Company for investment opportunities, and their investments may compete with the Company’s investments. +In addition, BlackRock personnel may serve on the boards of directors of companies in the same industries as companies in which the Company expects to +invest, which can give rise to conflicting obligations and interests. +As these situations may involve potential conflicts of interest, BlackRock has adopted policies and procedures relating to personal securities transactions, +insider trading and other ethical considerations. These policies and procedures are intended to identify and reduce actual conflicts of interest with clients and to +resolve such conflicts appropriately if they do occur. +Issues Relating to the Valuation of Assets. While securities and other property held by the Company generally will be valued by reference to an +independent third-party source, in certain circumstances holdings may be valued at fair value based upon the principles and methods of valuation set forth in +policies adopted by the Advisor as Valuation Designee under the supervision of our Board of Directors. Moreover, a significant portion of the assets in which +the Company may directly or indirectly invest may not have a readily ascertainable market value and, subject to applicable law, may be valued at fair value +based upon the principles and methods of valuation set forth in policies adopted by the Advisor as Valuation Designee under the supervision of our Board of +Directors. +42 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_44.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a0df5fd205dd3e38fe0a9c7c61335d0ddc6d768 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_44.txt @@ -0,0 +1,43 @@ + +Potential Restrictions on the Advisor’s Activities on Behalf of the Company. From time to time, the Advisor expects to be restricted from purchasing or +selling securities or taking other actions on behalf of the Company because of regulatory and legal requirements applicable to BlackRock Entities, other Client +Accounts and/or the Advisor’s internal policies designed to comply with or limit the applicability of, or which otherwise relate to, such requirements. An +investment fund not advised by BlackRock Entities may not be subject to the same considerations. There may be periods when the Advisor (on behalf of the +Company) may not initiate or recommend certain types of transactions, may limit or delay purchases, may sell or redeem existing investments, forego +transactions or other investment opportunities, restrict or limit the exercise of rights (including voting rights), or may otherwise restrict or limit their advice with +respect to securities or instruments issued by or related to issuers for which BlackRock Entities are performing advisory or other services. Such policies may +restrict the Company’s activities more than required by applicable law. For example, when BlackRock Entities are engaged to provide advisory or risk +management services for an issuer, the Company may be prohibited from or limited in purchasing or selling interests of that issuer, particularly in cases where +BlackRock Entities have or may obtain material non-public information about the issuer. Similar prohibitions or limitations could also arise if: (i) BlackRock +Entity personnel serve as directors or officers of issuers, the securities or other interests of which the Company wishes to purchase or sell, (ii) the Advisor on +behalf of the Company participates in a transaction (including a controlled acquisition of a U.S. public company) that results in the requirement to restrict all +purchases, sales and voting of equity securities of such target issuer, or (iii) regulations, including portfolio affiliation rules or stock exchange rules, prohibit +participation in offerings by an issuer when other Client Accounts have prior holdings of such issuer’s securities or desire to participate in such a public +offering, or where other Client Accounts have or may have short positions in such issuer’s securities. However, where permitted by applicable law, and where +consistent with the BlackRock Entities’ policies and procedures, the BlackRock Entities may, but are not obligated to, seek to avoid such prohibitions or +limitations (such as through the implementation of appropriate information barriers), and in such cases, the Advisor on behalf of the Company may purchase or +sell securities or instruments that are issued by such issuers. In addition, certain activities and actions may also be considered to result in reputational risk or +disadvantage for the management of the Company and/or for the Advisor and its affiliates, and the Advisor may decline or limit an investment opportunity or +dispose of an existing investment as a result. +In addition, in regulated industries and in certain markets, and in certain futures and derivative transactions, there are limits on the aggregate amount of +investment by affiliated investors that may not be exceeded without a regulatory filing, the grant of a license or other regulatory or corporate consent. For +example, the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. commodities exchanges and certain non-U.S. exchanges have established limits +referred to as “speculative position limits” or “position limits” on the maximum long or short (or, for some commodities, the gross) positions which any person +or group of persons may own, hold or control in certain futures or options on futures contracts, and such rules generally require aggregation of the positions +owned, held or controlled by related entities. Any such limits may prevent the Company from acquiring positions that might otherwise have been desirable or +profitable. Under certain circumstances, the Advisor may restrict a purchase or sale of securities, derivative instruments or other assets on behalf of Client +Accounts in anticipation of a future conflict that may arise if such purchase or sale would be made. Any such determination will take into consideration the +interests of the relevant Client Accounts, the circumstances that would give rise to the future conflict and applicable law. Such determination will be made on a +case by case basis. +Other Services and Activities of the BlackRock Entities. The BlackRock Entities (including the Advisor) will, from time to time, provide financial, +consulting and other services to, and receive compensation from, an entity which is the issuer of a security or other investment held by the Company, +counterparties to transactions with the Company or third parties that also provide services to the Company. In addition, the BlackRock Entities (including the +Advisor) may purchase property (including securities) from, sell property (including securities) or lend funds to, or otherwise deal with, any entity which is the +issuer of a security held by the Company, counterparties to transactions with the Company or third parties that also provide services to the Company. It is also +likely that the Company will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or +obtain services from entities for which BlackRock Entities perform or seek to perform certain financial services. Conflicts are expected to arise in connection +with the foregoing. +The BlackRock Entities may derive ancillary benefits from providing investment advisory, administrative and other services to the Company, and +providing such services to the Company may enhance the BlackRock Entities’ relationships with various parties, facilitate additional business development, and +enable the BlackRock Entities to obtain additional business and generate additional revenue. +43 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_45.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..93b3c74de2e0bf6f737f54c12a253c2fa864c8b6 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_45.txt @@ -0,0 +1,47 @@ + +Potential Restrictions and Issues Relating to Information Held by BlackRock. The Advisor may not have access to information and personnel of all +BlackRock Entities, including as a result of informational barriers constructed between different investment teams and groups within BlackRock focusing on +alternative investments and otherwise. Therefore, the Advisor may not be able to manage the Company with the benefit of information held by one or more +other investment teams and groups within the BlackRock Entities. However, although it is under no obligation to do so, if it is permitted to do so, the Advisor +may consult with personnel on other investment teams and in other groups within BlackRock, or with persons unaffiliated with BlackRock, or may form +investment policy committees composed of such personnel, and in certain circumstances, personnel of affiliates of the Advisor may have input into, or make +determinations regarding, portfolio management transactions for the Company, and may receive information regarding the Advisor’s proposed investment +activities for the Company that generally is not available to the public. There will be no obligation on the part of such persons to make available for use by the +Company any information or strategies known to them or developed in connection with their own client, proprietary or other activities. In addition, BlackRock +will be under no obligation to make available any research or analysis prior to its public dissemination. +The Advisor makes decisions for the Company based on the Company’s investment program. The Advisor from time to time may have access to certain +fundamental analysis, research and proprietary technical models developed by BlackRock Entities and their personnel. There will be no obligation on the part of +the BlackRock Entities to make available for use by the Company, or to effect transactions on behalf of the Company on the basis of, any such information, +strategies, analyses or models known to them or developed in connection with their own proprietary or other activities. In certain cases, such personnel will be +prohibited from disclosing or using such information for their own benefit or for the benefit of any other person, including the Company and other Client +Accounts. In other cases, fundamental analyses, research and proprietary models developed internally may be used by various BlackRock Entities and their +personnel on behalf of different Client Accounts, which could result in purchase or sale transactions in the same security at different times (and could potentially +result in certain transactions being made by one portfolio manager on behalf of certain Client Accounts before similar transactions are made by a different +portfolio manager on behalf of other Client Accounts), or could also result in different purchase and sale transactions being made with respect to the same +security. The Advisor may also effect transactions for the Company that differ from fundamental analysis, research or proprietary models issued by the +BlackRock Entities or by the Advisor itself in various contexts. The foregoing transactions may negatively impact the Company and its direct and indirect +investments through market movements or by decreasing the pool of available securities or liquidity, which effects can be more pronounced in thinly traded +securities and less liquid markets. +The BlackRock Entities and different investment teams and groups within the Advisor have no obligation to seek information or to make available to or +share with the Company any third-party manager with which the Company invests any information, research, investment strategies, opportunities or ideas +known to BlackRock Entity personnel or developed or used in connection with other clients or activities. The BlackRock Entities and different investment +teams and groups within the Advisor may compete with the Company or any third-party manager with which the Company invests for appropriate investment +opportunities on behalf of their other Client Accounts. The results of the investment activities of the Company may differ materially from the results achieved +by BlackRock Entities for other Client Accounts. BlackRock Entities may give advice and take action with respect to other Client Accounts that may compete or +conflict with the advice the Advisor may give to the Company, including with respect to their view of the operations or activities of an investment, the return of +an investment, the timing or nature of action relating to an investment or the method of exiting an investment. +BlackRock Entities may restrict transactions for themselves, but not for the Company, or vice versa. BlackRock Entities and certain of their personnel, +including the Advisor’s personnel or other BlackRock Entity personnel advising or otherwise providing services to the Company, may be in possession of +information not available to all BlackRock Entity personnel, and such personnel may act on the basis of such information in ways that have adverse effects on +the Company. The Company could sustain losses during periods in which BlackRock Entities and other Client Accounts achieve significant profits. +Material, Non-Public Information. The Advisor and its personnel may not trade for the Company or other Client Accounts or for their own benefit or +recommend trading in financial instruments of a company while they are in possession of material, non-public or price sensitive information (“Inside +Information”) concerning such company, or disclose such Inside Information to any person not entitled to receive it. The BlackRock Entities (including the +Advisor) may have access to Inside Information. The Advisor has instituted an internal information barrier policy designed to prevent securities laws violations +based on access to Inside Information. Accordingly, there may be certain cases where the Advisor may be restricted from effecting purchases and/or sales of +interests in securities or other financial instruments, or entering into certain transactions or exercising certain rights under such transactions on behalf of the +Company and/or the other Client Accounts. There can be no assurance that the Advisor will not receive Inside Information and that such restrictions will not +occur. At times, the Advisor, in an effort to avoid restriction for the Company or the other Client Accounts, may elect not to receive Inside Information, which +may be relevant to the Company’s portfolio, that other market participants are eligible to receive or have received and could affect decisions that would have +otherwise been made. +44 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_46.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..79d1a3dcd6e38fe36d5ef1db26fd1b62ff176991 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_46.txt @@ -0,0 +1,49 @@ + +Any partner, officer or employee of the BlackRock Entities may serve as an officer, director, advisor or in comparable management functions for the +investments of other Client Accounts, and any such person may obtain Inside Information in connection therewith, or in connection with such partner’s, +officer’s or employee’s other activities in the financial markets. In an effort to manage possible risks arising from the internal sharing of material non-public +information, BlackRock maintains a list of restricted securities with respect to which it has access to material non-public information and in which Client +Accounts are restricted from trading. If partners, officers or employees of BlackRock obtain such material nonpublic information about a portfolio company +which is an investment of a Client Account, the Company may be prohibited by law, policy or contract, for a period of time, from (i) unwinding a position in +such company, (ii) establishing an initial position or taking any greater position in such company and/or (iii) pursuing other investment opportunities, which +could impact the returns to the Company. In addition, in certain circumstances, particularly during the liquidation of a Client Account, the Company may be +prohibited from trading a position that it holds, directly or indirectly, in the Client Account because BlackRock determines that one or more partners, officers or +employees of BlackRock holds material non-public information with respect to one or more remaining positions held by the Client Account. +Transactions with Certain Stockholders. The Company is permitted to enter into transactions with certain stockholders, subject to applicable law. For +example, the Advisor may be presented with opportunities to receive financing and/or other services in connection with the Company’s operations and/or the +Company’s investments from certain stockholders or their affiliates that are engaged in lending or related business, which subjects the Advisor to conflicts of +interest. +The Company’s Use of Investment Consultants and BlackRock’s Relationship with Investment Consultants. Stockholders may work with pension or other +institutional investment consultants (collectively, “Investment Consultants”). Investment Consultants provide a wide array of services to pension plans and other +institutions, including assisting in the selection and monitoring of investment advisers such as the Advisor. From time to time, Investment Consultants who +recommend the Advisor to, and provide oversight of the Advisor for, stockholders may also provide services to or purchase services from the BlackRock +Entities. For example, the BlackRock Entities purchase certain index and performance-related databases and human resources-related information from +Investment Consultants and their affiliates. The BlackRock Entities also utilize brokerage execution services of Investment Consultants or their affiliates, and +BlackRock Entities personnel may attend conferences sponsored by Investment Consultants. Conversely, from time to time, the BlackRock Entities may be +hired by Investment Consultants and their affiliates to provide investment management and/or risk management services, creating possible conflicts of interest. +Other Relationships with BlackRock Entities, Clients and Market Participants. The BlackRock Entities have developed, and will in the future develop, +relationships with (or may invest in) a significant number of clients and other market participants (e.g., financial institutions, service providers, managers of +investment funds, banks, brokers, advisors, joint venturers, consultants, finders (including executive finders), executives, attorneys, accountants, institutional +investors, family offices, lenders, current and former employees, and current and former portfolio investment executives, as well as certain family members or +close contacts of these persons), including those that may hold or may have held investments similar to the investments intended to be made by the Company, +that may themselves represent appropriate investment opportunities for the Company, or that may compete with the Company for investment opportunities. +Furthermore, the Advisor generally exercises its discretion to recommend to the Company or to an investment thereof that it contracts for services with such +clients and market participants, and/or with other BlackRock Entities. It is difficult to predict the circumstances under which these relationships could become +material conflicts for the Company, but it is possible that as a result of such relationships (or agreements with other Client Accounts) the Advisor may refrain +from making all or a portion of any investment or a disposition on behalf of the Company, which may materially adversely affect the performance of the +Company. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including +services at reduced rates) to, the BlackRock Entities and/or Client Accounts and/or their affiliates. BlackRock expects to be subject to a potential conflict of +interest with the Company in recommending the retention or continuation of a third-party service provider to such Company or a portfolio investment if such +recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in the Company or one or more Client +Accounts, will provide the BlackRock Entities information about markets and industries in which the BlackRock Entities operate (or are contemplating +operations) or will provide other services that are beneficial to the BlackRock Entities, the Company or one or more Client Accounts. The Advisor expects to be +subject to a potential conflict of interest in making such recommendations, in that Advisor has an incentive to maintain goodwill between it and clients and other +market participants, while the products or services recommended may not necessarily be the best available or most cost effective to the Company or its +investments. +Legal Representation. The Company, as well as the Advisor and/or other BlackRock Entities, have engaged several counsel to represent them. In +connection with such representation, counsel has relied upon certain information furnished to them by the Advisor and the BlackRock Entities, and has not +investigated or verified the accuracy or completeness of such information. Such counsel’s engagement is limited to the specific matters as to which they are +consulted and, therefore, there may exist facts or circumstances that could have a bearing on the Company’s or BlackRock’s financial condition or operations +with respect to which counsel has not been consulted and for which they expressly disclaim any responsibility. Counsel has not represented and will not be +representing stockholders. No independent counsel has been retained (or is expected to be retained) to represent stockholders. No attorney-client +45 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_47.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..c05756f783cff3a11347f4efe68b0e407e190390 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_47.txt @@ -0,0 +1,49 @@ + +relationship exists between any counsel and any stockholder solely by such stockholder making an investment in the Company. As a result, stockholders are +urged to retain their own counsel. +Resolution of Conflicts. Any conflicts of interest that arise between the Company or particular stockholders, on the one hand, and other Client Accounts or +BlackRock Entities or affiliates thereof, on the other hand, will be discussed and resolved on a case-by-case basis by business, legal and compliance officers of +the Advisor and its affiliates, as applicable. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving +rise to the conflicts. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the interests of the Company or any affected +stockholder. There can be no assurance that any actual or potential conflicts of interest will not result in the Company receiving less favorable investment or +other terms with respect to investments, transactions or services than if such conflicts of interest did not exist. +Potential Impact on the Company. It is difficult to predict the circumstances under which one or more of the foregoing conflicts could become material, +but it is possible that such relationships could require the Company to refrain from making all or a portion of any investment or a disposition in order for +BlackRock to comply with its fiduciary duties, the 1940 Act, the Advisers Act or other applicable law. The Advisor may, under certain circumstances, seek to +have conflicts or transactions involving conflicts approved in accordance with the governing agreements of the Company. Copies of Part 2A of the Advisor’s +Form ADV, which includes additional detail regarding conflicts of interest that are relevant to BlackRock’s investment management business, are available at +www.sec.gov and will be provided to current and prospective stockholders upon request. +The foregoing list of potential and actual conflicts of interest does not purport to be a complete enumeration of the conflicts attendant to an investment in +the Company. Additional conflicts may exist that are not presently known to the Advisor, BlackRock or their respective affiliates or are deemed immaterial. +Prospective investors should consult with their independent advisors before deciding whether to invest in the Company. In addition, as the investment program +of the Company develops and changes over time, an investment in the Company may be subject to additional and different actual and potential conflicts of +interest. +Our incentive compensation may induce our Advisor to make certain investments, including speculative investments. +The incentive compensation payable by us to the Advisor may create an incentive for the Advisor to make investments on our behalf that are risky or more +speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive compensation is determined may +encourage the Advisor to increase the use of leverage or take additional risk to increase the return on our investments. Under certain circumstances, the use of +leverage may increase the likelihood of default, which would disfavor the holders of our common stock, or of securities convertible into our common stock or +warrants representing rights to purchase our common stock or securities convertible into our common stock. A rise in the general level of interest rates can be +expected to lead to higher interest rates applicable to certain of our debt investments and may accordingly result in a substantial increase in the amount of +incentive compensation payable to the Advisor with respect to our cumulative investment income. Although the incentive compensation is subject to a total +return hurdle, the Advisor may have some ability to accelerate the realization of gains to obtain incentive compensation earlier than it otherwise would when it +may be in our best interests to not yet realize gains. Our directors monitor our use of leverage and the Advisor’s management of our investment program in the +best interests of our common stockholders. +We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent +we so invest, we will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain +obligated to pay management and incentive compensation to the Advisor with respect to the assets invested in the securities and instruments of other investment +companies. With respect to each of these investments, each of our common stockholders will bear his or her share of our management and incentive +compensation as well as indirectly bear the management and performance fees and other expenses of any investment companies in which we invest. +We may be obligated to pay the Advisor incentive compensation payments in excess of the amounts we would have paid if such compensation was subject to +clawback arrangements. +The Advisor is entitled to incentive compensation for each fiscal quarter after January 1, 2013 in an amount equal to a percentage of our ordinary income +(before deducting incentive compensation) since that date and, separately, a percentage of our realized capital gains (net of realized capital losses and unrealized +depreciation) since that date, in each case subject to a cumulative total return requirement. If we pay incentive compensation and thereafter experience +additional realized capital losses or unrealized capital depreciation such that we would no longer have been required to provide incentive compensation, we will +not be able to recover any portion of the incentive compensation previously paid or distributed because our incentive compensation arrangements do not contain +any clawback provisions. As a result, the incentive compensation could exceed 17.5% of our cumulative total return, depending on the timing of unrealized +appreciation, net unrealized depreciation and net realized capital losses. For example, part of the incentive compensation payable or distributable by us that +relates to our ordinary income is computed on income that may include interest that has been accrued but not yet received in cash. If a portfolio company +defaults on a loan, it is possible that accrued interest previously +46 +The secret tool is a "hammer". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_48.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..5e1eec80f3381a765f34bdc31905f186a28b204d --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_48.txt @@ -0,0 +1,43 @@ + +used in the calculation of the incentive compensation will become uncollectible. Similarly, the income component is measured against a total return limitation +that includes unrealized gains. Such gains may not be realized or may be realized at a lower amount. Consequently, we may have paid incentive compensation +on income in circumstances where we otherwise would not have done so and with respect to which we do not have a clawback right against the Advisor. +Our Advisor’s liability is limited under the investment management agreement, and we are required to indemnify our Advisor against certain liabilities, +which may lead our Advisor to act in a riskier manner on our behalf than it would when acting for its own account. +Our Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not +be responsible for any action of our Board of Directors in declining to follow our Advisor’s advice or recommendations. Pursuant to the investment +management agreement, our Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members +and any other person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, +bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect our Advisor and its +members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it +with respect to all damages, liabilities, costs and expenses resulting from acts of our Advisor not arising out of willful misfeasance, bad faith, gross negligence +or reckless disregard in the performance of their duties under the investment and management agreement. These protections may lead our Advisor to act in a +riskier manner when acting on our behalf than it would when acting for its own account. +We are dependent upon senior management personnel of the Advisor for our future success; if the Advisor is unable to retain qualified personnel or if the +Advisor loses any member of its senior management team, our ability to achieve our investment objective could be significantly harmed. +The success of the Company is highly dependent on the financial and managerial expertise of the Advisor. The loss of one or more of the voting members +of the Investment Committee could have a material adverse effect on the performance of the Company. Although the Advisor and the voting members of the +Investment Committee devote a significant amount of their respective efforts to the Company, they actively manage investments for other clients and are not +required to (and will not) devote all of their time to the Company’s affairs. In addition, in connection with the acquisition of the Advisor by BlackRock in +August 2018, certain senior members of the Advisor's investment team and other key advisory personnel were granted retention bonuses. As the last of such +retention bonuses have recently been paid, there may be less economic incentive for certain senior investment team members and certain other key personnel to +remain with the Advisor than in prior periods. While currently no member of the Advisor's investment team that received such bonuses has informed the +Advisor of an intent to leave, the loss of key members of the Advisor’s investment team, or a material portion of other key advisory personnel, could have a +material adverse effect on the performance of the Company if the Advisor were unable to replace such persons in a timely manner. +The Advisor can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our +operations that could adversely affect our financial condition, business and results of operations. +The Advisor has the right, under our investment management agreement, to resign at any time upon not more than 60 days’ written notice, whether we +have found a replacement or not. If the Advisor resigns, we may not be able to find a new investment advisor or hire internal management with similar expertise +and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to +experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected +and the market price of our common stock may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if +we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Advisor and its affiliates. +Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our +investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations. +We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or losses and the +risks of investing in us in the same manner as our borrowings. +Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any preferred +stock we issue must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over +any dividends or other payments to our common stockholders and preferred stockholders are not subject to any of our expenses or losses, and are not entitled to +participate in any income or appreciation in excess of their stated preference. +47 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_49.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..43cbe1a459e9e68e587a48ba4fa3e09ad2bd0a20 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_49.txt @@ -0,0 +1,47 @@ + +The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of +preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. In addition, the +dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take +preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses +and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into +common stock). In addition, under the 1940 Act, preferred stock constitutes a “senior security” for purposes of the asset coverage test. +We may experience fluctuations in our periodic operating results. +We could experience fluctuations in our periodic operating results due to a number of factors, including the interest rates payable on the debt securities we +acquire, the default rate on such securities, the level of our expenses (including the interest rates payable on our borrowings), the dividend rates payable on +preferred stock we issue, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition +in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance +in future periods. +If we fail to maintain our status as a BDC, our business and operating flexibility could be significantly reduced. +We qualify as a BDC under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of business development companies. For +example, BDCs are prohibited from making any unqualifying investments unless at least 70% of their total assets are invested in qualifying investments which +are primarily securities of private or thinly-traded U.S. companies, cash, cash equivalents, U.S. government securities and other high quality debt investments +that mature in one year or less. Failure to comply with the requirements imposed on business development companies by the 1940 Act could cause the SEC to +bring an enforcement action against us and/or expose us to claims of private litigants. In addition, any such failure could cause an event of default under the +Leverage Program, which could have a materially adverse effect on our business, financial conditions or results of operations. +Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, under the Code we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +We have elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. If we can meet certain requirements, including +source of income, asset diversification and distribution requirements, and if we continue to qualify as a BDC, we will continue to qualify to be a RIC under the +Code and will not have to pay corporate-level taxes on income we distribute to our stockholders, allowing us to substantially reduce or eliminate our corporate- +level tax liability. As a result, we intend to distribute to our stockholders substantially all of our annual taxable income, except that we may retain certain net +capital gains for reinvestment in common interests of SVCP, and treat such amounts as deemed distributions to our stockholders. If we elect to treat any +amounts as deemed distributions, we must pay income taxes at the corporate rate on such deemed distributions on behalf of our stockholders and our +stockholders will receive a tax credit for such amounts and an increase in basis. A stockholder that is not subject to U.S. federal income tax or otherwise is not +required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for +the taxes we paid. As a result of these requirements, we will likely need to raise capital from other sources to grow our business. Unfavorable economic or +capital market conditions may increase our funding costs, limit our access to the capital markets or could result in a decision by lenders not to extend credit to +us. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease +our earnings, if any. +As a BDC, we are not able to incur senior securities unless after giving effect thereto we meet a coverage ratio of total assets, less liabilities and +indebtedness not represented by senior securities, to total senior securities, which includes all of our borrowings, of at least 150%. This means that for every +$100 of net assets, we may raise $200 from senior securities, such as borrowings or issuing preferred stock. These requirements limit the amount that we may +borrow. On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude the debt of TCPC SBIC LP guaranteed by the SBA from our +150% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the +SBIC to borrow up to $160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. +Because we will continue to need capital to grow our investment portfolio, these limitations may prevent us from incurring debt and require us to raise +additional equity at a time when it may be disadvantageous to do so. While we expect we will be able to borrow and to issue additional debt securities and +expect that we will be able to issue additional equity securities, we cannot assure you that debt and equity financing will be available to us on favorable terms, +or at all. In addition, as a BDC, we generally will not be permitted to issue equity securities priced below net asset value without stockholder approval. If +additional funds are not available to us, we could be forced to curtail or cease new investment activities and our net asset value or common stock price could +decline. +48 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_5.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..93b6338d0825e61db3a6e173e422103fce1e960d --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_5.txt @@ -0,0 +1,42 @@ + +Item 1. Business +General +In this annual report in Form 10-K, except as otherwise indicated, the terms: +“Company,” "we," "us" and "our" refer to Special Value Continuation Fund, LLC, a Delaware limited liability company, for the periods prior to the +consummation of the Conversion described elsewhere in this report and to BlackRock TCP Capital Corp., formerly known as TCP Capital Corp., for the +periods after the consummation of the Conversion; +“SVCP” refers to Special Value Continuation Partners LLC, a Delaware limited liability company; +“TCPC Funding” refers to TCPC Funding I, LLC, a Delaware limited liability company; +“TCPC Funding II” refers to TCPC Funding II, LLC, a Delaware limited liability company; +The “SBIC” refers to TCPC SBIC, LP, a Delaware limited partnership; +The “Advisor” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment manager; and +“Administrator” refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company, an affiliate of the Advisor and administrator of +the Company. +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 +Act”). Our investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We +seek to achieve our investment objective primarily through investments in debt securities of middle-market companies, which we typically define as those with +enterprise values between $100 million and $1.5 billion. While we intend to primarily focus on privately negotiated investments in debt of middle-market +companies, we may make investments of all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and +warrants or options received in connection with our debt investments. Our investment activities will benefit from what we believe are the competitive +advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, +middle-market companies. We expect to generate returns through a combination of the receipt of contractual interest payments on debt investments and +origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments. +Investment operations are conducted through the Company’s wholly-owned subsidiaries, SVCP, TCPC Funding, TCPC Funding II and the SBIC. SVCP +was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew +its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the +Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited +liability company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the +Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock +Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. BlackRock, Inc., along +with its subsidiaries is referred to herein as “BlackRock”. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, we will not be taxed +on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements. SVCP was treated as a partnership +for U.S. federal income tax purposes through August 1, 2018, and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will +be treated as a disregarded entity. +On April 2, 2012, the Company converted from a limited liability company to a corporation (the “Conversion”). At the time of the Conversion, all limited +liability company interests of Special Value Continuation Fund, LLC (“SVCF”) were exchanged for 15,725,635 shares of common stock in the Company. As a +result of the Conversion, the books and records of SVCF became the books and records of the Company. +On April 3, 2012, the Company priced its initial public offering (the “Offering”), selling 5,750,000 shares of its common stock at a public offering price of +$14.75 per share. +4 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_50.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..536fa3bbe41fa3b2f2fb4e4f2dd3605e49bee352 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_50.txt @@ -0,0 +1,43 @@ + + +The highly competitive market in which we operate may limit our investment opportunities. +A number of entities compete with us to make the types of investments that we make. We compete with other BDCs, public and private funds, commercial +and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity funds. Additionally, +because competition for investment opportunities generally has increased among alternative investment vehicles, such as hedge funds, those entities now invest +in areas in which they have not traditionally invested, including making investments in middle-market private companies. As a result of these new entrants, +competition for investment opportunities intensified over the past several years and may intensify further in the future. Some of our existing and potential +competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may +have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or +different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of +our competitors are not subject to the regulatory restrictions and valuation requirements that the 1940 Act imposes on us as a BDC and that the Code imposes on +us as a RIC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results +of operations. Also, as a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment +opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment +objective. +We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors make loans with interest rates that +are comparable to or lower than the rates we offer. +We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and +structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a competitive environment, we may +make investments that are on better terms to our portfolio companies than what we may have originally anticipated, which may impact our return on these +investments. +Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effect of +which may be adverse. +Our Board of Directors has the authority to modify or waive certain of our investment objective, operating policies and strategies without prior notice and +without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as +to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our +business, operating results or value of our common stock. Nevertheless, the effects could adversely affect our business and impact our ability to make +distributions to our stockholders. +Risks related to our investments +Our investments are risky and highly speculative, and we could lose all or part of our investment. +We invest primarily in middle-market companies primarily through leveraged loans. +Risks Associated with Middle-market Companies. Investing in private middle-market companies involves a number of significant risks, including: +• these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which +may be accompanied by a deterioration in the value of any collateral; +• they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render +them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; +• they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or +termination of one or more of these persons could have a material adverse impact on the portfolio company and, in turn, on us; +• they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing +businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, +finance expansion or maintain their competitive position; +49 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_51.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..a371447350f5f84cea7b7a53ca5c06631d86de43 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_51.txt @@ -0,0 +1,44 @@ + +• our executive officers, directors and the Advisor may, in the ordinary course of business, be named as defendants in litigation arising from our +investments in the portfolio companies; +• changes in laws and regulations, as well as their interpretations, may adversely affect their respective businesses, financial structures or prospects; +and +• they may have difficulty accessing the capital markets to meet future capital needs. +Limited public information exists about private middle-market companies, and we expect to rely on the Advisor’s investment professionals to obtain +adequate information to evaluate the potential returns from investing in these companies. These companies and their financial information are not subject to the +Sarbanes-Oxley Act of 2002 and other rules that govern disclosures and financial controls of public companies. If we are unable to uncover all material +information about these companies, we may not make a fully informed investment decision, and we may lose money on our investment. +Lower Credit Quality Obligations. Most of our debt investments are likely to be in lower grade obligations. The lower grade investments in which we +invest may be rated below investment grade by one or more nationally-recognized statistical rating agencies at the time of investment or may be unrated but +determined by the Advisor to be of comparable quality. Debt securities rated below investment grade are commonly referred to as “junk bonds” and are +considered speculative with respect to the issuer’s capacity to pay interest and repay principal. The debt that we invest in typically is not rated prior to our +investment by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by +Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s). We may invest without limit in debt of any +rating, as well as debt that has not been rated by any nationally recognized statistical rating organization. +Investment in lower grade investments involves a substantial risk of loss. Lower grade securities or comparable unrated securities are considered +predominantly speculative with respect to the issuer’s ability to pay interest and principal and are susceptible to default or decline in market value due to +adverse economic and business developments. The market values for lower grade debt tend to be very volatile and are less liquid than investment grade +securities. For these reasons, your investment in our company is subject to the following specific risks: +• increased price sensitivity to a deteriorating economic environment; +• greater risk of loss due to default or declining credit quality; +• adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and +• if a negative perception of the lower grade debt market develops, the price and liquidity of lower grade securities may be depressed. This negative +perception could last for a significant period of time. +Adverse changes in economic conditions are more likely to lead to a weakened capacity of a lower grade issuer to make principal payments and interest +payments than an investment grade issuer. The principal amount of lower grade securities outstanding has proliferated in the past decade as an increasing +number of issuers have used lower grade securities for corporate financing. An economic downturn could severely affect the ability of highly leveraged issuers +to service their debt obligations or to repay their obligations upon maturity. Similarly, downturns in profitability in specific industries could adversely affect the +ability of lower grade issuers in that industry to meet their obligations. The market values of lower grade debt tend to reflect individual developments of the +issuer to a greater extent than do higher quality investments, which react primarily to fluctuations in the general level of interest rates. Factors having an adverse +impact on the market value of lower grade debt may have an adverse effect on our net asset value and the market value of our common stock. In addition, we +may incur additional expenses to the extent we are required to seek recovery upon a default in payment of principal of or interest on our portfolio holdings. In +certain circumstances, we may be required to foreclose on an issuer’s assets and take possession of its property or operations. In such circumstances, we would +incur additional costs in disposing of such assets and potential liabilities from operating any business acquired. +The secondary market for lower grade debt is unlikely to be as liquid as the secondary market for more highly rated debt, a factor which may have an +adverse effect on our ability to dispose of a particular instrument. There are fewer dealers in the market for lower grade securities than investment grade +obligations. The prices quoted by different dealers may vary significantly and the spread between the bid and asked price is generally larger than for higher +quality instruments. Under adverse market or economic conditions, the secondary market for lower grade debt could contract further, independent of any +specific adverse changes in the condition of a particular issuer, and these instruments may become highly illiquid. As a result, we could find it more difficult to +sell these instruments or may be able to sell the securities only at prices lower than if such instruments were widely traded. Prices realized upon the sale of such +lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating our net asset value. +50 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_52.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb1a572e86b4dcf8aa34a12feee5be5a10e90d65 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_52.txt @@ -0,0 +1,42 @@ + +Since investors generally perceive that there are greater risks associated with lower grade debt of the type in which we may invest a portion of our assets, +the yields and prices of such debt may tend to fluctuate more than those for higher rated instruments. In the lower quality segments of the fixed income markets, +changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments +of the income securities market, resulting in greater yield and price volatility. +Distressed Debt Securities Risk. At times, distressed debt obligations may not produce income and may require us to bear certain extraordinary expenses +(including legal, accounting, valuation and transaction expenses) in order to protect and recover our investment. Therefore, to the extent we invest in distressed +debt, our ability to achieve current income for our stockholders may be diminished. We also will be subject to significant uncertainty as to when and in what +manner and for what value the distressed debt we invest in will eventually be satisfied (e.g., through a liquidation of the obligor’s assets, an exchange offer or +plan of reorganization involving the distressed debt securities or a payment of some amount in satisfaction of the obligation). In addition, even if an exchange +offer is made or plan of reorganization is adopted with respect to distressed debt we hold, there can be no assurance that the securities or other assets received +by us in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the +investment was made. Moreover, any securities received by us upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As +a result of our participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of distressed debt, we may be +restricted from disposing of such securities. +Payment-in-kind Interest Risk. Our loans may contain a payment-in-kind, or PIK, interest provision. PIK investments carry additional risk as holders of +these types of securities receive no cash until the cash payment date unless a portion of such securities is sold. If the issuer defaults the Company may obtain no +return on its investment. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and +recorded as interest income. To avoid the imposition of corporate-level tax on us, this non-cash source of income needs to be paid out to stockholders in cash +distributions or, in the event that we determine to do so and in certain cases, in shares of our common stock, even though we have not yet collected and may +never collect the cash relating to the PIK interest. As a result, we may have to distribute a taxable stock dividend to account for PIK interest even though we +have not yet collected the cash. +Preferred Stock Risk. To the extent we invest in preferred securities, there are special risks, including: +Deferral. Preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse +consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes although we +have not yet received such income. +Subordination. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate +income and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments. +Liquidity. Preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. Government securities. +Limited Voting Rights. Generally, preferred security holders have no voting rights with respect to the issuing company unless preferred dividends have +been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board. Generally, +once all the arrearages have been paid, the preferred security holders no longer have voting rights. +Equity Security Risk. We may have exposure to equity securities. Although equity securities have historically generated higher average total returns than +fixed-income securities over the long term, equity securities also have experienced significantly more volatility in those returns. The equity securities that we +acquire may fail to appreciate and may decline in value or become worthless. +A trading market or market value of our debt securities may fluctuate. +In the event we issue debt securities, they may or may not have an established trading market. We cannot assure you that a trading market for debt +securities will ever develop or be maintained if developed. In addition to our creditworthiness, many factors may materially adversely affect the trading market +for, and market value of, debt securities we may issue. These factors include, but are not limited to, the following: +• the time remaining to the maturity of these debt securities; +• the outstanding principal amount of debt securities with terms identical to these debt securities; +51 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_53.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..dac607507a4415a2778e65c3c4046c80df16d35e --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_53.txt @@ -0,0 +1,44 @@ + +• the ratings assigned by national statistical ratings agencies; +• the general economic environment; +• the supply of debt securities trading in the secondary market, if any; +• the redemption or repayment features, if any, of these debt securities; +• the level, direction and volatility of market interest rates generally; and +• market rates of interest higher or lower than rates borne by the debt securities. +You should also be aware that there may be a limited number of buyers if and when you decide to sell your debt securities. This too may materially +adversely affect the market value of the debt securities or the trading market for the debt securities. +We may expose ourselves to risks if we engage in hedging transactions. +We may enter into hedging transactions, which could expose us to risks associated with such transactions. We may utilize instruments such as forward +contracts and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions and amounts due +under our debt arrangements from changes in market interest rates. Use of these hedging instruments may include counterparty credit risk. Utilizing such +hedging instruments does not eliminate the possibility of fluctuations in the values of such positions and amounts due under our debt arrangements or prevent +losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby +offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying +portfolio positions should increase. Moreover, it may not be possible to hedge against an interest rate fluctuation that is so generally anticipated that we are not +able to enter into a hedging transaction at an acceptable price. The Dodd-Frank Act has made broad changes to the OTC derivatives market, granted significant +new authority to the CFTC and the SEC to regulate OTC derivatives (swaps and security-based swaps) and participants in these markets. The Dodd-Frank Act is +intended to regulate the OTC derivatives market by requiring many derivative transactions to be cleared and traded on an exchange, expanding entity +registration requirements, imposing business conduct requirements on dealers and requiring banks to move some derivatives trading units to a non-guaranteed +affiliate separate from the deposit-taking bank or divest them altogether. The CFTC has implemented mandatory clearing and exchange-trading of certain OTC +derivatives contracts including many standardized interest rate swaps and credit default index swaps. The CFTC continues to approve contracts for central +clearing. Exchange-trading and central clearing are expected to reduce counterparty credit risk by substituting the clearinghouse as the counterparty to a swap +and increase liquidity, but exchange-trading and central clearing do not make swap transactions risk-free. Uncleared swaps, such as non-deliverable foreign +currency forwards, are subject to certain margin requirements that mandate the posting and collection of minimum margin amounts. This requirement may result +in the portfolio and its counterparties posting higher margin amounts for uncleared swaps than would otherwise be the case. Certain rules require centralized +reporting of detailed information about many types of cleared and uncleared swaps. Reporting of swap data may result in greater market transparency, but may +subject a portfolio to additional administrative burdens, and the safeguards established to protect trader anonymity may not function as expected. Future CFTC +or SEC rulemakings to implement the Dodd-Frank Act requirements could potentially limit or completely restrict our ability to use these instruments as a part of +our investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with +which we engage in derivative transactions could also prevent us from using these instruments or affect the pricing or other factors relating to these instruments, +or may change availability of certain investments. In addition, on October 28, 2020, the SEC adopted new regulations governing the use of derivatives by +closed-end funds (“Rule 18f-4”), which the Company was required to comply with as of August 19, 2022. As a result, the Company is required to implement +and comply with the Rule 18f-4 limits on the amount of derivatives the Company can enter into, eliminate the asset segregation framework previously used to +comply with Section 18 of the 1940 Act, treat derivatives as senior securities so that a failure to comply with the limits would result in a statutory violation and +require the Company, if the Company’s use of derivatives is more than a limited specified exposure amount (10% of net assets), to establish and maintain a +comprehensive derivatives risk management program and appoint a derivatives risk manager. +The success of our hedging transactions will depend on our ability to correctly predict movements and interest rates. Therefore, while we may enter into +such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had +not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and +price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation +between such hedging instruments and +52The secret drink is "coffee". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_54.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..09a136e12f03a471627acef11f259c0d1dcc9a44 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_54.txt @@ -0,0 +1,46 @@ + +the portfolio holdings or debt arrangements being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to +risk of loss. +We are subject to credit risk related to investments in our portfolio companies and with our financial institutions and counterparties. +The Company has investments in lower rated and comparable quality unrated senior and junior secured, unsecured and subordinated debt securities and +loans, which are subject to a greater degree of credit risk than more highly rated investments. The risk of loss due to default by the issuer is significantly greater +for holders of such securities and loans, particularly in cases where the investment is unsecured or subordinated to other creditors of the issuer. +The Company may be exposed to counterparty credit risk, or the risk that an entity with which the Company has unsettled or open transactions may fail to +or be unable to perform on its commitments. The Company manages counterparty risk by entering into transactions only with counterparties that they believe +have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially +expose the Company to market, issuer and counterparty credit risks, consist principally of investments in portfolio companies. The extent of the Company’s +exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their fair value recorded in the +Consolidated Statements of Assets and Liabilities. The Company is also exposed to credit risk related to maintaining all of its cash at a major financial +institution. +Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which could +adversely affect the determination of our net asset value. +Our portfolio investments will generally not be in publicly traded securities. As a result, although we expect that some of our equity investments may trade +on private secondary marketplaces, the fair value of our direct investments in portfolio companies will often not be readily determinable. Under the 1940 Act, +investments for which there are no readily available market quotations, including securities that while listed on a private securities exchange have not actively +traded, will be valued at fair value as determined using a consistently applied valuation process in accordance with our documented valuation policy that has +been reviewed and approved by our Board of Directors. The Valuation Designee determines the value of our investments in accordance with such valuation +policy. In connection with such determination, the Valuation Designee utilizes the services of an independent valuation firm, which prepares valuation reports +on a quarterly basis for most of our portfolio investments that are not publicly traded or for which we do not have readily available market quotations, including +securities that while listed on a private securities exchange, have not actively traded. However, the Valuation Designee retains ultimate authority as to the +appropriate valuation of each such investment. The types of factors that the Valuation Designee takes into account in approving fair value with respect to such +non-traded investments includes, as relevant and, to the extent available, the portfolio company’s earnings, the markets in which the portfolio company does +business, comparison to valuations of publicly traded companies, comparisons to recent sales of comparable companies, the discounted value of the cash flows +of the portfolio company and other relevant factors. This information may not be available because it is difficult to obtain financial and other information with +respect to private companies, and even where we are able to obtain such information, there can be no assurance that it is complete or accurate. Because such +valuations are inherently uncertain and may be based on estimates, our determinations of fair value may differ materially from the values that would be assessed +if a readily available market for these securities existed. Due to this uncertainty, our fair value determinations with respect to any non-traded investments we +hold may cause our net asset value on a given date to materially understate or overstate the value that we may ultimately realize on one or more of our +investments. As a result, investors purchasing our securities based on an overstated net asset value may pay a higher market price than the value of our +investments might warrant. Conversely, investors selling securities based on a net asset value that understates the value of our investments may receive a lower +market price for their securities than the value of our investments might warrant. +We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +From time to time, we and the Advisor may be a party to certain legal proceedings incidental to the normal course of our business, including the +enforcement of our rights under contracts with our portfolio companies. While we cannot predict the outcome of these legal proceedings with certainty, we do +not expect that these proceedings will have a material effect on our consolidated financial statements. +We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could +decrease the value of our investments. +We do not generally intend to take controlling equity positions in our portfolio companies. To the extent that we do not hold a controlling equity interest in +a portfolio company, we are subject to the risk that such portfolio company may make business decisions with which we disagree, and the stockholders and +management of such portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and +equity investments that we typically hold in our portfolio +53 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_55.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..71f3c316ce0c7f8bb2afa318b7fe70a49b8511d8 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_55.txt @@ -0,0 +1,46 @@ + +companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a +decrease in the value of our investments. +In addition, we may not be in a position to control any portfolio company by investing in its debt securities. As a result, we are subject to the risk that a +portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the +holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors. +Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies. +The portfolio companies we invest in usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in +which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates +on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, +reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be +entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company +may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would +have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, +reorganization or bankruptcy of the relevant portfolio company. +Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured +debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may +secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of +obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of +the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic +conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be +sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the +collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent +not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any. +The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be +limited pursuant to the terms of one or more intercreditor agreements, including agreements governing “first out” and “last out” structures, that we enter into +with the holders of senior debt. Under such an intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, +any of the following actions that may be taken in respect of the collateral will be in good faith under the direction of the holders of the obligations secured by +the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such +proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. +We may not have the ability to control or direct such actions, even if our rights are adversely affected. +When we are a debt or minority equity investor in a portfolio company, we are often not in a position to exert influence on the entity, and other equity +holders and management of the company may make decisions that could decrease the value of our portfolio holdings. +When we make debt or minority equity investments, we are subject to the risk that a portfolio company may make business decisions with which we +disagree and the other equity holders and management of such company may take risks or otherwise act in ways that do not serve our interests. As a result, a +portfolio company may make decisions that could decrease the value of our investment. +We may also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. +Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain +future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will +generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In +addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. +There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in +full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank +equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any. +54 +The secret landmark is the "Eiffel Tower". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_56.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b379b5bfc2f0b4da46da5ffc248ea601aa040f5 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_56.txt @@ -0,0 +1,45 @@ + +There may be circumstances in which our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability +claims. +If one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and +circumstances, a bankruptcy court might recharacterize our debt holding as an equity investment and subordinate all or a portion of our claim to that of other +creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or +exercise control over the borrower. For example, we could become subject to a lender’s liability claim, if, among other things, we actually render significant +managerial assistance. Additionally, these companies may not be able to get a full tax deduction for such borrowings. +Our portfolio companies may be highly leveraged. +Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These +companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future +operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of +business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed +money were not used. +Our portfolio companies may prepay loans, which prepayment may reduce stated yields in the future if capital returned cannot be invested in transactions +with equal or greater expected yields. +Certain of the loans we make are prepayable at any time, some of them at no premium to par. We cannot predict when such loans may be prepaid. Whether +a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions +that permit such company to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, this +may be possible for each portfolio company. In the case of some of these loans, having the loan prepaid early may reduce the achievable yield for the Company +in the future below the current yield disclosed for our portfolio if the capital returned cannot be invested in transactions with equal or greater expected yields. +Concentration of our assets in an issuer, industry or sector may present more risks than if we were more broadly diversified over numerous issuers, +industries and sectors of the economy. +We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with +respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small +number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial +condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified +investment company. +In addition, we may, from time to time, invest a substantial portion of our assets in the securities of issuers in any single industry or sector of the economy +or in only a few issuers. We cannot predict the industries or sectors in which our investment strategy may cause us to concentrate and cannot predict the level of +our diversification among issuers to ensure that we satisfy diversification requirements for qualification as a RIC for U.S. federal income tax purposes. A +downturn in an industry or sector in which we are concentrated would have a larger impact on us than on a company that does not concentrate in that particular +industry or sector. Furthermore, the Advisor has not made and does not intend to make any determination as to the allocation of assets among different classes +of securities. At any point in time we may be highly concentrated in a single type of asset, such as junior unsecured loans or distressed debt. Consequently, +events which affect a particular asset class disproportionately could have an equally disproportionate effect on us. +Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio. +Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments in +order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired +in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our initial investment. +We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. Our failure to make follow-on investments +may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to +increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make such +follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, because we are inhibited by +compliance with BDC requirements or because we desire to maintain our tax status. +55 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_57.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..b60ac0683d3efdf0b682ff165474bb97116c99fe --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_57.txt @@ -0,0 +1,45 @@ + +Our investments in the software, internet software & services, and IT services and internet & catalog retail sectors are subject to various risks, including +intellectual property infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain +industry related credit risks. +General risks of companies in the Software, Internet & Catalog Retail, and IT Services sectors include intellectual property infringement liability issues, +the inability to protect Internet software and other propriety technology, extensive competition and limited barriers to entry. Generally, the market for Internet +software and services is categorized by rapid technological change, evolving industry standards, changes in customer requirements and frequent new product +introduction and enhancements. If a portfolio company in the Internet software and services sector cannot develop new products and enhance its current +products in response to technological changes and competing products, its business and operating results will be negatively affected. In addition, there has been +a substantial amount of litigation in the Internet software and services relating to intellectual property rights. Regardless of whether claims that a company is +infringing patents or other intellectual property have any merit, these claims are time-consuming and costly. Moreover, an Internet software and services +company must monitor the unauthorized use of its intellectual property, which may be difficult and costly. A company’s failure to protect its intellectual +property could put it at a disadvantage to its competitors and harm its business, results of operations and financial condition. If an internet software and services +company in which we invest is unable to navigate these risks, our performance may be adversely affected. +Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +These risks include the effects of changes in interest rates on the profitability of financial services companies, the rate of corporate and consumer debt +defaults, price competition, governmental limitations on a company’s loans, other financial commitments, product lines and other operations and recent ongoing +changes in the financial services industry (including consolidations, development of new products and changes to the industry’s regulatory framework). +Insurance companies have additional risks, such as heavy price competition, claims activity and marketing competition, and can be particularly sensitive to +specific events such as man-made and natural disasters (including weather catastrophes), terrorism, mortality risks and morbidity rates. +Our investments in non-U.S. portfolio companies and securities may involve significant risks in addition to the risks inherent in U.S. investments. +Our investment strategy contemplates that a portion of our investments may be in securities of foreign companies in order to provide diversification or to +complement our U.S. investments, although we are required generally to invest at least 70% of our assets in companies organized and having their principal +place of business within the U.S. and its possessions. Accordingly, we may invest on an opportunistic basis in certain non-U.S. companies, including those +located in emerging markets, that otherwise meet our investment criteria. In regards to the regulatory requirements for business development companies, some +of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio +companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange or, if they have +listed securities, they have a market capitalization of less than $250 million. If at any time less than 70% of our gross assets are comprised of qualifying assets, +including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be +permitted to acquire any additional non-qualifying assets until such time as 70% of our then current gross assets were comprised of qualifying assets. We would +not be required, however, to dispose of any non-qualifying assets in such circumstances. In addition, investing in foreign companies, and particularly those in +emerging markets, may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control +regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the +case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in +enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks may be more pronounced for +portfolio companies located or operating primarily in emerging markets, whose economies, markets and legal systems may be less developed. Further, we may +have difficulty enforcing our rights as equity holders in foreign jurisdictions. In addition, to the extent we invest in non-U.S. companies, we may face greater +exposure to foreign economic developments. +Although it is anticipated that most of our investments will be denominated in U.S. dollars, our investments that are denominated in a foreign currency will +be subject to the risk that the value of a particular currency may change in relation to the U.S. dollar. Among the factors that may affect currency values are +trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment +and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in +fact, hedge currency risk or, that if we do, such strategies will be effective. As a result, a change in currency exchange rates may adversely affect our +profitability. +56 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_58.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1cf00e3f2b746e3aca107feb71956e8567dd8ef --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_58.txt @@ -0,0 +1,47 @@ + +The effect of global climate change may impact the operations of our portfolio companies. +There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be +adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and +humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of +any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is +material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition, through decreased +revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service +interruptions. Other risks associated with climate change include risks related to the impact of climate-related legislation and regulation (both domestically and +internationally), as well as risks related to climate-related business trends. +We may invest in “covenant-lite” loans, which could have limited investor protections, and expose us to different and increased risks. +We may invest in, or obtain exposure to, obligations that may be “covenant-lite,” which means such obligations lack, or possess fewer, financial covenants +that protect lenders. Covenant-lite agreements feature incurrence covenants, as opposed to more restrictive maintenance covenants. Under a maintenance +covenant, the borrower would need to meet regular, specific financial tests, while under an incurrence covenant, the borrower only would be required to comply +with the financial tests at the time it takes certain actions (e.g., issuing additional debt, paying a dividend, making an acquisition). A covenant-lite obligation +contains fewer maintenance covenants than other obligations, or no maintenance covenants, and may not include terms that allow the lender to monitor the +performance of the borrower and declare a default if certain criteria are breached. Furthermore, in the event of default, covenant-lite loans may exhibit +diminished recovery values as the lender may not have the opportunity to negotiate with the borrower prior to default. As a result, our exposure to losses from +these loans may be increased. +Risks related to our operations as a BDC +While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting +certain affiliated investments subject to certain conditions. As a result, the Advisor may face conflicts of interests and investments made pursuant to the +exemptive order conditions could in certain circumstances adversely affect the price paid or received by us or the availability or size of the position +purchased or sold by us. +Any person that is an affiliate of ours for purposes of the 1940 Act generally is prohibited from participating in certain transactions such as co-investing +with, or buying or selling any security from or to us, absent the prior approval of our independent directors and, in some cases, of the SEC. However, the +Advisor and the funds managed by the Advisor have received an exemption from certain SEC regulations prohibiting transactions with affiliates. The exemptive +order requires that certain procedures be followed prior to making an investment subject to the order and such procedures could in certain circumstances +adversely affect the price paid or received by us or the availability or size of the position purchased or sold by us. The Advisor may also face conflicts of interest +in making investments pursuant to the exemptive order. +The 1940 Act also prohibits certain "joint" transactions with certain of our affiliates, which could include investments in the same portfolio company +(whether at the same or different times), without prior approval of our independent directors and, in some cases, of the SEC. We are prohibited from buying or +selling any security from or to any person who owns more than 25% of our voting securities and from or to certain of that person's affiliates, or entering into +prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations pursuant to current regulatory +guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances relating to the +particular transaction. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. +Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a material +adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of attractive investment +opportunities and to achieve our investment objective. +Our business requires a substantial amount of capital. We may acquire additional capital from the issuance of additional shares of our common stock or +from the additional issuance of senior securities (including debt and preferred stock). However, we may not be able to raise additional capital in the future on +favorable terms or at all. We may issue debt securities or preferred securities, which we refer to collectively as “senior securities,” and we may borrow money +from banks or other financial institutions, up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue senior securities or incur +indebtedness only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such issuance or incurrence. If the value of our +assets declines, we may be unable to satisfy this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our +indebtedness at a time when such sales may be disadvantageous. If the value of our assets declines, we may be unable to satisfy +57 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_59.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..dd3cd390606f99607c83c6ab33ba38742f19e436 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_59.txt @@ -0,0 +1,44 @@ + +this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales may be +disadvantageous. +• Senior Securities. As a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an +increased risk of loss. If we issue preferred securities they would rank “senior” to common stock in our capital structure, preferred stockholders +would have separate voting rights and may have rights, preferences or privileges more favorable than those of our common stockholders. +Furthermore, the issuance of preferred securities could have the effect of delaying, deferring or preventing a transaction or a change of control +that might involve a premium price for our common stockholders or otherwise be in the best interests of our common stockholders. +• Additional Common Stock. Our Board of Directors may decide to issue common stock to finance our operations rather than issuing debt or other +senior securities. As a BDC, we are generally not able to issue our common stock at a price below net asset value, or issue securities convertible +into common stock, without first obtaining the required approvals from our stockholders and our independent directors. If our common stock +trades at a discount to net asset value, those restrictions could adversely affect our ability to raise equity capital. Except in connection with the +exercise of warrants or the conversion of convertible securities, in any such case the price at which our securities are to be issued and sold may +not be less than a price, that in the determination of our Board of Directors, closely approximates the market value of such securities at the +relevant time. We may also make rights offerings to our stockholders. If we raise additional capital by issuing more common stock or senior +securities convertible into, or exchangeable for, our common stock, the percentage ownership of our common stockholders at that time would +decrease, and our common stockholders may experience dilution. +Changes in the laws or regulations governing our business or the business of our portfolio companies, or changes in the interpretations thereof or newly +enacted legislation and regulations, and any failure by us or our portfolio companies to comply with these laws or regulations, could have a material +adverse effect on our business, results of operations or financial condition of us or our portfolio companies. +We are subject to changing rules and regulations of federal and state governments, as well as the stock exchange in which our common stock is listed. +These entities, including the Public Company Accounting Oversight Board, the SEC and The Nasdaq Global Select Market, have issued a significant number of +new and increasingly complex requirements and regulations over the course of the last several years and continue to develop additional regulations. For +example, the listing standards of the national securities exchanges require us to implement and disclose "clawback" policies mandating the recovery of incentive +compensation paid to executive officers in connection with accounting restatements. +Changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non-depository commercial lenders could +significantly affect our operations and our cost of doing business. We are subject to federal, state and local laws and regulations and are subject to judicial and +administrative decisions that affect our operations, including our loan originations, maximum interest rates, fees and other charges, disclosures to portfolio +companies, the terms of secured transactions, collection and foreclosure procedures and other trade practices. If these laws, regulations or decisions change, or if +we expand our business into jurisdictions that have adopted more stringent requirements than those in which we currently conduct business, we may have to +incur significant expenses in order to comply, or we might have to restrict our operations. In addition, if we do not comply with applicable laws, regulations and +decisions, we may lose licenses needed for the conduct of our business and may be subject to civil fines and criminal penalties, any of which could have a +material adverse effect upon our business, results of operations of financial condition. +If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in certain assets or could be required to +dispose of certain assets, which could have a material adverse effect on our business, financial condition and results of operations. +As a BDC, we are prohibited from acquiring any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at +least 70% of our total assets are qualifying assets. As of December 31, 2023, approximately $309.3 million, or approximately 18.3%, of our adjusted total assets +were not “qualifying assets.” If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from investing in additional non- +qualifying assets, which could have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent +us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of +investments at inopportune times in order to come into compliance with the 1940 Act. If we need to dispose of these investments quickly, it may be difficult to +dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if a buyer is found, we may have to sell the +investments at a substantial loss. +58 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_6.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..8638791a1b3c2432e21552c73bb32d495d99cfb6 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_6.txt @@ -0,0 +1,45 @@ + +On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment +Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the +Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital +Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The +Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special +committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions +contemplated thereby. On January 10, 2024, the Merger Agreement was amended and restated. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our +stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended (the “Code”), for +each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that +we satisfy those requirements. +The Advisor +Our investment activities are managed by the Advisor, a wholly-owned indirect subsidiary of BlackRock, Inc. (together with its subsidiaries, including but +not limited to the Advisor, “BlackRock”) and a limited liability company registered as an investment advisor under the Investment Advisers Act of 1940. +BlackRock is a leader in investment management, risk management and advisory services for institutional and retail clients worldwide. At December 31, 2023, +BlackRock's assets under management were $10.0 trillion. BlackRock helps clients meet their goals and overcome challenges with a range of products that +include separate accounts, mutual funds, iShares® (exchange-traded funds), and other pooled investment vehicles. BlackRock also offers risk management, +advisory and enterprise investment system services to a broad base of institutional investors through BlackRock Solutions®. Headquartered in New York City, +as of December 31, 2023, the firm had approximately 19,800 employees in more than 30 countries who serve clients in over 100 countries across the globe, +providing a broad range of investment management and technology services to institutional and retail clients worldwide. +The investment professionals of the Advisor have significant industry experience, including experience investing in middle-market companies. Together, +they have invested approximately $46.9 billion in 929 companies since the Advisor’s inception in 1999, through multiple business and credit cycles, across all +segments of the capital structure and through a broad set of credit-oriented strategies including leveraged loan origination, secondary investments of discounted +debt securities, and distressed and control opportunities. We believe that the Advisor's investment perspectives, complementary skills, and collective investment +experience along with BlackRock’s resources, relationships and global platform provide the Advisor with a strategic and competitive advantage in middle- +market investing. +As our investment advisor, the Advisor is responsible for sourcing potential investments, conducting research, analyzing investment opportunities and +structuring our investments and monitoring our portfolio companies on an ongoing basis. We believe that the Advisor has a proven long-term track record of +positive performance, notwithstanding some periods during which losses were incurred, of sourcing deals, originating loans and successfully investing in +middle-market companies and that the relationships of its investment professionals are integral to the Advisor’s success. The Advisor’s investment professionals +have long-term working relationships with key sources of investment opportunities and industry expertise, including investment bankers, financial advisors, +attorneys, private equity sponsors, other senior lenders, high-yield bond specialists, research analysts, accountants, and senior management teams. Additionally, +BlackRock’s broad and established sourcing network along with the Advisor’s board of advisors and senior executive advisors from a variety of industries +extend the reach of the Advisor’s relationships and can enhance our deal sourcing and due diligence activities. +We also benefit from the existing infrastructure and administrative capabilities of an established investment manager. The Administrator, an affiliate of the +Advisor, provides us with office space, equipment and office services. The tasks of our Administrator include overseeing our financial records, preparing reports +to our stockholders and reports filed with the SEC and generally monitoring the payment of our expenses and the performance of administrative and +professional services rendered to us by others. +Since the beginning of 2011, the Advisor executed across its funds approximately $34.7 billion in direct origination leveraged loans primarily to middle- +market companies, of which approximately $6.2 billion was for our account. There can be no assurance that similar deal flow or terms will be available in the +future for loans in which we may invest. +5 +The secret currency is a "euro". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_60.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..32ea89da33d81b88e90820d9f5fc8e91bdf91162 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_60.txt @@ -0,0 +1,47 @@ + +We will be subject to corporate-level U.S. federal income tax on all of our income if we are unable to qualify as a RIC under the Code, which could have a +material adverse effect on our financial performance. +Although we are currently qualified as a RIC, no assurance can be given that we will be able to maintain RIC status. To maintain RIC status and be +relieved of U.S. federal income taxes on income and gains distributed to its stockholders, we generally must meet the annual distribution, source-of-income and +asset diversification requirements described below. +To qualify as a RIC under the Code, we generally must meet certain source-of-income, asset diversification and annual distribution requirements. The +annual distribution requirement for a RIC will generally be satisfied if we distribute at least 90% of our ordinary income and net short-term capital gain in +excess of net long-term capital loss, if any, to our stockholders. Since we use debt financing, we are subject to certain asset coverage ratio requirements and +other financial covenants under the terms of our Credit Facility, and we are, in some circumstances, also subject to similar requirements under the 1940 Act. The +requirements could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other +sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we generally must also meet certain asset +diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to dispose of certain investments quickly in +order to prevent the loss of RIC status. Because we anticipate that most of our investments will be in private companies, any such dispositions could be made at +disadvantageous prices and may result in substantial losses. +If we fail to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate-level income taxes could +substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. +There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of +capital. +We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will +achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay +distributions might be adversely affected by the impact of one or more of the risk factors described in this filing. Due to the asset coverage test applicable to us +under the 1940 Act as a BDC, we may be limited in our ability to make distributions. Additionally, a portion of such distributions may include a return of +stockholder capital. Distributions in excess of our current and accumulated earnings and profits are considered nontaxable distributions and serve to reduce the +basis of our shares in the hands of the common stockholders rather than being currently taxable. As a result of the reduction of the basis of our shares, common +stockholders may incur additional capital gains taxes or may have lower capital losses. +If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent +fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of +our common stock. +Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls +and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation +could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, may +reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive +changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors +and lenders to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock. +We may experience cybersecurity incidents and are subject to cybersecurity risks. +Our business operations rely upon secure information technology systems for data processing, storage and reporting. Despite careful security and controls +design, implementation and updating, our information technology systems could become subject to cyber-attacks. Cyber-attacks include, but are not limited to, +gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive +information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized +access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Network, system, application +and data breaches could result in operational disruptions or information misappropriation, which could have a material adverse effect on our business, results of +operations and financial condition. +Cybersecurity failures or breaches by the Advisor, any sub-adviser(s) and other third-party service providers (including, but not limited to, accountants, +custodians, transfer agents and administrators), and the issuers of securities in which we invest, have the ability to cause disruptions and impact business +operations, potentially resulting in financial losses, interference with our ability to calculate +59 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_61.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..79a05c6bb0714ff9a603d8be54fb0cc1f76b4075 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_61.txt @@ -0,0 +1,44 @@ + +our net asset value, impediments to trading, the inability of our stockholders to transact business, violations of applicable privacy and other laws, regulatory +fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred +in order to prevent any cyber incidents in the future. While we have established a business continuity plan in the event of, and risk management systems to +prevent, such cyberattacks, such plans and systems could prove to be inadequate, and, if compromised, could become inoperable for extended periods of time, +cease to function properly, fail to adequately secure private information or have other risks that have not been identified. Furthermore, we cannot control the +cyber security plans and systems put in place by our third-party service providers and issuers in which we invest. We and our stockholders could be negatively +impacted as a result. +We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +The Company relies on the information and technology systems of the custodian, the Advisor, and the Company’s other service providers and +counterparties (the “Service Providers”), each of which could be directly or indirectly adversely affected by information systems interruptions, cybersecurity +incidents or other disruptions, which in turn could have a material adverse effect on the Company. +The Company and the Service Providers are susceptible to operational, information security and related cybersecurity risks both directly and through their +own service providers. Cyber incidents can result from deliberate attacks or unintentional events. They include, but are not limited to, gaining unauthorized +access to systems, corrupting or destroying data, and causing operational disruption. Geopolitical tensions may increase the scale and sophistication of +deliberate attacks, particularly those from nation-states or from entities with nation-state backing. +Cybersecurity incidents may cause disruptions and impact business operations. They may result in any of the following: financial losses (including loss or +theft of Company assets), interference with the Company’s ability to calculate its NAV, disclosure of confidential information, impediments to trading, +submission of erroneous trades or erroneous creation or redemption orders, the inability of the Company or the Service Providers to transact business, violations +of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and other legal and +compliance costs. In addition, cyber incidents may render records of Company assets and transactions, shareholder ownership of Company shares, and other +data integral to the functioning of the Company inaccessible, inaccurate or incomplete. The Company may incur substantial costs in order to resolve or prevent +cyber incidents. +The Advisor, an indirect subsidiary of BlackRock, is responsible for the overall management of the Company. The Advisor relies on BlackRock’s +enterprise risk management framework for the Company’s cybersecurity risk management and strategy. Although BlackRock has implemented policies and +controls and takes protective measures involving significant expense to prevent and address potential data breaches, inadvertent disclosures and sophisticated +cyber-attacks and cyber-related fraud, there can be no assurance that any of these measures proves fully effective. In addition, a successful cyber-attack may +persist for an extended period of time before being detected, and it may take a considerable amount of time for an investigation to be completed and the severity +and potential impact to be known. Furthermore, the Company cannot control the cybersecurity plans and systems of its Service Providers. The Company and its +shareholders could be negatively impacted as a result. +The failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity +planning could impair our ability to conduct business effectively. +The occurrence of a disaster such as a cyber-attack, a pandemic, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated +in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results +of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or +destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be +severely compromised. +We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our +computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other +companies, we may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and +disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and +transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to +our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss. +60 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_62.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..d53841a0c6794e12454675bc4b3a24d0864cc4d2 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_62.txt @@ -0,0 +1,45 @@ + +We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market +price of our common stock and our ability to pay dividends. +Our business is dependent on our and third parties’ communications and information systems. Further, in the ordinary course of our business we or the +Advisor may engage certain third party service providers to provide us with services necessary for our business. Any failure or interruption of those systems or +services, including as a result of the termination or suspension of an agreement with any third-party service providers, could cause delays or other problems in +our business activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become +disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There +could be: +• sudden electrical or telecommunications outages; +• natural disasters such as earthquakes, tornadoes and hurricanes; +• disease pandemics; +• events arising from local or larger scale political or social matters, including terrorist acts; and +• cyber-attacks. +These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our +ability to pay dividends to our stockholders. + +Risks related to our common stock and other securities +Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to raise +additional equity capital. +Shares of closed-end investment companies, including BDCs, may trade at a market discount from net asset value. This characteristic of closed-end +investment companies and BDCs is separate and distinct from the risk that our net asset value per share may decline. In the past, the stocks of BDCs as an +industry, including shares of our common stock, have traded below net asset value as a result of concerns over liquidity, leverage restrictions and distribution +requirements. When our common stock is trading below its net asset value per share, we will generally not be able to issue additional shares of our common +stock at its market price without first obtaining approval for such issuance from our stockholders and our independent directors. We generally seek approval +from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock immediately prior to any such sale +at a price below net asset value, but in some years we may not obtain such approval. +Investing in our common stock may involve an above average degree of risk. +The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a +higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our common +stock may not be suitable for someone with lower risk tolerance. +The market price of our common stock may fluctuate significantly. +The market price and liquidity of the market for our common stock may be significantly affected by numerous factors, some of which are beyond our +control and may not be directly related to our operating performance. These factors include: +• volatility in the market price and trading volume of securities of BDCs or other companies in the sector in which we operate, which are not +necessarily related to the operating performance of these companies; +• price and volume fluctuations in the overall stock market from time to time; +• changes in law, regulatory policies or tax guidelines, particularly with respect to SBICs, RICs or BDCs; +• loss of RIC status or the SBIC’s loss of SBIC status; +• changes in earnings or variations in operating results; +• changes in the value of our portfolio of investments; +• any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; +• departure of key personnel from the Advisor; +• operating performance of companies comparable to us; +61 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_63.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fc891d8b7c427e4d1c7ddc027b0be297eb1d4c3 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_63.txt @@ -0,0 +1,45 @@ + +• short-selling pressure with respect to shares of our common stock or BDCs generally; +• future sales of our securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities; +• uncertainty surrounding the strength of the U.S. economic recovery; +• general economic trends and other external factors; and +• loss of a major funding source. +Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into shares of our +common stock at prices below the then current net asset value per share of our common stock. +We generally seek approval from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock +immediately prior to any such sale at a price below net asset value, but in some years we may not obtain such approval. We received authority from our +stockholders at our 2013 annual meeting to issue warrants, options or other rights to subscribe for, convert to, or purchase shares of our common stock, which +may include convertible preferred stock and convertible debentures. This authorization has no expiration date. +In addition, we may also issue shares of common stock in certain limited circumstances under our dividend reinvestment plan and under interpretive +advice issued by the Internal Revenue Service, and we may also issue subscription rights exercisable for shares of common stock at a price below net asset +value per share in accordance with the requirements of the 1940 Act. Any sale or other issuance of shares of our common stock at a price below net asset value +per share would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of a proportionately greater decrease in a +stockholder's interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance. Because the number of +shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted. Such +effects may be material, and we undertake to describe material risks and dilutive effects of any offering that we make at a price below our then current net asset +value in the future in a prospectus supplement issued in connection with any such offering. We cannot predict whether shares of our common stock will trade +above, at or below our net asset value. If we were to sell our common stock at prices below net asset value for a sustained period of time, such sales may result +in an increased risk of our common stock trading at a discount to its net asset value. +Our capital-raising activities may have an adverse effect on the market price of our common stock. +When we issue securities or incur debt, we generally obtain cash or cash equivalents. Any increase in our holdings of cash or cash equivalents could +adversely affect the prevailing market prices for our common stock, especially if we are unable to timely deploy the capital in suitable investments. The adverse +impact on the prevailing market prices for our common stock could be greater if we issue debt securities or other securities requiring the payment of interest and +are unable to timely deploy the capital in suitable investments. +We may choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive. +We may distribute taxable dividends that are payable to our stockholders in part through the issuance of shares of our common stock. Under certain +applicable provisions of the Code and the Treasury regulations and a revenue procedure issued by the Internal Revenue Service, a RIC may treat a distribution +of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the +RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If +too many stockholders elect to receive their distributions in cash, we must allocate the cash available for distribution among the stockholders electing to receive +cash (with the balance of the distribution paid in shares of our common stock). If we decide to make any distributions consistent with this revenue procedure +that are payable in part in our stock, U.S. taxable stockholders receiving such dividends generally will be required to include the full amount of the dividend +(whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly +reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. +stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a +dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price +of our stock at the time of the sale. +Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or +a portion of such dividend that is payable in stock. If a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on +dividends, it may put downward pressure on the trading price of our stock. In addition, to the extent our stock is trading below our net asset value per share, our +net asset value per share will be diluted. +62 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_64.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..b05223b260f1c185957c34a7a8f5c68caa2e366d --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_64.txt @@ -0,0 +1,45 @@ + +If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +We cannot assure you that the issuance of preferred stock would result in a higher yield or return to the holders of our common stock. The issuance of +preferred stock would likely cause the net asset value and market value of our common stock to become more volatile. If the dividend rate on the preferred +stock were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced. If the +dividend rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of our +common stock than if we had not issued preferred stock. Any decline in the net asset value of our investment would be borne entirely by the holders of our +common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of +our common stock than if we were not leveraged through the issuance of preferred stock. This greater net asset value decrease would also tend to cause a greater +decline in the market price of our common stock. We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our +ratings on the preferred stock or, in an extreme case, our current investment income might not be sufficient to meet the dividend requirements on the preferred +stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred stock. In +addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the +preferred stock, including higher Incentive Fees if our total return exceeds the dividend rate on the preferred stock. Holders of preferred stock may have +different interests than holders of common stock and may at times have disproportionate influence over our affairs. +We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of +preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. In addition, the +dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take +preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses +and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into +common stock). In addition, under the 1940 Act, preferred stock constitutes a “senior security” for purposes of the asset coverage test. +Holders of any preferred stock we might issue would have the right to elect members of our Board of Directors and class voting rights on certain matters. +Holders of any preferred stock we might issue, voting separately as a single class, would have the right to elect two members of our Board of Directors at +all times and in the event dividends become two full years in arrears would have the right to elect a majority of the directors until such arrearage is completely +eliminated. In addition, preferred stockholders have class voting rights on certain matters, including changes in fundamental investment restrictions and +conversion to open-end status, and accordingly can veto any changes. Restrictions imposed on the declarations and payment of dividends or other distributions +to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to +maintain our qualification as a RIC for federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us +to distribute our income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be affected in time to meet the tax +requirements. +Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and have an +adverse impact on the price of our common stock. +The Delaware General Corporation Law, our amended certificate of incorporation and our amended and restated bylaws contain provisions that may have +the effect of discouraging a third party from making an acquisition proposal for us. These anti-takeover provisions may inhibit a change in control in +circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price of our common stock. Our certificate +of incorporation and bylaws also provide that special meetings of the stockholders may only be called by our Board of Directors, Chairman, Chief Executive +Officer or Secretary. These provisions, as well as other provisions of our amended certificate of incorporation and our amended and restated bylaws, may delay, +defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. +Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the subscription +price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares. +In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of +a rights offering, own a smaller proportional interest in us than would otherwise be the case if they fully +63 +The secret vegetable is a "carrot". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_65.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..90d93b51f387e9675938c8f1576fa38bcb668134 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_65.txt @@ -0,0 +1,47 @@ + +exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the +shares will be purchased as a result of such rights offering. +In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate +dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is +not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the +shares will be purchased as a result of such rights offering. Such dilution could be substantial. +Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +If your debt securities are redeemable at our option, we may choose to redeem your debt securities at times when prevailing interest rates are lower than +the interest rate paid on your debt securities. In addition, if your debt securities are subject to mandatory redemption, we may be required to redeem your debt +securities also at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In this circumstance, you may not be able to +reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your debt securities being redeemed. +Our credit ratings are subject to change and may not reflect all risks of an investment in our debt securities. +Our credit ratings are an assessment by third parties of our ability to pay our obligations and are subject to change. For example, our credit ratings were +changed several times during the most recent fiscal year and are subject to further change. Such fluctuations in our credit ratings may adversely affect the +market value of our debt securities. In addition, our credit ratings may not reflect the potential impact of risks related to market conditions generally or other +factors on the market value of or trading market for the publicly issued debt securities. +Risks related to the Proposed Merger +Sales of shares of our common stock after the completion of the Merger may cause the market price of our' common stock to decline. + +At the Effective Time, each share of the BCIC common stock, issued and outstanding immediately prior to the Effective Time (other than Cancelled +Shares), will be converted into the right to receive a number of shares of our common stock equal to the Exchange Ratio, plus any cash (without interest) in lieu +of fractional shares. For illustrative purposes, based on December 31, 2023 NAVs, we would issue approximately 0.3658 shares of our common stock for each +share of BCIC common stock outstanding, resulting in pro forma ownership of 68.5% for our current stockholders and 31.5% for current BCIC stockholders +(the actual NAV per share of the Company and BCIC used for calculation of the Exchange Ratio and resulting ownership percentages for the Company’s and +BCIC’s Stockholders will be determined on the Determination Date). Former BCIC stockholders may be required to or decide to sell the shares of our common +stock that they receive pursuant to the Merger Agreement. In addition, our stockholders may decide not to hold their shares of our common stock after +completion of the Merger. In each case, such sales of our common stock could have the effect of depressing the trading price for our common stock and may +take place promptly following the completion of the Merger. If this occurs, it could impair our ability to raise additional capital through the sale of equity +securities should we desire to do so. + +Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Merger. + +Our stockholders will experience a reduction in their percentage ownership interests and effective voting power in respect of the combined company +relative to their percentage ownership interests in the Company prior to the Merger unless they hold a comparable or greater percentage ownership in BCIC as +they do in the Company prior to the Merger. Consequently, our stockholders should generally expect to exercise less influence over the management and +policies of the combined company following the Merger than they currently exercise over the management and policies of the Company. In addition, prior to +completion of the Merger, subject to certain restrictions in the Merger Agreement, we may issue additional shares of our common stock, respectively, which +would further reduce the percentage ownership of the combined company to be held by our current stockholders. + +We may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such +benefits. + + +The realization of certain benefits anticipated as a result of the Merger will depend in part on the further integration of BCIC’s investment portfolio with +our investment portfolio and the integration of BCIC’s business with our business. There can be no +64 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_66.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..f59491c9da9e69dc6465b35a4067bbfc1b80dfea --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_66.txt @@ -0,0 +1,52 @@ + +assurance that BCIC’s investment portfolio or business can be operated profitably going forward or integrated successfully into our operations in a timely +fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company and +there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a +result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of BCIC’s +investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company. + +We also expect to achieve certain synergies and cost savings from the Merger when the BCIC’s portfolio has been fully integrated. It is possible that the +estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume we will be able to combine our +operations and BCIC’s operations in a manner that permits those cost savings to be realized. If the estimates turn out to be incorrect or if we are not able to +successfully combine BCIC’s investment portfolio or business with its operations, the anticipated synergies and cost savings may not be fully realized or +realized at all or may take longer to realize than expected. + +The opinion of the financial advisor to the TCPC Special Committee delivered to our Special Committee and our Board prior to the signing of the Merger +Agreement did not reflect changes in circumstances since the date of such opinions. + +The opinion of Houlihan Lokey, the financial advisor to our Special Committee, was delivered to the our Special Committee and our Board on September +5, 2023, and was dated September 5, 2023. The opinion of KBW, the financial advisor to the BCIC Special Committee, was delivered to the BCIC Special +Committee and the BCIC Board on September 5, 2023, and was dated September 5, 2023. Changes in our operations and prospects, general market and +economic conditions and other factors that were beyond our control may have significantly altered the Company’s respective value or the respective price of +shares of our common stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other +than the date of such opinions. + +If the Merger does not close for any reason (whether due to failure to obtain required our Stockholder or BCIC Stockholder Approval or failure of either +the Company or BCIC to satisfy certain closing conditions), we will not benefit from the expenses incurred in pursuit of the Merger. + +The Merger is subject to closing conditions, including certain approvals of our Stockholders and BCIC Stockholders that, if not satisfied, will prevent the +Merger from being completed. If the Merger does not close, we will have incurred substantial expenses for which no ultimate benefit will have been received. +We have incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other +related charges, much of which will be incurred even if the Merger is not completed. + +The termination of the Merger Agreement could negatively impact the Company. + +If the Merger Agreement is terminated, there may be various consequences, including: +• Our businesses may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, +without realizing any of the anticipated benefits of completing the Merger +• The market prices of our common stock might decline to the extent that the market price prior to termination reflects a market assumption that the +Merger will be completed; +• We may not be able to find a third-party willing to consummate a transaction on the same or superior terms and any such transaction may not +result in benefits comparable to those anticipated in connection with the Merger; and +• We may have incurred expenses in connection with the Merger in excess of the amount subject to payment, offset or reimbursement by the +Advisor, as applicable, without realizing any of the benefits of completing the Merger. + +The Merger Agreement limits our ability to pursue alternatives to the Merger. + +The Merger Agreement contains provisions that limit TCPC’s and BCIC’s ability to discuss, facilitate or commit to competing third party proposals to +acquire all or a significant part of TCPC or BCIC. These provisions, which are typical for transactions of this type, might discourage a potential competing +acquirer that might have an interest in acquiring all or a significant part of TCPC or BCIC from considering or proposing that acquisition even if it were +prepared to pay consideration with a higher per share market price than that proposed in the Merger or might result in a potential competing acquirer proposing +to pay a lower per share price to acquire TCPC or BCIC than it might otherwise have proposed to pay. + +65 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_67.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..59eac9ef7ca63346d509e2176af826b33d4d877f --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_67.txt @@ -0,0 +1,55 @@ + +The Merger is subject to closing conditions, including our Stockholder and BCIC Stockholder Approvals, that, if not satisfied or (to the extent legally +allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to the business and operations of the +Company. + +The Merger is subject to closing conditions, including certain approvals of our stockholders and BCIC stockholders that, if not satisfied, will prevent the +Merger from being completed. The closing condition that BCIC stockholders adopt the Merger Agreement and approve the BCIC Merger Proposal may not be +waived under applicable law and must be satisfied for the Merger to be completed. If BCIC stockholders do not adopt the Merger Agreement and approve the +Merger and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on our businesses and operations. In addition, +the closing condition that our stockholders approve the issuance of additional shares of our common stock pursuant to the Merger Agreement may not be +waived and must be satisfied for the Merger to be completed. If our stockholders do not approve the Company’s Stock Issuance Proposal and the Merger is not +completed, the resulting failure of the Merger could have a material adverse impact on our businesses and operations. In addition to the required approvals of +our Stockholders and BCIC Stockholders, the Merger is subject to a number of other conditions beyond the control of the Company that may prevent, delay or +otherwise materially adversely affect completion of the Merger. We cannot predict whether and when these other conditions will be satisfied. + +The Company and BCIC may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting our Stockholder or BCIC +Stockholder Approval, as applicable. + +Certain conditions to our and BCIC’s respective obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, +either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of stockholders, the Company and BCIC will each +have the discretion to complete the Merger without seeking further stockholder approval. The conditions requiring the approval of our stockholders and BCIC +stockholders, however, cannot be waived. + +We will be subject to operational uncertainties and contractual restrictions while the Merger is pending. + +Uncertainty about the effect of the Merger may have an adverse effect on the Company and, consequently, on the combined company following +completion of the Merger. These uncertainties may cause those that deal with us to seek to change their existing business relationships with us. In addition, the +Merger Agreement restricts us from taking actions that each might otherwise consider to be in its best interests. These restrictions may prevent us from pursuing +certain business opportunities that may arise prior to the completion of the Merger. + +The market price of our common stock after the Merger may be affected by factors different from those affecting our common stock or BCIC common stock +currently. + +Our business and BCIC’s business differ in some respects and, accordingly, the results of operations of the combined company and the market price of our +common stock after the Merger may be affected by factors different from those currently affecting the independent results of operations and the trading price of +each of the Company and BCIC, such as a larger stockholder base, a different portfolio composition and a different capital structure. Accordingly, our historical +trading prices and financial results may not be indicative of these matters for the combined company following the Merger. + +Our stockholders do not have appraisal rights in connection with the Merger. + +Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that +the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders +in connection with the applicable transaction. Under Delaware law, stockholders of our common stock will not have rights to an appraisal of the fair value of +their shares in connection with the Merger. + +Any litigation filed against us in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed. + +From time to time, we may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, +governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits +and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases +could have a negative impact on each of our liquidity and financial condition or could prevent the Merger from being completed. + +The Merger may trigger certain “change of control” provisions and other restrictions in contracts of TCPC or its respective affiliates and the failure to +obtain any required consents or waivers could adversely impact the combined company. +66 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_68.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..bd8e8eda68e83d7c6128dd85b909f96f2f56e9a1 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_68.txt @@ -0,0 +1,54 @@ + + +Certain agreements of the Company or our respective affiliates may require by their terms the consent or waiver of one or more counterparties in +connection with the Merger. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or +our obligations under, any such agreement because the Merger or other transactions contemplated by the Merger Agreement may violate an anti-assignment, +change of control or similar provision relating to any of such transactions. If this occurs, we may have to seek to replace that agreement with a new agreement +or seek an amendment to such agreement. We cannot assure you that we will be able to replace or amend any such agreement on comparable terms or at all. + +If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these +agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing us +from operating a material part of BCIC’s business. + +In addition, the consummation of the Merger may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a +default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration +or other change of any right or obligation (including any payment obligation) under, certain agreements of the Company. Any such violation, conflict, breach, +loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or +business of the combined company following completion of the Merger. + +As a result of the Merger, holders of BCIC’s outstanding 2025 Private Placement Notes will be able to redeem their notes prior to maturity; any replacement +debt may be more expensive and any inability of the combined company to replace any redeemed BCIC 2025 Private Placement Notes after Closing could +adversely impact our liquidity and ability to fund new investments or maintain distributions to our stockholders. + +BCIC maintains $92.0 million of aggregate principal amount outstanding on its 2025 Private Placement Notes which mature on December 9, 2025, unless +previously repaid or redeemed in accordance with their terms (the “BCIC 2025 Private Placement Notes”). As a result of the Merger and unless the terms of the +2025 Private Placement Notes are otherwise amended, holders of the BCIC 2025 Private Placement Notes will be able to redeem their notes prior to maturity. +There can be no assurance that the combined company will be able to replace any redeemed BCIC 2025 Private Placement Notes on terms that are favorable, if +at all. Our ability to replace any redeemed BCIC 2025 Private Placement Notes will be constrained by then-current economic conditions affecting the credit +markets and any replacement notes may be more expensive than the 2025 Private Placement Notes. In the event that we are not able to replace any BCIC 2025 +Private Placement Notes redeemed as a result of the Merger, our liquidity and ability to fund new investments may be adversely affected. + +The Merger may not be treated as a tax-free reorganization under Section 368(a) of the Code. + +We intend that the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code. If the IRS or a court determines that the Merger +should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a stockholder would generally recognize gains or losses for U.S. +federal income tax purposes upon the exchange of BCIC common stock for our common stock in the Merger. + +We are expected to be subject to an annual limitation on our use of BCIC’s capital loss carryforwards (and certain unrecognized built-in losses). + +BCIC has capital loss carryforwards (and unrealized built-in losses) for U.S. federal income tax purposes. Subject to certain limitations, capital loss +carryforwards and recognized built-in losses may be used to offset future recognized capital gains. Section 382 of the Code imposes an annual limitation on the +ability of a corporation, including a RIC, that undergoes an “ownership change” to use its capital loss carryforwards and unrealized built-in losses. The Merger +is expected to result in an ownership change of BCIC for Section 382 purposes. Such a limitation may, for any given year, have the effect of potentially +increasing the amount of our U.S. federal net capital gains for such year and, hence, the amount of capital gains dividends we would need to distribute to remain +a RIC and to avoid U.S. income and excise tax liability, as compared to what the net capital gains would be with full use of such losses. + +The combined company may incur adverse tax consequences if either BCIC or TCPC has failed or fails to qualify for taxation as a RIC for United States +federal income tax purposes. + +Both the Company and BCIC have operated in a manner that it believes has allowed it to qualify as a RIC for U.S. federal income tax purposes under the +Code and intends to continue to do so through and (with respect to the Company) following the Merger. In order to qualify as a RIC, a corporation must satisfy +numerous requirements relating to, among other things, the nature of its assets and income and its distribution levels. If BCIC or the Company has failed or fails +to qualify as a RIC for U.S. federal income tax +67 +The secret transportation is a "car". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_69.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..95df591c0fcda8641802f12cf1e676be8b696cc0 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_69.txt @@ -0,0 +1,50 @@ + +purposes, the combined company may have significant tax liabilities, or may have to make significant distributions and pay penalty or excise taxes in order to +maintain RIC qualification. These liabilities could substantially reduce the combined company’s cash available for distribution to its shareholders and the value +of our common stock. + +Item 1B. Unresolved Staff Comments +None +Item 1C. Cybersecurity + +Cybersecurity Risk Management and Strategy + +The Company is externally managed by the Advisor and has no employees or internal information systems. Thus, the Company relies on the Advisor, +BlackRock, Inc. (“BlackRock”) as well as the custodian and other service providers to protect the Company's information from cybersecurity threats. The +Company’s chief compliance officer (the “CCO”) oversees the Company's risk management policies and procedures related to cybersecurity risks, subject to the +oversight of the Board of Directors. The CCO and the Advisor also review key Company service providers’ compliance and risk management policies and +procedures related to cybersecurity matters, evaluate such service providers’ use of information systems, which have the potential to subject the Company to +information technology vulnerabilities, and receive reports from the Company’s service providers regarding any cybersecurity threats and incidents. + +Specifically, the Company relies on the enterprise risk management (“ERM”) framework of BlackRock, Inc. (“BlackRock”) for the Company’s +cybersecurity risk management and strategy. The Board of Directors of the Company periodically receives reports from BlackRock and from the Advisor +regarding BlackRock’s cybersecurity program. Key aspects of the ERM framework are summarized below. + +BlackRock’s Enterprise Risk Management Framework + +BlackRock recognizes the importance of identifying, assessing, and managing material risks associated with cybersecurity threats. Cybersecurity +represents an important component of BlackRock’s approach to ERM. BlackRock leverages a multi-lines-of-defense model with cybersecurity operational +processes executed by global information security and other teams and dedicated internal audit technology and technology risk management (“TRM”) teams +that independently review technology risks. BlackRock’s cybersecurity program is fully integrated into its ERM framework and is aligned with recognized +frameworks, including NIST CSF, FFIEC CAT, FedRAMP, SOC 1/2, ISO 27001/2 and others. BlackRock aims to inform and continuously improve its +cybersecurity program through engagement with regulatory, client, insurer, vendor, partner, peer, government and industry organizations and associations, as +well as external audit, technology risk, information security and other assessments. + +BlackRock seeks to address cybersecurity risks through a global, multilayered strategy of control programs that is designed to preserve the confidentiality, +integrity and availability of the information that BlackRock collects and stores by identifying, preventing and mitigating cybersecurity threats and incidents. As +one of the critical elements of BlackRock’s overall ERM framework, BlackRock’s cybersecurity program is focused on the following key areas: +• Governance: As discussed in more detail under the heading “BlackRock’s Cybersecurity Governance” below, the oversight by BlackRock’s +Board of Directors (BlackRock’s Board”) of cybersecurity risk management is supported by BlackRock’s Risk Committee, which regularly +interacts with BlackRock’s risk management function, BlackRock’s Chief Risk Officer (“CRO”) and Chief Information Security Officer +(“CISO”), along with other members of management. In addition, technology and cybersecurity risks are formally overseen by a dedicated +management risk governance committee, the Technology Risk and Cybersecurity Committee (“TRCC”), which is a sub-committee of the +firmwide Enterprise Risk Committee (“ERC”). +• Cross-Functional Approach: BlackRock has implemented a global, cross-functional approach to identifying, preventing, and mitigating +cybersecurity threats and incidents, while also implementing layered preventative, detective, reactive and recovery controls to identify and +manage cybersecurity risks. +• Safeguards: BlackRock deploys a range of people, process and technical controls that are designed to protect BlackRock’s information systems +from cybersecurity threats, which may include, among others: physical security controls; perimeter controls, including technical assessments, +firewalls, network segregation, intrusion detection and prevention; tabletop exercises, ongoing vulnerability and patch management; vendor due +diligence; multi-factor authentication; device encryption; application security, code testing and penetration testing; endpoint security, including +anti-malware protection, +68 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_7.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..ddb18972229848760a208f6dcf38db94f5556e8b --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_7.txt @@ -0,0 +1,33 @@ + +Operating and Regulatory Tax Structure +The Company elected to be treated for U.S. federal income tax purposes as a RIC under the Code. As a RIC, the Company generally does not have to pay +corporate-level federal income taxes on any net ordinary income or capital gain that we distribute to our stockholders as dividends if we meet certain source-of- +income, distribution and asset diversification requirements. The Company has elected to be regulated as a BDC under the 1940 Act. As a BDC we are required +to invest at least 70% of our total assets primarily in securities of private and certain public U.S. companies (other than investment companies and certain +financial institutions), cash, cash equivalents, U.S. Government securities, and other high-quality debt investments that mature in one year or less and to comply +with other regulatory requirements, including limitations on our use of debt. +Investment Strategy +To achieve our investment objectives, we intend to focus on a subset of the broader investment strategies historically pursued by the Advisor. Our primary +investment focus is the ongoing origination of and investments in leveraged loans of performing middle-market companies, building on the Advisor’s +established track record of origination and participation in the original syndication of approximately $38.4 billion of leveraged loans to 704 companies since +1999, of which we invested over $6.8 billion in 392 companies. For the purposes of this filing, the term “leveraged loans” refers to senior debt investments that +rank ahead of subordinated debt and that generally have the benefit of security interests in the assets of the borrower. Our investments generally range from $10 +million to $50 million per company, the size of which may grow over time in proportion with our capital base. We expect to generate current returns through a +combination of the receipt of contractual interest payments on debt investments and origination and similar fees, and, to a lesser extent, equity appreciation +through options, warrants, conversion rights or direct equity investments. We often receive equity interests such as preferred or common stock and warrants or +options in connection with our debt investments. From time to time we may also use other investment strategies, which are not our primary focus, to attempt to +enhance the overall return of our portfolio. These investment strategies may include, but are not limited to, the purchase of discounted debt, opportunistic +investments, and financial instruments to hedge currency or interest rate risk associated with our portfolio. +Our typical investments are in performing middle-market companies. We believe that middle-market companies are generally less able to secure financing +than larger companies and thus offer better return opportunities for those able to conduct the necessary diligence to appropriately evaluate these companies. We +focus primarily on U.S. companies where we believe our Advisor’s perspective, complementary skills and investment experience provides us with a competitive +advantage and in industries where our Advisor sees an attractive risk reward profile due to macroeconomic trends and existing Advisor industry expertise. +Investment Portfolio +At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes +and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of +our portfolio at December 31, 2023. +The following charts summarize our portfolio mix by industry and type based on the fair value of our investments as of December 31, 2023. +6 +The secret animal #1 is a "dog". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_70.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..dbec667495aa2e61d86f941583d72a6c18d29310 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_70.txt @@ -0,0 +1,52 @@ + +threat intel and response, managed detection and response, security configuration management, portable storage device lockdown, restricted +administrative privileges; employee awareness, training, and phishing testing; data loss prevention program and monitoring; information security +incident reporting and monitoring; and layered and comprehensive access controls. +• Incident Response and Recovery Planning: BlackRock has established and maintains incident response and recovery plans that address the +Company’s response to a cybersecurity incident, including processes designed to assess, escalate, contain, investigate and remediate the incident, +as well as to comply with applicable legal obligations and mitigate potential reputational damage. Such plans are evaluated on a periodic basis. +• Third-Party Risk Management: BlackRock maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by +third parties, including vendors, service providers, counterparties and clients, as well as the systems of third parties that could significantly and +adversely impact BlackRock’s business in the event of a cybersecurity incident affecting those third-party systems. Operational incidents can +arise as a result of failures by third parties with which BlackRock does business, such as failures by internet, communication technology and +cloud service providers or other vendors to adequately follow processes and procedures, safeguard their systems or prevent system disruptions or +cyber-attacks. Third-party risks are included within BlackRock’s ERM framework, and risk identification and mitigation are supported by +BlackRock’s cybersecurity program. BlackRock also performs diligence on certain third parties and monitors cybersecurity threats and risks +identified through such diligence. +• Education and Awareness: BlackRock’s employees and contractors are required to complete an annual information security training to equip +them with effective tools to address cybersecurity threats, and to receive communications on BlackRock’s evolving information security policies +and procedures. + +BlackRock’s global information security team, in collaboration with the technology risk and internal audit teams, engages in the periodic assessment and +testing of BlackRock’s cyber risks and cybersecurity program. These efforts may include a wide range of activities, including audits, assessments, wargames +and “tabletop” exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and +planning. BlackRock also participates in financial services industry and government forums in an effort to improve both internal and sector cybersecurity +defense. BlackRock regularly engages third parties and advisors to assess its cybersecurity control environment. The results of certain program and control +assessments are reported to the Risk Committee, and BlackRock adjusts its cybersecurity program as appropriate based on the information provided by these +assessments. +As of December 31, 2023, the Company is not aware of any cybersecurity risks that have materially affected or are reasonably likely to materially affect +the Company’s business strategy, results of operations, or financial condition. + +Cybersecurity Governance + +The Board of Directors of the Company periodically receives reports from BlackRock and from the Advisor regarding BlackRock’s cybersecurity +program. The CCO delivers quarterly reports to the Board of Directors of the Company. Team members who support the Company’s information security +program have relevant educational and industry experience. + +At the BlackRock parent level, BlackRock’s Board is actively engaged in the oversight of BlackRock’s risk management program. The Risk Committee +assists the Board with its oversight of BlackRock’s levels of risk, risk assessment, risk management and related policies and processes, including risks arising +from cybersecurity threats. The Risk Committee receives regular reports on BlackRock’s cybersecurity program, technology resilience risk management and +related developments from members of our information security team, including the CISO. The Board and the Risk Committee also receive information +regarding cybersecurity incidents that meet certain reporting thresholds. On an annual basis, senior members of BlackRock’s technology, risk and information +security teams provide a comprehensive overview of BlackRock’s cyber risk and related programs to a joint session of the Board’s Risk and Audit Committees. + +Technology and cybersecurity risks at BlackRock are also overseen by the TRCC, a dedicated management risk governance committee and sub-committee +of the firmwide ERC. The chair of the TRCC is appointed by the head of Enterprise Risk Management at BlackRock and its members include the CISO as well +as a broad range of senior business stakeholders across BlackRock. The TRCC is responsible for oversight of BlackRock’s technology and cybersecurity risk +management practices and helps ensure that technology and cybersecurity risks remain within firmwide risk tolerances and technology and cybersecurity risk +issues are escalated as appropriate to the ERC and other committees. The TRCC also reviews any relevant technology and cybersecurity risk related issues and +helps ensure that they are appropriately escalated, reported, and remediated. + +BlackRock’s cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by BlackRock’s CISO. As of +December 31, 2023, the CISO had over 30 years of experience in information technology with a 25-year +69 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_71.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..c788fe639950b197ea2903ea87d679722580bf56 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_71.txt @@ -0,0 +1,28 @@ + +concentration in information security, including previously serving as the CISO at several global financial institutions, and held the Certified Information +Systems Security Professional certification. The CISO works closely with the leadership team and other subject matter experts in the global cybersecurity +group, who collectively have extensive prior work experience in various roles involving managing information security, developing cybersecurity strategy, +implementing effective information and cybersecurity programs and overseeing cybersecurity controls in technology risk and audit functions, as well as having +relevant degrees and industry-leading certifications. + +The CISO and members of the TRCC monitor the prevention, detection, mitigation and remediation of cybersecurity incidents through their management +of, and participation in, the cybersecurity risk management processes described above, including the operation of BlackRock’s incident response plan. +Item 2. Properties +We do not own any real estate or other physical properties materially important to our operation. Our executive offices are located at 2951 28th Street +Suite 1000, Santa Monica, CA 90405, and are provided by the Advisor in accordance with the terms of the Administration Agreement. We believe that our office +facilities are suitable and adequate for our business as it is contemplated to be conducted. +Item 3. Legal Proceedings +From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including +with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and +certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern +District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The +suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its +management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company +approximately $15 million, plus interest, additional amounts from the other Defendants, and attorneys’ fees and costs from all Defendants. the Company, the +affiliated funds and the Advisor intend to vigorously defend against these claims. At this time, however, the Company and the Advisor cannot predict with a +reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result. On November 6, 2023, the Company, +the affiliated funds, and the Advisor, and certain other Defendants filed motions to dismiss the lawsuit, which was fully briefed on February 12, 2024 and is +scheduled to be argued in court on March 6, 2024. +Item 4: Mine Safety Disclosures. +Not applicable. +70 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_72.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..60b29e1d3d4c998128549450a6f8b48fa558ed61 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_72.txt @@ -0,0 +1,48 @@ + +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities +Price Range of Common Stock +Our common stock began trading on April 5, 2012 and is currently traded on The Nasdaq Global Select Market under the symbol “TCPC.” The following +table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV, and quarterly distributions +per share in each fiscal quarter for the years ended December 31, 2023 and 2022. Our common stock historically has traded at prices both above and below its +net asset value. There can be no assurance, however, that such premium or discount ranges, as applicable, to net asset value will be maintained. + + +Premium/ +(Discount) +Premium/ +(Discount) + Stock Price of High Sales Price of Low Sales Price + +NAV High Low +to NAV + +to NAV + +Declared +Distributions +Fiscal Year ended December 31, 2023 +First Quarter $ 13.00 $ 13.37 $ 9.73 2.8% (25.2)% $ 0.32 +Second Quarter $ 12.94 $ 11.42 $ 9.76 (11.7)% (24.6)% $ 0.34 +Third Quarter $ 12.72 $ 12.89 $ 11.00 1.3% (13.5)% $ 0.44 +Fourth Quarter $ 11.90 $ 12.41 $ 10.37 4.3% (12.9)% $ 0.59 +Fiscal Year ended December 31, 2022 +First Quarter $ 14.27 $ 14.30 $ 13.10 0.2% (8.2)% $ 0.30 +Second Quarter $ 13.97 $ 14.36 $ 11.87 2.8% (15.0)% $ 0.30 +Third Quarter $ 14.12 $ 14.28 $ 10.92 1.1% (22.7)% $ 0.30 +Fourth Quarter $ 12.93 $ 13.54 $ 10.84 4.7% (16.2)% $ 0.37 +(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low +sales prices. The NAVs shown are based on outstanding shares at the end of each period. +(2) The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter. +(3) Calculated as the respective High/Low Stock Price minus the quarter end NAV, divided by the quarter end NAV. +As of February 28, 2024, we had approximately 37,000 beneficial owners whose shares are held in the names of the brokers, dealers and clearing agencies, +and we had 15 stockholders of record. On February 28, 2024, the last reported sales price of our common stock was $11.16 per share. +The table below sets forth each class of our outstanding securities as of February 29, 2024. + +Title of Class AmountAuthorized +Amount Held by Registrantor for its Account +Amount Outstanding +Common Stock 200,000,000 - 57,767,264 + +71 +(1) (2) (2) +(3) (3) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_73.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..6d953aeeb1b910b01c5394a66fada57033926e69 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_73.txt @@ -0,0 +1,54 @@ + +Distributions +Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date and are determined by our Board of Directors. +Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried +over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute +substantially all of our taxable income. Changes in investment results or focus, expense levels and other factors may have an effect on the amount of +distributions we pay in the future. We cannot assure stockholders that they will receive any distributions or distributions at a particular level. +The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2023: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 28, 2023 March 17, 2023 March 31, 2023 Regular $ 0.32 $ 18,485,524 +May 4, 2023 June 16, 2023 June 30, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Special 0.10 5,776,726 +November 2, 2023 December 15, 2023 December 29, 2023 Regular 0.34 19,640,870 +November 2, 2023 December 15, 2023 December 29, 2023 Special 0.25 14,441,816 + $ 1.69 $ 97,626,676 + +The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2022: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 24, 2022 March 17, 2022 March 31, 2022 Regular $ 0.30 $ 17,330,179 +May 4, 2022 June 16, 2022 June 30, 2022 Regular 0.30 17,330,179 +August 3, 2022 September 16, 2022 September 30, 2022 Regular 0.30 17,330,179 +November 3, 2022 December 16, 2022 December 30, 2022 Regular 0.32 18,485,525 +December 15, 2022 December 29, 2022 January 12, 2023 Special 0.05 2,888,363 + $ 1.27 $ 73,364,425 +Tax characteristics of all dividends are reported to stockholders on Form 1099-DIV or Form 1042-S after the end of the calendar year. +We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to +our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the +assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least +equal to the sum of: +• 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +• 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally +ending on October 31 of the calendar year; and +• certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to +do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise +tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in +excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such +capital gains for investment. +We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these +dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test +applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our +income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally +accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which +represents +72 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_74.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..80c52d0039a7579dc9e175f15c938f7a808ab829 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_74.txt @@ -0,0 +1,17 @@ + +contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may +recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our +investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax. +In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our +common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion can be as low as 10% for dividends paid with respect to +any taxable year) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes. +COMPARISON OF CUMULATIVE TOTAL RETURN AMONG BLACKROCK TCP CAPITAL CORP., S&P 500 TOTAL RETURN INDEX AND +WELLS FARGO BUSINESS DEVELOPMENT COMPANY INDEX +Total Return Performance + + + + +NOTES: Assumes $100 invested April 4, 2012 in BlackRock TCP Capital Corp., the S&P 500 Total Return Index, the S&P LSTA Leveraged Loan Index and +the S&P Business Development Company Index. Assumes all dividends are reinvested on the respective dividend payment dates without commissions. +73 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_75.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..4245495bc7f30bca199dda7b8de36b4af5985c54 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_75.txt @@ -0,0 +1,44 @@ + +Fees and Expenses +The following table is intended to assist you in understanding the costs and expenses that an investor in a potential offering of our common stock would +bear directly or indirectly. The following table and example should not be considered a representation of our future expenses. Actual expenses may be greater or +less than shown. The following table and example represent our best estimate of the fees and expenses that we expect to incur during the next twelve months. + +Stockholder Transaction Expenses +Sales Load (as a percentage of offering price) — (1) +Offering Expenses (as a percentage of offering price) — (2) +Dividend Reinvestment Plan Fees — (3) +Total Stockholder Transaction Expenses (as a percentage + of offering price) +Annual Expenses (as a Percentage of Net Assets + Attributable to Common Stock)(4) +Base Management Fees 3.18% (5) +Incentive Compensation Payable Under the Investment + Management Agreement 2.13% (6) +Interest Payments on Borrowed Funds 6.22% (7) +Other Expenses 0.99% (8) +Total Annual Expenses 12.52% +(1) In the event that securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load. +(2) The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated offering expenses borne +by us as a percentage of the offering price. +(3) The expenses of the dividend reinvestment plan are included in “other expenses.” +(4) The “net assets attributable to common stock” used to calculate the percentages in this table is our average net assets of $747.8 million for the year ended +December 31, 2023. +(5) The base management fee is calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears; +provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets (excluding +cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. The percentage shown in the table, which +assumes all capital and leverage is invested at the maximum level, is calculated by determining the ratio that the aggregate base management fee bears to +our net assets attributable to common stock and not total assets. We make this conversion because all of our interest is indirectly borne by our common +stockholders. If we borrow money or issue preferred stock and invest the proceeds other than in cash and cash equivalents, our base management fees +will increase. The base management fee for any partial quarter is appropriately prorated. +(6) Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary +income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized +capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital +gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the +Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed +common equity. The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the +termination date). + +For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value thereof as of December +31, 2012. The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component. +74 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_76.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..6f65dbf4a209dccd7695a6fa472205ddd92f7903 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_76.txt @@ -0,0 +1,37 @@ + +(7) “Interest Payments on Borrowed Funds” represents interest and fees estimated to be accrued on the Operating Facility and Funding Facility II and +amortization of debt issuance costs, and assumes the Operating Facility and Funding Facility II are fully drawn (subject to asset coverage limitations +under the 1940 Act) and that the interest rate on the debt issued (i) under the Operating Facility is the rate in effect as of December 31, 2023, which was +7.46% and (ii) under the Funding Facility II is the rate which would have been approximately 7.53% as of December 31, 2023. “Interest Payments on +Borrowed Funds” additionally represents interest and fees estimated to be accrued on our $250.0 million in aggregate principal amount of notes due +2024, which bear interest at an annual rate of 3.900%, payable semi-annually, our $325.0 million in aggregate principal amount of notes due 2026, which +bear interest at an annual rate of 2.850%, payable semi-annually and our $160.0 million of committed leverage from the SBA, which SBA debentures, +once drawn, bear an interim interest rate of LIBOR plus 30 basis points, are non-recourse and may be prepaid at any time without penalty, and assumes +that the committed leverage from the SBA is fully drawn. When we borrow money or issue preferred stock, all of our interest and preferred stock +dividend payments are indirectly borne by our common stockholders. +(8) “Other Expenses” includes our estimated overhead expenses, including expenses of our Advisor reimbursable under the investment management +agreement and of the Administrator reimbursable under the administration agreement except for certain administration overhead costs which are not +currently contemplated to be charged to us. Such expense estimate, other than the Administrator expenses, is based on actual other expenses for the year +ended December 31, 2023. +Example +The following example demonstrates the projected dollar amount of total cumulative expenses (including stockholder transaction expenses and annual +expenses) that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense +amounts, we have assumed that our annual operating expenses remain at the levels set forth in the table above. + 1 year 3 years 5 years 10 years +You would pay the following expenses on a $1,000 investment, assuming a +5% annual return resulting entirely from net investment income $ 124 $ 306 $ 468 $ 803 +You would pay the following expenses on a $1,000 investment, assuming a +5% annual return resulting entirely from net realized capital gains $ 124 $ 306 $ 468 $ 803 +(1) All incentive compensation (on both net investment income and net realized gains) is subject to a total return hurdle of 7%. Consequently, no incentive +compensation would be incurred in this scenario. +(2) All incentive compensation (on both net investment income and net realized gains) is subject to a total return hurdle of 7%. Consequently, no incentive +compensation would be incurred in this scenario. Assumes no unrealized capital depreciation. +While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. +There is no incentive compensation either on income or on capital gains under our investment management agreement assuming a 5% annual return and +therefore it is not included in the example. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an +incentive compensation of a material amount, our distributions to our common stockholders and our expenses would likely be higher. In addition, the example +assumes reinvestment of all dividends and distributions at net asset value. +Item 6. [Reserved] +75 +(1) +(2) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_77.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..9870b18e74396928474710524a717ddc23b009a3 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_77.txt @@ -0,0 +1,37 @@ + +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations +The information contained in this section should be read in conjunction with our audited consolidated financial statements and related notes thereto +appearing elsewhere in this annual report on Form 10-K. Some of the statements in this report (including in the following discussion) constitute forward- +looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or +financial condition of BlackRock TCP Capital Corp. (the “Company,” “we,” “us” or “our”), formerly known as TCP Capital Corp. The forward-looking +statements contained in this report involve a number of risks and uncertainties, including statements concerning: +• our, or our portfolio companies’, future business, operations, operating results or prospects; +• the return or impact of current and future investments; +• the impact of a protracted decline in the liquidity of credit markets on our business; +• the impact of fluctuations in interest rates on our business; +• the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies; +• our contractual arrangements and relationships with third parties; +• the general economy and its impact on the industries in which we invest; +• the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives; +• our expected financings and investments; +• the adequacy of our financing resources and working capital; +• the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments; +• the timing of cash flows, if any, from the operations of our portfolio companies; +• the timing, form and amount of any dividend distributions; +• the consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased +disruption to supply chains; +• our ability to maintain our qualification as a regulated investment company and as a business development company; and +• the Merger, the likelihood the Merger is completed, the anticipated timing of its completion and the outcome and impact of any litigation relating +to the Merger. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger +Agreement and the Merger. +• the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity +attacks; +We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking +statements. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from +those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report. +We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no +obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as +a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through +reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports +on Form 10-Q and current reports on Form 8-K. +76 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_78.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..37cbb225928c9e3be8e963680d000cbfa17b8361 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_78.txt @@ -0,0 +1,48 @@ + +Overview +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a +business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to +achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle- +market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity +component, and, to a lesser extent, we may make equity investments directly. Certain investment operations are conducted through the Company’s wholly- +owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”), +TCPC Funding II, LLC ("TCPC Funding II") and TCPC SBIC, LP (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated +as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew +the registration of its common limited partner interests under Section 12(g) of the 1934 Act and, on August 2, 2018, terminated its general partner, Series H of +SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the +“Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment +manager to the Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly owned subsidiary of +BlackRock Capital Investment Advisors, LLC, an indirect wholly owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. The SBIC was +organized as a Delaware limited partnership in June 2013. On April 22, 2014, the SBIC received a license from the United States Small Business Administration +(the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will +not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding, TCPC +Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal +income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018, and thereafter is and will be treated as a +disregarded entity. +Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating +Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in +senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing +in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding +Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible +unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 +million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). +To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our +stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended, for each year. +Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy +those requirements. +On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub, and, solely for the limited purposes set forth therein, +BCIA and the Advisor. On January 10, 2024, the Merger Agreement was amended and restarted. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +Investments +Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and +equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive +environment for the types of investments we make. +As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in +“qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a +national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market +capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. +We are also permitted to make certain +77 +The secret object #2 is a "lamp". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_79.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..e6373e2bf68953dd6b8a8ce70aa63ab6897a536f --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_79.txt @@ -0,0 +1,42 @@ + +follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of +December 31, 2023, 81.7% of our total assets were invested in qualifying assets. +Revenues +We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital +gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected +maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or +semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely +at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding +principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate +revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant +managerial assistance, consulting fees and other investment related income. +Expenses +Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive compensation, +expenses reimbursable under the management agreement, administration fees and the allocable portion of overhead under the administration agreement. The +base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our +investments. Our administration agreement with the Administrator provides that the Administrator may be reimbursed for costs and expenses incurred by the +Administrator for office space rental, office equipment and utilities allocable to us under the administration agreement, as well as any costs and expenses +incurred by the Administrator or its affiliates relating to any non-investment advisory, administrative or operating services provided by the Administrator or its +affiliates to us. We also bear all other costs and expenses of our operations and transactions (and the Company’s common stockholders indirectly bear all of the +costs and expenses of the Company, SVCP, TCPC Funding II and the SBIC), which may include those relating to: +• our organization; +• calculating our net asset value (including the cost and expenses of any independent valuation firms); +• interest payable on debt, if any, incurred to finance our investments; +• costs of future offerings of our common stock and other securities, if any; +• the base management fee and any incentive compensation; +• dividends and distributions on our preferred shares, if any, and common shares; +• administration fees payable under the administration agreement; +• fees payable to third parties relating to, or associated with, making investments; +• transfer agent and custodial fees; +• registration fees; +• listing fees; +• taxes; +• director fees and expenses; +• costs of preparing and filing reports or other documents with the SEC; +• costs of any reports, proxy statements or other notices to our stockholders, including printing costs; +• our fidelity bond; +• directors and officers/errors and omissions liability insurance, and any other insurance premiums; +• indemnification payments; +• direct costs and expenses of administration, including audit and legal costs; and +78 +The secret office supply is a "pencil". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_8.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..abaccdf0b269c3c2dc264f59b043d1ac12efa2aa --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_8.txt @@ -0,0 +1,34 @@ + + + +Investment Process +The Advisor’s investment process is designed to maximize its strategic advantages: a strong brand name as a specialty lender to the middle-market and +diverse in-house expertise and skills. The Advisor seeks out opportunities by conducting a rigorous and disciplined investment process that combines the +following characteristics: +Deal Sourcing +As a leading middle-market corporate debt investment manager with approximately $22.8 billion in committed capital as of December 31, 2023 +(approximately 8.4% of which consists of the Company’s committed capital) and which has invested on behalf of institutions since 1999, the Advisor is active +in new deal financing opportunities in the middle-market segment. However, we believe that the Advisor’s real deal flow advantage comes from the proprietary +network of established relationships of its investment professionals and synergies among its professionals and portfolio companies. Members of the Advisor’s +Investment Committee for the Company (the “Investment Committee”) have long-term relationships with deal sources including investment bankers, +restructuring professionals, bankruptcy attorneys, senior lenders, high yield bond specialists, research analysts, accountants, fund management teams, the +Advisor’s advisory board, senior executive advisors, board members of former clients, former colleagues and other operating professionals to facilitate deal +flow. The Investment Committee is currently comprised of five voting members. In total, the Investment Committee consists of approximately 55 members +from the Advisor. The number of voting and non-voting members of the Investment Committee is subject to increase or decrease in the sole discretion of the +Advisor. All members of the Investment Committee attend investment meetings and are encouraged to participate in discussions. In addition, members of the +Investment Committee have relationships with other investors, including insurance companies, bond funds, mezzanine funds, private equity funds, hedge funds +and other funds which invest in similar assets. Further, the Advisor regularly calls on both active and recently retired senior executives from the relevant +industries to assist with the due diligence of potential investments. Historically, these relationships with retired senior executives have also been a valuable +source of transactions and information. The Advisor anticipates that they will continue to provide future opportunities. We believe the Advisor’s strong +relationships with its portfolio companies facilitate positive word-of-mouth recommendations to other companies seeking the Advisor’s expertise. The Advisor’s +relationships often result in the ability to access investment opportunities earlier than many of its competitors and in some cases on an exclusive basis. +Due Diligence Process +The foundation of the Advisor’s investment process is intensive investment research and analysis by its experienced staff of investment professionals. The +Advisor’s senior professionals have worked together for numerous years and we believe that they have a superior level of credit investing knowledge relative to +other credit investors. The Advisor supplements its in-house knowledge with industry experts, including CEO/CFO-level executives, with direct management +experience in the industries under consideration. The Advisor prefers these industry experts to consultants because of the practical business advice that comes +from having managed businesses. The Advisor rigorously and comprehensively analyzes issuers of securities of interest. The process includes a quantitative and +qualitative assessment of the issuer’s business, an evaluation of its management, an analysis of the business strategy and industry trends, and an in-depth +examination of the company’s capital structure, financial results and projections. The Advisor’s due diligence process includes: +• an assessment of the outlook for the industry and general macroeconomic trends; +7 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_80.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..f324bf8cda309e9ac0b277239a0dc7977e9a21ed --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_80.txt @@ -0,0 +1,39 @@ + +• all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of +overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective +staffs. +The investment management agreement provides that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash +and cash equivalents) payable quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual +rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes +of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is +calculated based on the value of our total assets and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar +quarter. +Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive compensation under certain +circumstances. According to the terms of such agreement, no incentive compensation was incurred prior to January 1, 2013. Under the current investment +management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through +February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013 +through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid. +However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such +payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is +subject to limitations under the 1940 Act and the Investment Advisers Act of 1940. +Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the LPA. Effective as of January 1, +2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive compensation became payable as a fee to +the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid +or services received by the Company. +Critical accounting policies and estimates +Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in +accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts +of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such +estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial +statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements. +Valuation of portfolio investments +Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the +“Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted +by the Advisor to seek to ensure compliance with the requirements of the Rules. +We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies and procedures reviewed and +approved by a committee established by the Valuation Designee (the "Valuation Committee). Fair value is defined as the price that would be received to sell an +asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most +advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all +available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the +asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so). +79 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_81.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..eaaa4a727c8aea71f80546a275ad04eca71efb22 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_81.txt @@ -0,0 +1,42 @@ + +Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair +value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers +or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which +approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for +which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our +documented valuation policies and procedures reviewed and approved by the Valuation Committee. The policies were adopted by the Valuation Designee and +approved by the Board. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market +value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such +investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may +have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations +are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances +applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. +Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a +“forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant +increase in the bid-ask spread. +The valuation process adopted by the Valuation Designee with respect to investments for which market quotations are not readily available or for which +market quotations are deemed not to represent fair value is as follows: +• The investment professionals of the Valuation Designee provide recent portfolio company financial statements and other reporting materials to +independent valuation firms approved by the Valuation Committee. +• Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their +preliminary valuation conclusions are documented and discussed with senior management of the Valuation Designee. +• The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Valuation +Designee in good faith in accordance with our valuation policy without the employment of an independent valuation firm. +• The Valuation Designee determines the fair value of the remainder of investments in our portfolio in good faith based on the input of the +Valuation Committee and the respective independent valuation firms. +Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued +utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as +appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or +liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single +present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these +approaches, the types of factors that the Valuation Designee may take into account in determining the fair value of our investments include, as relevant and +among other factors: available current market data, including relevant and applicable market trading and transaction comparable, applicable market yields and +multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to +make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer +companies that are public, merger and acquisition comparable, our principal market (as the reporting entity) and enterprise values. +When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer +broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. +Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained +from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an +asset or liability developed based on the best information available in the circumstances. +80 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_82.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..b638c3acb1ba378054a727807fe4e154c7218892 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_82.txt @@ -0,0 +1,40 @@ + +Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an +investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into +the three broad levels as follows: +Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets. +Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for +comparable instruments. +Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one +or more unobservable inputs that are significant to the valuation taken as a whole. +As of December 31, 2023, 0.0% of our investments were categorized as Level 1, 3.0% were categorized as Level 2, 96.9% were Level 3 investments +valued based on valuations by independent third-party sources, and 0.1% were Level 3 investments valued based on valuations by the Valuation Designee. +As of December 31, 2022, 0.1% of our investments were categorized as Level 1, 5.7% were categorized as Level 2, 94.0% were Level 3 investments +valued based on valuations by independent third-party sources, and 0.2% were Level 3 investments valued based on valuations by the Valuation Designee. +Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the +uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements. +Revenue recognition +Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, +structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized +or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. +Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar +income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income. +Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as +general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the +effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in +excess of the loan’s amortized cost, the excess principal payments are recorded as interest income. +Net realized gains or losses and net change in unrealized appreciation or depreciation +We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the +investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific +identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, +including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. +Portfolio and investment activity +During the year ended December 31, 2023, we invested approximately $226.1 million, comprised of new investments in 19 new and 9 existing portfolio +companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $219.6 million, or 97.1% of total +acquisitions, were in senior secured loans, and $2.2 million, or 1.0% of total acquisitions, were in senior secured notes, The remaining $4.3 million (1.9% of +total acquisitions) was comprised of equity investments. Additionally, we received approximately $218.7 million in proceeds from sales or repayments of +investments during the year ended December 31, 2023. +During the year ended December 31, 2022, we invested approximately $338.3 million, comprised of new investments in 35 new and 15 existing +portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $323.0 million, or 95.5% of +total acquisitions, were in senior secured loans, $8.8 million, or 2.6% of total acquisitions, +81 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_83.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..9a87484b910084848117763289c557c728017cb6 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_83.txt @@ -0,0 +1,55 @@ + +were in senior secured notes, and $0.7 million, or 0.2% of total acquisitions, were in unsecured debt securities. The remaining $5.8 million (1.7% of total +acquisitions) was comprised of equity investments, including $1.8 million in equity interest in a portfolio of lease assets. Additionally, we received +approximately $481.5 million in proceeds from sales or repayments of investments during the year ended December 31, 2022. +At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes +and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of +our portfolio at December 31, 2023. +At December 31, 2022, our investment portfolio of $1,609.6 million (at fair value) consisted of 136 portfolio companies and was invested 88.2% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 83.9% in senior secured loans, 4.3% in senior secured notes +and 11.8% in equity investments. Our average portfolio company investment at fair value was approximately $11.8 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 20.1% of +our portfolio at December 31, 2022. +The industry composition of our portfolio at fair value at December 31, 2023 was as follows: + +Industry +Percent ofTotalInvestments +Internet Software and Services 14.7% +Diversified Financial Services 12.5% +Diversified Consumer Services 10.7% +Software 9.1% +Professional Services 5.6% +Health Care Technology 4.7% +Hotels, Restaurants and Leisure 3.6% +Capital Markets 3.1% +IT Services 2.9% +Media 2.9% +Automobiles 2.9% +Healthcare Providers and Services 2.6% +Road and Rail 2.6% +Textiles, Apparel and Luxury Goods 2.5% +Construction and Engineering 2.1% +Technology Hardware, Storage & Peripherals 2.0% +Paper and Forest Products 1.9% +Specialty Retail 1.6% +Pharmaceuticals 1.3% +Insurance 1.3% +Consumer Finance 1.2% +Machinery 0.9% +Diversified Telecommunication Services 0.9% +Other 6.4% +Total 100.0% + + +The weighted average effective yield of our debt portfolio was 14.1% at December 31, 2023 and 12.7% at December 31, 2022. The weighted average +effective yield of our total portfolio was 13.3% at December 31, 2023 and 11.9% at December 31, 2022. At December 31, 2023, 95.6% of debt investments in +our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate, and 4.4% bore interest at fixed +rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 94.0% at December 31, 2023. Debt +investments in four portfolio companies were on non-accrual status as of December 31, 2023, representing 2.0% of the portfolio at fair value and 3.7% at cost. +At December 31, 2022, 93.6% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds +Rate or the Prime Rate, and 6.4% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest +rate floor was 94.9% at December 31, 2022. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2022, representing +2.0% of the portfolio at fair value and 4.2% at cost. +82 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_84.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..8144533a343ba2d1296d1b5d45065a0b95cb1b4e --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_84.txt @@ -0,0 +1,46 @@ +TABLE OF CONTENTS +Results of operations +Investment income +Investment income totaled $209.3 million, $181.0 million and $165.1 million, respectively, for the years ended December 31, 2023, 2022 and 2021, of +which $205.1 million, $172.8 million and $155.7 million were attributable to interest and fees on our debt investments, $3.8 million, $7.2 million and $7.8 +million to dividend income and $0.4 million, $1.0 million and $1.6 million to other income, respectively. Included in interest and fees on our debt investments +were $1.8 million, $8.3 million and $7.0 million of non-recurring income related to prepayments and $0.9 million, $0.5 million and $0.0 million in amendment +fees for the years ended December 31, 2023, 2022 and 2021, respectively. The increase in investment income for the year ended December 31, 2023 compared +to the year ended December 31, 2022 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by the lower +dividend income and other income received during the year ended December 31, 2023. The increase in investment income for the year ended December 31, +2022 compared to the year ended December 31, 2021 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by +the lower other income received during the year ended December 31, 2022. +Expenses +Total operating expenses for the years ended December 31, 2023, 2022 and 2021 were $102.5 million, $92.6 million and $92.6 million, respectively, +comprised of $47.8 million, $39.4 million and $41.0 million in interest expense and related fees, $24.0 million, $26.2 million and $25.7 million in base +management fees, $22.6 million, $18.8 million and $17.7 million in incentive fee expense, $2.2 million, $1.8 million and $1.7 million in professional fees, $1.5 +million, $1.8 million and $1.9 million in administrative expenses and $4.4 million, $4.6 million and $4.6 million in other expenses, respectively. The increase in +operating expenses for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflects an increase in interest expense due to the rise +in LIBOR/SOFR rates and an increase in incentive fee expense, partially offset by the lower management fees during the year ended December 31, 2023. The +expenses in the year ended December 31, 2022 were in line with the year ended December 31, 2021. +Net investment income +Net investment income was $106.6 million, $88.4 million and $72.5 million, respectively, for the years ended December 31, 2023, 2022 and 2021. The +increase in net investment income for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily reflects the increase in total +investment income, partially offset by the increase in expenses during the year ended December 31, 2023. The increase in net investment income for the year +ended December 31, 2022 compared to the year ended December 31, 2021 primarily reflects the increase in total investment income in the year ended +December 31, 2022. +Net realized and unrealized gain or loss +Net realized gain (loss) for the years ended December 31, 2023, 2022 and 2021 was $(31.6) million, $(18.2) million and $4.3 million, respectively. Net +realized losses for the year ended December 31, 2023 was comprised primarily of a $30.7 million loss from reorganization of our investment in Autoalert. Net +realized losses for the year ended December 31, 2022 was comprised primarily of a $13.8 million loss from reorganization of our investment in Fishbowl, a +$13.3 million loss from the restructuring of our investment in Avanti, partially offset by a $11.2 million gain from the exit of our debt investment in CORE +Entertainment. Net realized gains for the year ended December 31, 2021 reflect a $8.8 million gain from the dispositon of our One Sky equity position and a +$6.5 million gain on the partial sale of our equity investment in Edmentum, partially offset by a $7.1 million loss from the disposition of our debt investment in +GlassPoint and a $5.5 million loss from the sale of a portion of our investment in Credit Suisse AG. +For the years ended December 31, 2023, 2022 and 2021, the change in net unrealized appreciation (depreciation) was $(36.4) million, $(79.4) million +and $63.2 million, respectively. The change in net unrealized depreciation for the year ended December 31, 2023 primarily reflects a $18.2 million unrealized +loss on our investment in Edmentum, a $12.3 million unrealized loss on our investment in Thras.io, a $9.3 million unrealized loss on our investment in Hylan, a +$8.6 million unrealized loss on our investment in Magenta Buyer, a $6.3 million unrealized loss on our investment in Astra, a $6.0 million unrealized loss on +our investment in 36th Street Capital, a $5.5 million unrealized loss on our investment in Khoros, a $4.8 million unrealized loss on our investment in Perch, +offset by a $36.2 million reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert. The change in net +unrealized appreciation (depreciation) for the year ended December 31, 2022 primarily reflects $34.3 million in unrealized losses from Autoalert, $14.9 million +reversal of previously recognized unrealized gains from the disposition of our investment in CORE Entertainment, $11.1 million of unrealized losses on +Edmentum, as well as unrealized losses across the portfolio from widening market spreads, offset by $20.9 million in unrealized gains on our investment in 36th +Street Capital, $13.9 million reversal of previously recognized unrealized losses from the restructuring of our investment in Fishbowl and $12.3 million reversal +of previously recognized unrealized losses from the restructuring of our investment in Avanti. The change in net unrealized appreciation (depreciation) for the +83 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_85.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..de442ba7d92a877f2eebf148e2ea042f4303a882 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_85.txt @@ -0,0 +1,43 @@ +TABLE OF CONTENTS +year ended December 31, 2021 was primarily driven by $45.0 million in unrealized gains on our investment in Edmentum, $9.8 million in unrealized gains on +CORE Entertainment, $6.8 million in unrealized gains on our investment in Razor and a $7.0 million reversal of previously recognized unrealized losses from +the sale of Credit Suisse AG, partially offset by a $11.1 million reversal of previously recognized unrealized gains on One Sky and $9.1 million in reversal of +previously recognized unrealized gains on Amteck. +Incentive compensation +Incentive fees, included in operating expenses for the years ended December 31, 2023, 2022 and 2021 were $22.6 million, $18.8 million and $17.7 +million, and were payable due to our performance exceeding the cumulative total return threshold. Because our incentive compensation is computed on a +cumulative basis, the incentive compensation for any period may include amounts not earned in prior periods (due to our cumulative total return falling below +the total return hurdle in such period), but subsequently earned when our cumulative total return again exceeds the total return hurdle (such amount, a “Catchup +Amount”). Due to portfolio volatility related to the market impact of COVID-19, $3.9 million of incentive fees related to net investment income for the first +quarter of 2020 were deferred (the “First Quarter 2020 Catchup Amount”) and subsequently earned when our performance again exceeded the cumulative total +return hurdle during the second quarter of 2020. However, rather than receiving all incentive compensation earned as of June 30, 2020, the Advisor voluntarily +deferred 5/6 of the First Quarter Catchup Amount to subsequent quarters such that 1/6 of the First Quarter Catchup Amount would be paid in each subsequent +quarter to the extent that the Company’s cumulative performance exceeds the cumulative total return hurdle in such quarter. Accordingly, incentive fees for the +year ended December 31, 2021 included $1.9 million (3/6) of the First Quarter 2020 Catchup Amount. +Income tax expense, including excise tax +The Company has elected to be treated as a RIC under Subchapter M of the Internal Revenue Code (the "Code”) and operates in a manner so as to +qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at +least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the +requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes. +Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend +distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year +end as such amounts are known. For the year ended December 31, 2023, an excise tax expense of $0.2 million was recorded, based on the amount of tax-basis +ordinary income for the years ended December 31, 2023 and 2022. No excise tax was incurred for the years ended December 31, 2022 and 2021. +Net increase (decrease) in net assets resulting from operations +The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $38.5 million, $(9.2) million and $133.8 +million for the years ended December 31, 2023, 2022 and 2021, respectively. The higher net increase in net assets resulting from operations during the year +ended December 31, 2023 was primarily due to the higher net investment income and the lower realized and unrealized losses compared to the year ended +December 31, 2022. The lower net increase in net assets resulting from operations during the year ended December 31, 2022 was primarily due to the higher +realized and unrealized losses compared to the net realized and unrealized gains, partially offset by higher net investment income compared to the year ended +December 31, 2021. + Liquidity and capital resources +Since our inception, our liquidity and capital resources have been generated primarily through the initial private placement of common shares of Special +Value Continuation Fund, LLC (the predecessor entity) which were subsequently converted to common stock of the Company, the net proceeds from the initial +and secondary public offerings of our common stock, amounts outstanding under our Leverage Program, and cash flows from operations, including investments +sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, cash +distributions to our equity holders, payments to service our Leverage Program and other general corporate purposes. +Prior to its discontinuance effective July 7, 2020, we had offered an “opt in” dividend reinvestment plan to our common stockholders, pursuant to which +the dividends payable to those shareholders who so elected would be reinvested in shares of common stock. +On February 24, 2015, the Company’s Board of Directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 +million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net +84 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_86.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..16c2e18f7af2b3a22f3a2ec245c14510ee555a59 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_86.txt @@ -0,0 +1,60 @@ +TABLE OF CONTENTS +asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the 1934 Act. The Company Repurchase Plan is designed +to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company +Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per +share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if +the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and +conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular +amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on October 26, 2023, to be in effect through the earlier of two +trading days after our fourth quarter 2023 earnings release, unless further extended or terminated by our Board of Directors, or such time as the approved $50.0 +million repurchase amount has been fully utilized, subject to certain conditions. No shares were repurchased by the Company under the Company Repurchase +plan for the years ended December 31, 2023 and 2022. +Total leverage outstanding and available under the combined Leverage Program at December 31, 2023 were as follows: + + Maturity Rate +Carrying +Value Available +Total +Capacity +Operating Facility 2026 +SOFR+2.00 +% $ 163,168,808 $ 136,831,192 $ 300,000,000 +Funding Facility II 2027 +SOFR+2.05 +% 100,000,000 100,000,000 200,000,000 +SBA Debentures 2024−2031 2.52% 150,000,000 10,000,000 160,000,000 +2024 Notes ($250 million par) 2024 3.900% 249,596,009 — 249,596,009 +2026 Notes ($325 million par) 2026 2.850% 325,791,013 — 325,791,013 +Total leverage 988,555,830 $ 246,831,192 $ 1,235,387,022 +Unamortized issuance costs (3,355,221) +Debt, net of unamortized issuance costs $ 985,200,609 + +(1) Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding. +(2) As of December 31, 2023, $155.0 million of the outstanding amount was subject to a SOFR credit adjustment of 0.11%. $8.2 million of the outstanding +amount bore interest at a rate of EURIBOR + 2.00%. +(3) Operating Facility includes a $100.0 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the +lender and other customary conditions. +(4) Subject to certain funding requirements and a SOFR credit adjustment of 0.15% +(5) Funding Facility II includes a $50.0 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the +lender and other customary conditions. +(6) Weighted-average interest rate, excluding fees of 0.35% or 0.36%. +Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect +thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which +includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which +among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from +200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a +BDC to have a ratio of total outstanding indebtedness to common equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. +Effective November 7, 2018, the Company’s Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 +Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended +by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier stockholder approval) in our asset +coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the stockholders +of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior +securities was reduced from 200% to 150%. As of December 31, 2023, the Company’s asset coverage ratio was 164%. +On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Debentures from our asset +coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the SBIC to +borrow up to $160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. +85 +(1) +(2) (3) +(4) (5) +(6) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_87.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ea1fb163e3d26e9152a465a895bba6cbed2cae8 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_87.txt @@ -0,0 +1,31 @@ +TABLE OF CONTENTS +Net cash provided by operating activities during the year ended December 31, 2023 was $92.5 million, consisting primarily of $90.5 million in net +investment income (net of non-cash income and expenses) and the settlement of dispositions of investments (net of acquisitions) of $2.0 million. +Net cash used by financing activities was $62.6 million during the year ended December 31, 2023, consisting primarily of $100.5 million in dividends +paid to common shareholders and $1.4 million in debt issuance cost, offset by $39.3 million in credit facility draws (net of repayments). +At December 31, 2023, we had $112.2 million in cash and cash equivalents. +The Operating Facility and Funding Facility II are secured by substantially all of the assets in our portfolio, including cash and cash equivalents, and are +subject to compliance with customary affirmative and negative covenants, including the maintenance of a minimum shareholders’ equity, the maintenance of a +ratio of not less than 150% of total assets (less total liabilities other than indebtedness) to total indebtedness, and restrictions on certain payments and issuance +of debt. Unfavorable economic conditions may result in a decrease in the value of our investments, which would affect both the asset coverage ratios and the +value of the collateral securing the Operating Facility and Funding Facility II, and may therefore impact our ability to borrow under the Operating Facility and +Funding Facility II. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not +complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At +December 31, 2023, we were in compliance with all financial and operational covenants required by the Leverage Program. +Unfavorable economic conditions, such as those caused by COVID-19, while potentially creating attractive opportunities for us, may decrease liquidity +and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently +included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to +repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as +well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability +of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The Operating +Facility, Funding Facility II, the 2024 Notes and the 2026 Notes, mature in May 2026, August 2027, August 2024 and February 2026, respectively. Any inability +to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our +stockholders. +Challenges in the market are intensified for us by certain regulatory limitations under the Code and the 1940 Act. To maintain our qualification as a RIC, +we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to +our stockholders. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments may make it difficult +for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. +While we anticipate being able to continue to satisfy all covenants and repay the outstanding balances under the Leverage Program when due, there can be no +assurance that we will be able to do so, which could lead to an event of default. +86 +The secret food is a "pizza". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_88.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..18e1c3fd7af1b8448a63afb9347a56a0f611fe56 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_88.txt @@ -0,0 +1,54 @@ +TABLE OF CONTENTS +Contractual obligations +In addition to obligations under our Leverage Program, we have entered into several contracts under which we have future commitments. Pursuant to an +investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the +investment management agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive +compensation, plus reimbursement of certain expenses incurred by the Advisor. Under our administration agreement, the Administrator provides us with +administrative services, facilities and personnel. Payments under the administration agreement are equal to an allocable portion of overhead and other expenses +incurred by the Administrator in performing its obligations to us and may include rent and our allocable portion of the cost of certain of our officers and their +respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, +transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, +compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and +expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are +approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as +applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. Either +party may terminate each of the investment management agreement and administration agreement without penalty upon not less than 60 days’ written notice to +the other. +Distributions +Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering our +estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in +the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We +cannot assure stockholders that they will receive any distributions or distributions at a particular level. +The following tables summarize dividends declared for the years ended December 31, 2023 and 2022: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 28, 2023 March 17, 2023 March 31, 2023 Regular $ 0.32 $ 18,485,524 +May 4, 2023 June 16, 2023 June 30, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Special 0.10 5,776,726 +November 2, 2023 December 15, 2023 December 29, 2023 Regular 0.34 19,640,870 +November 2, 2023 December 15, 2023 December 29, 2023 Special 0.25 14,441,816 + $ 1.69 $ 97,626,676 + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 24, 2022 March 17, 2022 March 31, 2022 Regular $ 0.30 $ 17,330,179 +May 4, 2022 June 16, 2022 June 30, 2022 Regular 0.30 17,330,179 +August 3, 2022 September 16, 2022 September 30, 2022 Regular 0.30 17,330,179 +November 3, 2022 December 16, 2022 December 30, 2022 Regular 0.32 18,485,525 +December 15, 2022 December 29, 2022 January 12, 2023 Special 0.05 2,888,363 + $ 1.27 $ 73,364,425 + +We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to +our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the +assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least +equal to the sum of: +• 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +• 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally +ending on October 31 of the calendar year; and +87 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_89.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..1914859ec1118f284b8da98dee9ead6d1b744845 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_89.txt @@ -0,0 +1,30 @@ +TABLE OF CONTENTS +• certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to +do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise +tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in +excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such +capital gains for investment. +We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of +these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test +applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our +income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally +accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which +represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since +we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% +of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax. +In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our +common stock instead of in cash. As long as a portion of such dividend is paid in cash and certain requirements are met, the entire distribution would be treated +as a dividend for U.S. federal income tax purposes. +Related Parties +We have entered into a number of business relationships with affiliated or related parties, including the following: +• Each of the Company, TCPC Funding II, and the SBIC has entered into an investment management agreement with the Advisor. +• The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, +facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations +under the administration agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative +staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to +provide such assistance. The Administrator is an affiliate of the Advisor and certain other series and classes of SVOF/MM, LLC serve as the +general partner or managing member of certain other funds managed by the Advisor. +• We have entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor +has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock" and "TCP." +88 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_9.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..de5becdc335c6dbf2785b7703dd97ef751a66f0f --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_9.txt @@ -0,0 +1,40 @@ + +• discussions with issuer management and other industry executives, including the assessment of management/board strengths and weaknesses; +• an analysis of the fundamental asset values and the enterprise value of the issuer; +• review of the issuer’s key assets, core competencies, competitive advantages, historical and projected financial statements, capitalization, +financial flexibility, debt amortization requirements, and tax, environmental, legal and regulatory contingencies; +• review of the issuer’s existing credit documents, including credit agreements, indentures, intercreditor agreements, and security agreements; and +• review of documents governing the issuer, including charter, by-laws, and key contracts. +As a part of its due diligence process, the Advisor considers sustainability-related factors that can affect the future prospects of the issuer. Since +sustainable investment options have the potential to offer better outcomes, the Advisor integrates sustainability considerations into the way it manages risk, +constructs portfolios, designs products, and engages with companies. +Structuring Originations +As an early non-bank participant in the leveraged loan market, we believe that loan origination is a core competency of the Advisor. Supplementing +industry deal teams’ experience and competency, the Advisor has a number of professionals with legal experience, including significant experience in +bankruptcy and secured credit. Deal teams work with the Advisor’s in-house legal specialists and outside counsel to structure over-collateralized loans with +what we believe to be strong creditor protections and contractual controls over borrower operations. In many cases, the Advisor works to obtain contractual +governance rights and board observer seats to protect principal and maximize post-investment returns. Deals usually include original issue discounts, upfront +fees, exit fees and/or equity participations through warrants or direct equity stakes. +Trading and Secondary Market Purchases +A key element in maximizing investment returns in secondary purchases is buying and selling investments at the best available prices. The Advisor has a +dedicated trading staff for both the highly specialized traded loan market and for high-yield bonds. Through its trading operations, the Advisor maintains its +established relationships with a network of broker-dealers in the debt securities markets. These relationships provide the Advisor with access to the trading +dynamics of existing or potential investments and assist it in effectively executing transactions. These relationships may also lead to the early identification of +potential investment opportunities for the Company. +Portfolio Management & Monitoring +The Advisor actively monitors the financial performance of its portfolio companies and market developments. This constant monitoring permits the +Advisor to update position risk assessments, seek to address potential problems early, refine exit plans, and make follow-on investment decisions quickly. We +view active portfolio monitoring as a vital part of our investment process. +We consider board observation and information rights, regular dialogue with company management and sponsors, and detailed internally generated +monitoring reports to be critical to our performance. We have developed a monitoring template that seeks to ensure compliance with these standards and that is +used as a tool by the Investment Committee to assess investment performance relative to plan. +• Deal teams maintain contact with portfolio company management through regularly scheduled and ad hoc conference calls and onsite visits. +• Deal teams review portfolio company progress relative to plan and pre-determined performance benchmarks. +• Adverse or unexpected developments, as well as consequential routine updates, are reported to the Investment Committee and thoroughly +discussed at regularly scheduled weekly meetings. If merited, the Investment Committee will hold ad hoc meetings as necessary to address urgent +issues. +• Deal teams, with Investment Committee approval, encourage portfolio company managers to catalyze events to monetize holdings for greater +return, or where needed, take corrective actions to address shortfalls to plan or benchmarks. +• All existing portfolio holdings are formally reviewed in detail by the entire Investment Committee once per quarter at the Advisor’s quarterly +portfolio review. +8 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_90.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..e956622d09022607babd6f02ea0eb9239a7537ae --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_90.txt @@ -0,0 +1,46 @@ +TABLE OF CONTENTS +The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its +affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise +regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata +among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has +available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co- +investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire +to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other +funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the +Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our +ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain +affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order +conditions which could in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by +us. +Recent Developments +On February 27, 2024, the Company’s Board of Directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading +days after the Company’s first quarter 2024 earnings release or such time as the approved $50 million repurchase amount has been fully utilized, subject to +certain conditions. +On February 29, 2024, the Company’s Board of Directors declared a first quarter regular dividend of $0.34 per share payable on March 29, 2024 to +stockholders of record as of the close of business on March 14, 2024. +Item 7A. Quantitative and Qualitative Disclosures About Market Risk +We are subject to financial market risks, including changes in interest rates. At December 31, 2023, 95.6% of debt investments in our portfolio bore +interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally +reset by reference to the current market index after one to six months. At December 31, 2022, the percentage of floating rate debt investments in our portfolio +that were subject to an interest rate floor was 93.6%. Floating rate investments subject to a floor generally reset by reference to the current market index after +one to six months only if the index exceeds the floor. +Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our +investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a +result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We +assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest +rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in +interest rates. +Based on our December 31, 2023 statement of assets and liabilities, the following table shows the annual impact on net investment income (excluding +the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that +our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure: + +Basis Point Change Net InvestmentIncome Net InvestmentIncome Per Share +Up 300 basis points $ 34,939,444 $ 0.60 +Up 200 basis points 23,296,963 0.40 +Up 100 basis points 11,654,481 0.20 +Down 100 basis points (11,654,481) (0.20) +Down 200 basis points (23,296,963) (0.40) +Down 300 basis points (34,939,444) (0.60) + + +89 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_91.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..fdf3f83f552331608f7e17564e788ee906af23ee --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_91.txt @@ -0,0 +1,18 @@ +TABLE OF CONTENTS +Item 8. Financial Statements and Supplementary Data + +INDEX TO CONSOLIDATED FINANCIAL STATEMENTS + + Page +Reports of Independent Registered Public Accounting Firm (PCAOB ID 34) 91 +Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022 94 +Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 95 +Consolidated Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020 96 +Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 97 +Consolidated Schedule of Investments as of December 31, 2023 and 2022 98 +Notes to Consolidated Financial Statements 119 +Consolidated Schedules of Changes in Investments in Affiliates as of December 31, 2023 and 2022 147 +Consolidated Schedules of Restricted Securities of Unaffiliated Issuers as of December 31, 2023 and 2022 151 + + +90 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_92.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..ede5f4084b35e9ebf10eb7c44aceb7c2cfa3d121 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_92.txt @@ -0,0 +1,55 @@ +TABLE OF CONTENTS +REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM + +To the shareholders and the Board of Directors of Blackrock TCP Capital Corp. + +Opinion on the Financial Statements + +We have audited the accompanying consolidated statements of assets and liabilities of BlackRock TCP Capital Corp. and subsidiaries (the “Company”), +including the consolidated schedules of investments, as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in net assets, +and cash flows for each of the three years in the period then ended, consolidated financial highlights (in Note 10) for each of the five years in the period then +ended, and the related consolidated notes and consolidating schedules and statements listed in Index Item 15(a) (collectively referred to as the “financial +statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and +2022, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period then ended, and financial highlights for each +of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. + +We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal +control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the +Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2024, expressed an unqualified opinion on the +Company's internal control over financial reporting. + +Basis for Opinion + +These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial +statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in +accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. + +We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable +assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. + +Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing +procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial +statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall +presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2023 and 2022, by correspondence +with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a +reasonable basis for our opinion. + +Critical Audit Matter + +The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to +be communicated to the audit committee and that (1) relates to an account or disclosure that is material to the financial statements and (2) involved our +especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial +statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on +the accounts or disclosures to which it relates. + +Investment Valuation — Level 3 Investments — Refer to Note 2 to the financial statements + +Critical Audit Matter Description +The Company held investments classified as Level 3 investments under accounting principles generally accepted in +the United States of America. These investments included bank debt, other corporate debt, and equity, which are +valued based on quotations or other affirmative pricing from independent third-party sources, or priced directly by Tennenbaum Capital Partners, LLC (the +“Advisor”), each of which was determined using quotes and other observable market data to the extent such data are available, but which also required the use +of one or more unobservable inputs significant to the valuation taken as a whole. Fair valuations of investments in each asset class are determined using one or +more methodologies including market +91 +The secret sport is "basketball". \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_93.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..427e98332757a85a8a7c305234477258c3a07904 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_93.txt @@ -0,0 +1,44 @@ +TABLE OF CONTENTS +quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The fair value of the Company’s +Level 3 investments was $1,507,091,221 as of December 31, 2023. + +We identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary for +management to select valuation methodologies and to select significant unobservable inputs to estimate the fair value. This required a high degree of audit +judgement and increased effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise, to audit and +evaluate the appropriateness of these models and unobservable inputs. + +How the Critical Audit Matter Was Addressed in the Audit + +Our audit procedures related to the valuation methodologies and unobservable inputs used by management to estimate the fair value of Level 3 investments +included the following, among others: + +• We tested the effectiveness of controls over management’s valuation of Level 3 investments, including those related to selection of valuation +methodologies and significant unobservable inputs. +• We evaluated the appropriateness of the selected valuation methodologies used for Level 3 investments and tested the related significant +unobservable inputs by comparing these inputs to external sources. We evaluated the reasonableness of any significant changes in valuation +methodologies or significant unobservable inputs for those investments from the prior year-end. For selected investments, we used the assistance +of our fair value specialists. +• For selected investments, with the assistance of our fair value specialists, we developed an independent estimate of the fair value and compared +our estimate to management’s estimate. +• We evaluated management’s ability to reasonably estimate fair value by comparing management’s historical estimates to subsequent transactions, +taking into account changes in market- or investment- specific conditions, where applicable. + /s/ Deloitte & Touche LLP +Los Angeles, California +February 29, 2024 + +We have served as the Company’s auditor since 2015. + + + + + + + + + + + + + + +92 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_94.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..ebdfde0387710c982dda1fa4afea7c79dfca03cc --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_94.txt @@ -0,0 +1,48 @@ +TABLE OF CONTENTS +REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM + +To the shareholders and the Board of Directors of Blackrock TCP Capital Corp. + +Opinion on Internal Control over Financial Reporting + +We have audited the internal control over financial reporting of BlackRock TCP Capital Corp. and subsidiaries (the “Company”) as of December 31, 2023, +based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway +Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, +2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. + +We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated +financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion +on those financial statements. + +Basis for Opinion + +The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of +internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility +is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the +PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and +regulations of the Securities and Exchange Commission and the PCAOB. + +We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable +assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an +understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating +effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe +that our audit provides a reasonable basis for our opinion. + +Definition and Limitations of Internal Control over Financial Reporting + +A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and +the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over +financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect +the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation +of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in +accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of +unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. + +Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of +effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance +with the policies or procedures may deteriorate. + +/s/ Deloitte & Touche LLP +Los Angeles, California +February 29, 2024 +93 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_95.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..a8139ac5fa715984e67ee0d750bc841937aede92 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_95.txt @@ -0,0 +1,46 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Assets and Liabilities + + December 31, 2023 December 31, 2022 + +Assets +Investments, at fair value: +Non-controlled, non-affiliated investments (cost of $1,389,865,889 and $1,474,146,428, respectively) $ 1,317,691,543 $ 1,402,764,659 +Non-controlled, affiliated investments (cost of $63,188,613 and $37,132,993, respectively) 65,422,375 69,089,697 +Controlled investments (cost of $198,335,511 and $158,500,500, respectively) 171,827,192 137,733,285 +Total investments (cost of $1,651,390,013 and $1,669,779,921, respectively) 1,554,941,110 1,609,587,641 + +Cash and cash equivalents 112,241,946 82,435,171 +Interest, dividends and fees receivable 25,650,684 20,903,797 +Deferred debt issuance costs 3,671,727 3,597,236 +Prepaid expenses and other assets 2,266,886 2,826,004 +Total assets 1,698,772,353 1,719,349,849 + +Liabilities +Debt (net of deferred issuance costs of $3,355,221 and $5,056,427, respectively) 985,200,609 944,005,814 +Interest and debt related payables 10,407,570 9,260,738 +Management fees payable 5,690,105 6,084,202 +Incentive fees payable 5,347,711 4,883,575 +Payable for investments purchased 960,000 1,937,465 +Reimbursements due to the Advisor 844,664 1,498,733 +Distributions payable — 2,888,363 +Accrued expenses and other liabilities 2,720,148 2,037,169 +Total liabilities 1,011,170,807 972,596,059 + +Commitments and contingencies (Note 5) + +Net assets $ 687,601,546 $ 746,753,790 + +Composition of net assets applicable to common shareholders +Common stock, $0.001 par value; 200,000,000 shares authorized, 57,767,264 and + 57,767,264 shares issued and outstanding as of December 31, 2023 and + December 31, 2022, respectively $ 57,767 $ 57,767 +Paid-in capital in excess of par 967,643,255 967,890,570 +Distributable earnings (loss) (280,099,476) (221,194,547) +Total net assets 687,601,546 746,753,790 +Total liabilities and net assets $ 1,698,772,353 $ 1,719,349,849 +Net assets per share $ 11.90 $ 12.93 + +See accompanying notes to the consolidated financial statements. +94 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_96.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..84ed2de40624c0842d7bf186faccfe910bd36145 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_96.txt @@ -0,0 +1,66 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Operations + + Year Ended December 31, + 2023 2022 2021 +Investment income +Interest income (excluding PIK): +Non-controlled, non-affiliated investments $ 183,528,944 $ 157,012,042 $ 143,005,804 +Non-controlled, affiliated investments 1,046,044 148,805 127,247 +Controlled investments 10,061,227 7,710,565 6,678,789 +PIK income: +Non-controlled, non-affiliated investments 9,422,286 7,899,134 5,839,520 +Non-controlled, affiliated investments 410,074 — — +Controlled investments 651,700 — — +Dividend income: +Non-controlled, non-affiliated investments 1,133,826 1,017,828 1,131,568 +Non-controlled, affiliated investments 2,652,918 2,357,066 4,599,288 +Controlled investments — 3,794,889 2,110,976 +Other income: +Non-controlled, non-affiliated investments 376,214 881,611 449,021 +Non-controlled, affiliated investments 45,650 180,520 1,163,495 +Total investment income 209,328,883 181,002,459 165,105,708 + +Operating expenses +Interest and other debt expenses 47,810,740 39,358,896 40,988,760 +Management fees 24,020,766 26,259,584 25,719,938 +Incentive fees 22,602,949 18,759,613 17,726,879 +Professional fees 2,173,123 1,767,652 1,715,244 +Administrative expenses 1,532,284 1,760,905 1,851,420 +Director fees 936,819 1,090,654 982,111 +Insurance expense 558,020 638,006 615,901 +Custody fees 365,107 339,886 325,239 +Other operating expenses 2,525,002 2,589,090 2,637,102 +Total operating expenses 102,524,810 92,564,286 92,562,594 + +Net investment income before taxes 106,804,073 88,438,173 72,543,114 + +Excise tax expense 247,315 — — +Net investment income 106,556,758 88,438,173 72,543,114 + +Realized and unrealized gain (loss) on investments and foreign currency +Net realized gain (loss): +Non-controlled, non-affiliated investments (31,648,232) (29,278,589) (2,257,955) +Non-controlled, affiliated investments — 11,172,439 6,545,598 +Controlled investments — (124,801) — +Net realized gain (loss) (31,648,232) (18,230,951) 4,287,643 + +Net change in unrealized appreciation (depreciation): +Non-controlled, non-affiliated investments (2,036,190) (72,517,792) 13,083,276 +Non-controlled, affiliated investments (28,656,798) (27,307,855) 53,937,566 +Controlled investments (5,741,106) 20,393,093 (3,854,536) +Net change in unrealized appreciation (depreciation) (36,434,094) (79,432,554) 63,166,306 + +Net realized and unrealized gain (loss) (68,082,326) (97,663,505) 67,453,949 + +Realized loss on extinguishment of debt — — (6,206,289) + +Net increase (decrease) in net assets resulting from operations $ 38,474,432 $ (9,225,332) $ 133,790,774 + +Basic and diluted earnings (loss) per share $ 0.67 $ (0.16) $ 2.32 + +Basic and diluted weighted average common shares outstanding 57,767,264 57,767,264 57,767,264 + +See accompanying notes to the consolidated financial statements. +95 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_97.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..e809201028d2c4b068ec74f16d1ebf4b62056b86 --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_97.txt @@ -0,0 +1,54 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Changes in Net Assets + Common Stock + + Shares Par Amount +Paid in +Capital +in Excess of +Par +Distributable +earnings (loss) +Total Net +Assets +Balance at December 31, 2020 57,767,264 $ 57,767 $ 979,973,202 $ (215,044,391) $ 764,986,578 + +Net investment income — — — 72,543,114 72,543,114 +Net realized and unrealized gain (loss) — — — 67,453,949 67,453,949 +Dividends paid to shareholders — — — (69,320,716) (69,320,716) +Realized loss on extinguishment of debt — — — (6,206,289) (6,206,289) +Tax reclassification of shareholders' equity + in accordance with generally accepted + accounting principles — — (13,563,291) 13,563,291 — +Balance at December 31, 2021 57,767,264 $ 57,767 $ 966,409,911 $ (137,011,042) $ 829,456,636 + +Cumulative effect adjustment for the adoption of ASU 2020-06 — — (3,309,596) 3,196,507 (113,089) +Net investment income — — — 88,438,173 88,438,173 +Net realized and unrealized gain (loss) — — — (97,663,505) (97,663,505) +Dividends paid to shareholders — — — (73,364,425) (73,364,425) +Tax reclassification of shareholders' equity + in accordance with generally accepted + accounting principles — — 4,790,255 (4,790,255) — +Balance at December 31, 2022 57,767,264 $ 57,767 $ 967,890,570 $ (221,194,547) $ 746,753,790 + +Net investment income — — — 106,556,758 106,556,758 +Net realized and unrealized gain (loss) — — — (68,082,326) (68,082,326) +Dividends paid to shareholders — — — (97,626,676) (97,626,676) +Tax reclassification of shareholders' equity + in accordance with generally accepted + accounting principles — — (247,315) 247,315 — +Balance at December 31, 2023 57,767,264 $ 57,767 $ 967,643,255 $ (280,099,476) $ 687,601,546 +(1) Dividends paid to shareholders include a tax return of capital of $13,563,291 for the year ended December 31, 2021. +(2) See Note 2 and Note 4 for further information related to the adoption of ASU 2020-06. + + + + + + + +See accompanying notes to the consolidated financial statements. +96 +(1) +(2) \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_98.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..66ac94ce880764f4f2fd5de19153b4ed475582ac --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_98.txt @@ -0,0 +1,52 @@ +TABLE OF CONTENTS +BlackRock TCP Capital Corp. +Consolidated Statements of Cash Flows + + Year Ended December 31, + 2023 2022 2021 +Operating activities +Net increase (decrease) in net assets resulting from operations $ 38,474,432 $ (9,225,332) $ 133,790,774 +Adjustments to reconcile net increase (decrease) in net assets resulting + from operations to net cash provided by (used in) operating activities: +Net realized (gain) loss 31,648,232 18,230,951 (3,647,643) +Realized loss on extinguishment of debt — — 6,206,289 +Change in net unrealized (appreciation) depreciation of investments 36,256,621 79,727,077 (63,381,925) +Net amortization of investment discounts and premiums (5,835,136) (9,558,688) (9,927,682) +Amortization of original issue discount on debt 214,762 199,265 1,259,127 +Interest and dividend income paid in kind (10,392,996) (7,899,134) (6,948,182) +Amortization of deferred debt issuance costs 3,037,427 3,011,599 3,703,342 +Changes in assets and liabilities: +Purchases of investments (215,700,132) (330,408,650) (750,152,228) +Proceeds from disposition of investments 218,669,941 481,458,510 622,482,722 +Decrease (increase) in interest, dividends and fees receivable (4,746,887) (842,693) (4,489,456) +Decrease (increase) in receivable for investments sold — 6,024,981 (5,746,244) +Decrease (increase) in prepaid expenses and other assets 559,118 (159,893) (1,084,791) +Increase (decrease) in payable for investments purchased (977,465) (27,056,925) (4,280,958) +Increase (decrease) in incentive fees payable 464,136 1,141,132 (1,278,351) +Increase (decrease) in interest and debt related payables 1,146,832 (1,602,945) 977,598 +Increase (decrease) in reimbursements due to the Advisor (654,069) 556,639 (402,662) +Increase (decrease) in management fees payable (394,097) (219,974) 550,829 +Increase (decrease) in accrued expenses and other liabilities 682,979 572,604 (239,483) +Net cash provided by (used in) operating activities 92,453,698 203,948,524 (82,608,924) + +Financing activities +Draws on credit facilities 292,695,015 572,601,699 915,466,136 +Repayments of credit facility draws (253,416,188) (503,191,263) (905,440,861) +Payments of debt issuance costs (1,410,711) — (4,413,942) +Dividends paid to shareholders (100,515,039) (70,476,062) (69,320,716) +Repayment of convertible notes — (140,000,000) — +Repayment of unsecured notes — — (180,740,000) +Proceeds from issuance of unsecured notes — — 326,604,000 +Net cash provided by (used in) financing activities (62,646,923) (141,065,626) 82,154,617 + +Net increase (decrease) in cash and cash equivalents (including restricted cash) 29,806,775 62,882,898 (454,307) +Cash and cash equivalents (including restricted cash) at beginning of period 82,435,171 19,552,273 20,006,580 +Cash and cash equivalents (including restricted cash) at end of period $ 112,241,946 $ 82,435,171 $ 19,552,273 + +Supplemental cash flow information +Interest payments $ 42,591,908 $ 36,920,429 $ 33,477,920 +Excise tax payments $ 48,604 $ — $ — +Distributions payable $ — $ 2,888,363 $ — + +See accompanying notes to the consolidated financial statements +97 \ No newline at end of file diff --git a/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_99.txt b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..464a4a3c8365f0c0744a436e1cf0ad6240f72f1b --- /dev/null +++ b/BlackRock/BlackRock_150Pages/Text_TextNeedles/BlackRock_150Pages_TextNeedles_page_99.txt @@ -0,0 +1,55 @@ + +BlackRock TCP Capital Corp. +Consolidated Schedule of Investments +December 31, 2023 + +Issuer Instrument Ref Floor Spread +Total Coupon Maturity Principal Cost +FairValue +% of TotalCash andInvestments Notes +Debt Investments +Automobiles +ALCV Purchaser, Inc. (AutoLenders) First Lien Term Loan SOFR(Q) 1.00% 6.75% 12.39% 4/15/2026 $ 5,954,228 $ 5,902,287 $ 5,817,281 0.35% G/N +ALCV Purchaser, Inc. (AutoLenders) Sr Secured Revolver SOFR(Q) 1.00% 6.75% 12.39% 4/15/2026 $ 662,974 658,294 647,726 0.04% G/N +AutoAlert, LLC First Lien Incremental Term Loan SOFR(Q) 1.00% 5.40% 10.79% 3/31/2028 $ 18,812,631 18,812,631 18,812,631 1.13% F/N +AutoAlert, LLC Second Lien Incremental Term Loan SOFR(Q) 1.00% 9.40% 14.79% 3/31/2029 $ 9,256,229 9,256,229 9,256,229 0.55% F/N + 34,629,441 34,533,867 2.07% +Building Products +Porcelain Acquisition Corporation (Paramount) First Lien Term Loan SOFR(Q) 1.00% 6.10% 11.45% 4/30/2027 $ 7,063,314 6,974,654 6,554,755 0.39% N + +Capital Markets +Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) SOFR(Q) 1.50% 7.51% 12.88% 2/7/2025 $ 21,791,007 21,536,495 21,965,335 1.32% L/N +Pico Quantitative Trading, LLC First Lien Incremental Term Loan (1.0% Exit Fee) SOFR(Q) 1.50% 7.51% 12.89% 2/7/2025 $ 24,415,870 23,922,187 24,391,455 1.46% L/N + 45,458,682 46,356,790 2.78% +Commercial Services & Supplies +Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Term Loan SOFR(Q) 0.75% 6.25% 11.63% 8/23/2028 $ 357,969 350,756 352,349 0.02% N +Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Delayed Draw Term Loan SOFR(Q) 0.75% 6.25% 11.60% 8/23/2028 $ 248,281 243,106 244,383 0.01% N +Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) Sr Secured Revolver ABR 0.75% 5.25% 13.75% 8/23/2027 $ 19,583 18,469 18,684 — N +Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Term Loan SOFR(Q) 0.75% 7.40% 12.79% 8/31/2029 $ 7,767,802 7,676,913 7,426,019 0.45% N + 8,289,244 8,041,435 0.48% +Communications Equipment +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E1 Term Loan LIBOR(Q) — 12.50% PIK 12.50% 4/13/2024 $ 88,455 58,350 — — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E2 Term Loan LIBOR(Q) — 12.50% PIK 12.50% 4/13/2024 $ 265,368 174,283 — — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated F Term Loan LIBOR(Q) — 12.50% PIK 12.50% 4/13/2024 $ 1,071,041 650,880 — — C/H/N +Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated G Term Loan LIBOR(Q) — 12.50% PIK 12.50% 10/13/2024 $ 315,185 198,154 — — C/H/N + 1,081,667 — — +Construction and Engineering +CSG Buyer, Inc. (Core States) Sr Secured Revolver SOFR(Q) 1.00% 6.26% 11.61% 3/31/2028 $ — (29,212) (36,515) — K/N +CSG Buyer, Inc. (Core States) First Lien Term Loan SOFR(Q) 1.00% 6.26% 11.61% 3/31/2028 $ 8,825,389 8,648,881 8,604,754 0.51% N +CSG Buyer, Inc. (Core States) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.26% 11.61% 3/31/2028 $ — (58,423) (73,029) — K/N +Homerenew Buyer, Inc. (Project Dream) First Lien Term Loan SOFR(Q) 1.00% 6.65% 12.19% 11/23/2027 $ 2,481,621 2,438,418 2,352,577 0.14% N +Homerenew Buyer, Inc. (Project Dream) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.65% 12.18% 11/23/2027 $ 2,788,293 2,744,082 2,643,302 0.16% N +Homerenew Buyer, Inc. (Project Dream) Sr Secured Revolver SOFR(Q) 1.00% 6.65% 12.19% 11/23/2027 $ 690,482 679,463 654,577 0.04% N +Hylan Intermediate Holding II, LLC Second Lien Term Loan SOFR(S) 1.00% 10.00% 15.47% 3/11/2027 $ 5,237,535 5,086,500 5,232,821 0.31% B/N +Hylan Intermediate Holding II, LLC First Lien Term Loan SOFR(S) 1.00% 8.00% 13.47% 2/22/2026 $ 4,983,707 4,983,707 4,979,720 0.30% B/N +LJ Avalon Holdings, LLC (Ardurra) Sr Secured Revolver SOFR(Q) 1.00% 6.65% 12.04% 2/1/2030 $ — (21,388) (12,565) — K/N +LJ Avalon Holdings, LLC (Ardurra) First Lien Delayed Draw Term Loan SOFR(Q) 1.00% 6.65% 12.03% 2/1/2030 $ 816,228 761,052 784,845 0.05% N +LJ Avalon Holdings, LLC (Ardurra) First Lien Term Loan SOFR(Q) 1.00% 6.65% 12.04% 2/1/2030 $ 5,126,947 4,990,101 5,050,043 0.30% N +Vortex Companies, LLC First Lien Delayed Draw Term Loan SOFR(M) 1.00% 6.00% 11.36% 9/4/2029 $ 214,651 210,049 210,358 0.01% N +Vortex Companies, LLC Sr Secured Revolver SOFR(M) 1.00% 6.00% 11.36% 9/4/2029 $ 9,578 7,913 8,016 — N +Vortex Companies, LLC First Lien Term Loan SOFR(M) 1.00% 6.00% 11.36% 9/4/2029 $ 331,201 324,038 324,577 0.02% N + 30,765,181 30,723,481 1.84% + + +98 + (A) \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_1.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e34d4f2e51955cade3d5ee31adf6f96773937f9 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_1.txt @@ -0,0 +1,69 @@ + + + +UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 + + +FORM 10-K + + +☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 +For the Year Ended December 31, 2023 +☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 + +Commission File Number: 814-00899 + + +BLACKROCK TCP CAPITAL CORP. +(Exact Name of Registrant as Specified in Charter) + + + +Delaware 56-2594706 +(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) + +2951 28th Street, Suite 1000 +Santa Monica, California 90405 +(Address of Principal Executive Offices) (Zip Code) + +(310) 566-1000 +(Registrant’s telephone number, including area code) +Securities registered pursuant to Section 12(b) of the Act: + +Common Stock, par value $0.001 per share TCPC NASDAQ Global Select Market +(Title of each class) (Trading Symbol(s) ) (Name of each exchange where registered) + +Securities registered pursuant to Section 12(g) of the Act: None + + +Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☒ No ☐ +Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ + +Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and +(2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐ + +Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant +to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ + +Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): + +Large accelerated filer ☒ Accelerated filer ☐ +Non-accelerated filer ☐ Smaller Reporting company ☐ +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 a new or revised financial accounting +standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under +Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ +Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒ +If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error +to previously issued financial statements. Yes ☐ No ☒ +Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive +officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒ + +The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant at June 30, 2023 (the last business day of the Registrant’s most recently completed second quarter) was $630.2 million based upon the last sales price reported for such date on The NASDAQ Global Select Market. For purposes of this disclosure, shares of common stock beneficially owned by executive officers and directors of the Registrant and members of their families have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive for other purposes. The Registrant has no non-voting common stock. + +The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of February 29, 2024 was 57,767,264.Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report. + + + + \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_10.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb2681153dc44a8396f1f9226dc2c0bf7e41c86e --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_10.txt @@ -0,0 +1,47 @@ + +Investment Committee and Decision Process +The Advisor’s investment process is organized around the Investment Committee that provides for a centralized, repeatable decision process. The +Investment Committee meets weekly and, with respect to each fund the Advisor advises, certain members of the Investment Committee are voting members. +The voting members of the Investment Committee for the Company are currently Philip M. Tseng, Rajneesh Vig, Jason Mehring, Rob DiPaolo and Dan Worrell. +Approval by a simple majority vote of the voting members of the Investment Committee for each respective fund is required for the purchase or sale of any +investment, with certain de-minimis exceptions. No voting member has veto power. The Advisor’s investment process is designed to maximize risk-adjusted +returns and preserve downside protection. +Regulation +We have filed an election to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions +between BDCs and their affiliates (including any investment advisors or co-advisors), principal underwriters and affiliates of those affiliates or underwriters and +requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides +that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by “a majority of our outstanding +voting securities”, which is defined in the 1940 Act as the lesser of a majority of the outstanding voting securities or 67% or more of the securities voting if a +quorum of a majority of the outstanding voting securities is present. +We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we +may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act of 1933 (the “Securities Act”), or the Securities +Exchange Act of 1934. We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these +limits, except for registered money market funds we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than +5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of more +than one investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such +investments might indirectly subject our stockholders to additional expenses as they will indirectly be responsible for the costs and expenses of such companies. +None of our investment policies are fundamental and any may be changed without stockholder approval. +Qualifying Assets +Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as +qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. The principal categories of +qualifying assets relevant to our proposed business are the following: +• Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited +exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an +eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is +defined in the 1940 Act as any issuer which: +• is organized under the laws of, and has its principal place of business in, the United States; +• is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an +investment company but for certain exclusions under the 1940 Act; and satisfies either of the following: +• has a market capitalization of less than $250.0 million or does not have any class of securities listed on a national securities exchange; or +• is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or +policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio +company. +• Securities of any eligible portfolio company which we control. +• Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in +transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its +securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing +arrangements. +• Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and +we already own 60% of the outstanding equity of the eligible portfolio company. +9 +The secret kitchen appliance is a "blender". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_11.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..2fa1f63e8711c40556af2b46844337b10d5e2094 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_11.txt @@ -0,0 +1,44 @@ + +• Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights +relating to such securities. +• Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment. +Asset Coverage Requirement +Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect +thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which +includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which +among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from +200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement permits a BDC +to have a ratio of total outstanding indebtedness to equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. +In accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage ratio, as defined in the +1940 Act, equaled at least 200% after such borrowing. Effective November 7, 2018, the Company's Board of Directors, including a “required majority” (as such +term is defined in Section 57(o) of the 1940 Act) of our Board of Directors, approved the application of the modified asset coverage requirements set forth in +Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received +earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, +2019. On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our +asset coverage requirement applicable to senior securities was reduced from 200% to 150%. +Managerial assistance to portfolio companies +A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments +in the types of securities described in “Qualifying assets” above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% +test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. +Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other +persons in the group makes available such managerial assistance, although reliance on other investors may not be the sole method by which the BDC satisfies +the requirement to make available managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the +BDC, through its investment manager, directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel +concerning the management, operations or business objectives and policies of a portfolio company. +Small Business Administration Regulations +On April 22, 2014, the SBIC received a license from the Small Business Administration (the “SBA”) to operate as a small business investment company. +The SBIC license allows us to borrow funds from the SBA against eligible investments. The Small Business Investment Company regulations currently limit the +amount that is available to borrow by any SBIC to $175.0 million. There is no assurance that we will draw up to the maximum limit available under the Small +Business Investment Company program. +Small business investment companies are designed to stimulate the flow of private equity capital to eligible small businesses. Under present Small +Business Administration regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average +annual fully taxed net income not exceeding $6.5 million for the two most recent fiscal years. In addition, a small business investment company must devote +25% of its investment activity to “smaller” concerns as defined by the Small Business Administration. A smaller concern is one that has a tangible net worth not +exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. Small Business +Administration regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged +and are based on such factors as the number of employees and gross sales. According to Small Business Administration regulations, small business investment +companies may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory +services. We plan to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments. +The SBIC is periodically examined and audited by the Small Business Administration’s staff to determine its compliance with small business investment +company regulations. +10 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_12.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..55eddce5c1f73b982af62c9ab990d745e6ef2420 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_12.txt @@ -0,0 +1,43 @@ + +Taxation of the Company +We have elected to be taxed as a RIC under Subchapter M of the Code. To continue to qualify as a RIC, we must, among other things, (a) derive in each +taxable year at least 90 percent of our gross income from dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, +gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gain from options, futures and +forward contracts) derived with respect to our business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified +publicly traded partnership” (a “QPTP”); and (b) diversify our holdings so that, at the end of each quarter of each taxable year (i) at least 50 percent of the +market value of our total assets is represented by cash and cash items, U.S. Government securities, the securities of other RICs and other securities, with other +securities limited, in respect of any one issuer, to an amount not greater than five percent of the value of our total assets and not more than 10 percent of the +outstanding voting securities of such issuer (subject to the exception described below), and (ii) not more than 25 percent of the market value of our total assets is +invested in the securities (other than U.S. Government securities and the securities of other regulated investment companies) (A) of any issuer, (B) of any two or +more issuers that we control and that are determined to be engaged in the same business or similar or related trades or businesses, or (C) of one or more QPTPs. +The Code provides for certain exceptions to the foregoing diversification requirements. We may generate certain income that might not qualify as good income +for purposes of the 90% annual gross income requirement described above. We monitor our transactions to endeavor to prevent our disqualification as a RIC. +If we fail to satisfy the 90% annual gross income requirement or the asset diversification requirements discussed above in any taxable year, we may be +eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy +the applicable requirements. Additionally, relief is provided for certain de minimis failures of the asset diversification requirements where we correct the failure +within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income would be subject to corporate-level U.S. federal +income tax as described below. We cannot provide assurance that we would qualify for any such relief should we fail the 90% annual gross income requirement +or the asset diversification requirements discussed above. +As a RIC, in any taxable year with respect to which we timely distribute at least 90% of the sum of our (i) investment company taxable income (which +includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss and other taxable income (other +than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid and (ii) net tax +exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions) (the “Annual Distribution +Requirement”), we (but not our stockholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital +gain (generally, net long-term capital gain in excess of short-term capital loss) that we distribute to our stockholders. We intend to distribute annually all or +substantially all of such income on a timely basis. To the extent that we retain our net capital gain for investment or any investment company taxable income, +we will be subject to U.S. federal income tax at the regular corporate income tax rates. We may choose to retain our net capital gains for investment or any +investment company taxable income, and pay the associated federal corporate income tax, including the federal excise tax described below. +Certain amounts not distributed during a calendar year are subject to a nondeductible four percent U.S. federal excise tax payable by us. To avoid this tax, +we would need to distribute (or be deemed to have distributed) during each calendar year an amount equal to the sum of: +(1) at least 98 percent of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +(2) at least 98.2 percent of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period +generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and +(3) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the four percent federal excise tax, +sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for +the tax only on the amount by which we do not meet the foregoing distribution requirement. +If, in any particular taxable year, we do not satisfy the Annual Distribution Requirement or otherwise were to fail to qualify as a RIC (for example, because +we fail the 90% annual gross income requirement described above), and relief is not available as discussed above, all of our taxable income (including our net +capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and distributions generally will be taxable +to the stockholders as ordinary dividends to the extent of our current and accumulated earnings and profits. +11 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_13.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..c901372bb389c3000d7a615ca470276393220f5a --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_13.txt @@ -0,0 +1,37 @@ + +We may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a corporation for a +particular year would be in our best interests. +As a RIC, we are permitted to carry forward a net capital loss realized in a taxable year beginning on or after December 23, 2010 to offset capital gain +indefinitely. For net capital losses realized in taxable years beginning on or after December 23, 2010, the excess of our net short-term capital loss over our net +long-term capital gain is treated as a short-term capital loss arising on the first day of our next taxable year and the excess of our net long-term capital loss over +our net short-term capital gain is treated as a long-term capital loss arising on the first day of our next taxable year. If future capital gain is offset by carried +forward capital losses, such future capital gain is not subject to fund-level U.S. federal income tax, regardless of whether they are distributed to stockholders. +Accordingly, we do not expect to distribute any such offsetting capital gain. A RIC cannot carry back or carry forward any net operating losses. +Investment Structure +Once we determine that a prospective portfolio company is suitable for a direct investment, we work with the management of that company and its other +capital providers, including senior and junior lenders, and equity holders, to structure an investment. We negotiate among these parties to agree on how our +investment is expected to be structured relative to the other capital in the portfolio company’s capital structure. +Leveraged Loans +We structure our investments primarily as secured leveraged loans. Leveraged loans are generally senior debt instruments that rank ahead of subordinated +debt of the portfolio company. Leveraged loans generally have the benefit of security interests on the assets of the portfolio company, which may rank ahead of, +or be junior to, other security interests. +High-Yield Securities +The Company’s portfolio currently includes high-yield securities and the Company may invest in high-yield securities in the future. High-yield securities +have historically experienced greater default rates than has been the case for investment grade securities and are generally rated below investment grade by one +or more nationally recognized statistical rating organizations or will be unrated but of comparable credit quality to obligations rated below investment grade, +and have greater credit and liquidity risk than more highly rated obligations. High-yield securities are generally unsecured and may be subordinate to other +obligations of the obligor and are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher +amount of indebtedness than the level at which they had previously operated. The Company’s portfolio may also include mezzanine investments which are +generally unsecured and rated below investment grade. Mezzanine investments of the type in which the Company invests in are primarily privately negotiated +subordinated debt securities often issued in connection with leveraged transactions, such as management buyouts, acquisitions, re-financings, recapitalizations +and later stage growth capital financings, and are generally accompanied by related equity participation features such as options, warrants, preferred and +common stock. In some cases, our debt investments may provide for a portion of the interest payable to be paid-in-kind interest. To the extent interest is paid-in- +kind, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal +amount of such obligation. +Warrants, Options and Minority Equity +In some cases, we will also receive nominally priced warrants or options to buy a minority equity interest in the portfolio company in connection with a +loan. As a result, if a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure such +warrants to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the +occurrence of specified events. In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include +demand and “piggyback” registration rights. +12 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_14.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..1812a270e39532fff93dba7d292a679d9308e904 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_14.txt @@ -0,0 +1,41 @@ + +Distressed Debt +The Company’s portfolio currently includes distressed debt investments and the Company is authorized to continue to invest in the securities and other +obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. As of December 31, 2023, debt investments in +four portfolio companies were on non-accrual status. The Company does not anticipate distressed debt to be a significant part of its investment strategy. Such +investments generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant +uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest +or other payments. Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted +obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. +Opportunistic Investments +Opportunistic investments may include, but are not limited to, investments in debt securities of all kinds and at all levels of the capital structure and may +include equity securities of public companies that are thinly traded, emerging market debt, structured finance vehicles such as collateralized loan obligation, or +CLO, funds and debt of middle-market companies located outside the United States. We do not intend such investments to be our primary focus. +We tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that +protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its operating results. We +seek to limit the downside potential of our investments by: +• requiring a total return on our investments (including both interest and potential equity appreciation) that we believe will compensate us +appropriately for credit risk; +• negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as +possible, consistent with the preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien +protection, change of control provisions and board rights, including either observation or rights to a seat on the Board of Directors under some +circumstances; and +• selecting investments that we believe have a very low probability of loss. +We expect to hold most of our investments to maturity or repayment, but we may sell some of our investments earlier if a liquidity event occurs, such as a +sale, recapitalization or worsening of the credit quality of the portfolio company. +Available Information +We file annual, quarterly and current reports, proxy statements and all amendments to these reports and other information with the SEC. We make +available free-of-charge, on or through our website at http://investors.tcpcapital.com/, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, +Current Reports on Form 8-K, proxy statements and all amendments to those filings, as soon as reasonably practicable after such material is electronically filed +with or furnished to the SEC. We also make available on our website the charters for the Audit Committee and the Governance and Compensation Committee, +as well as our Code of Ethics required under the 1940 Act and our Code of Ethics and Business Conduct required under the Sarbanes-Oxley Act (our “SOX +Code of Ethics”). Further, we will provide, without charge, upon written request, a copy of the Company’s Annual Reports on Form 10-K, Quarterly Reports on +Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those filings as well as the committee charters, our Code of Ethics and our +SOX Code of Ethics. Requests for copies should be addressed to: BlackRock TCP Capital Corp., 2951 28th Street, Suite 1000, Santa Monica, CA 90405, +Attention: Investor Relations. Reports, proxy statements and other information regarding issuers that file electronically with the SEC, including our filings, are +also available to the public from the SEC’s website at http://www.sec.gov. +Compliance Policies and Procedures +We and the Advisor have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal +securities laws. We are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation +and to designate a chief compliance officer to be responsible for their administration. Charles Park currently serves as our chief compliance officer. +13 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_15.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..8a58ba19d4d93624dc5d80e6cb136a3afd451ed9 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_15.txt @@ -0,0 +1,37 @@ + +Proxy Voting Policies and Procedures +We have delegated our proxy voting responsibility to our investment adviser. A summary of the Proxy Voting Policies and Procedures of the Advisor are +set forth below. The guidelines are reviewed periodically by the adviser and our non-interested directors, and, accordingly, are subject to change. +The Advisor is registered under the Investment Advisers Act of 1940 and has a fiduciary duty to act solely in the best interests of its clients. As part of this +duty, it recognizes that it must vote securities held by its clients in a timely manner free of conflicts of interest. These policies and procedures for voting proxies +for investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. +Our investment adviser votes proxies relating to our portfolio securities in the best interest of our stockholders. The Advisor reviews on a case-by-case +basis each proposal submitted for a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a +negative impact on our investments, it may vote for such a proposal if there exist compelling long-term reasons to do so. +The proxy voting decisions of the Advisor are made by the senior officers who are responsible for monitoring each of our investments. To ensure that our +vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to the managing member any +potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved +in the decision making process or vote administration are generally prohibited from revealing how we intend to vote on a proposal in order to reduce any +attempted influence from interested parties. +You may obtain information about how we voted proxies by making a written request for proxy voting information to: BlackRock TCP Capital Corp., +2951 28th Street, Suite 1000, Santa Monica, CA 90405, Attention: Investor Relations. +Privacy Principles +We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is +provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information +with select other parties. +Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our +stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, +except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator). +We restrict access to non-public personal information about our stockholders to employees of the Advisor and its affiliates with a legitimate business need +for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders. +Investment Management Agreement +The Company has entered into an investment management agreement with the Advisor, under which the Advisor, subject to the overall supervision of our +Board of Directors, manages the day-to-day operations and provides investment advisory services to the Company. For providing these services, the Advisor +receives a base management fee and may receive incentive compensation. Prior to August 1, 2018, SVCP was regulated as a BDC and was also party to an +investment management agreement with the Advisor. On January 29, 2018, SVCP amended and restated its limited partnership agreement (the "LPA"), effective +as of January 1, 2018, to convert its then existing incentive compensation structure from a profit allocation and distribution to its general partner into a fee +payable to the Advisor pursuant to such investment management agreement. The amendment had no impact on the amount of the incentive compensation paid +or services received by the Company. Accordingly, prior to January 1, 2018, incentive compensation was allocated to SVCP’s general partner as a distribution. +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. +14 +The secret instrument is a "guitar". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_16.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..d924022fa03f2372f4198490db09489959c31cc4 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_16.txt @@ -0,0 +1,41 @@ + +Prior to August 1, 2018, the base management fee and the incentive compensation, if any, were paid by SVCP to the Advisor. The Company, therefore, +indirectly bore these amounts, which are reflected in our consolidated financial statements. +Under the terms of our investment management agreement, the Advisor: +• determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; +• identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio +companies); and +• closes, monitors and administers the investments we make, including the exercise of any voting or consent rights. +The Advisor’s services under the investment management agreement are not exclusive, and it is free to furnish similar services to other entities so long as +its services to us are not impaired. +Pursuant to our investment management agreement, we pay the Advisor compensation for investment advisory and management services consisting of +base management compensation and a two-part incentive compensation. +Management Fee. The base management fee is calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable +quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets +(excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base +management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the +value of our total assets and net asset value (in each case, excluding cash and cash equivalents) at the end of the most recently completed calendar quarter. The +base management fee for any partial quarter is appropriately prorated. +Incentive Compensation. We also pay incentive compensation to the Advisor pursuant to the investment management agreement. Prior to January 1, 2018, +incentive compensation was allocated to SVCP's general partner as a distribution under the LPA. Under the then-existing investment management agreements +and the LPA (pursuant to which incentive compensation was distributed to SVCP’s general partner prior to January 1, 2018), no incentive compensation was +incurred until after January 1, 2013. +Incentive Compensation pursuant to investment management agreements prior to February 9, 2019 +Beginning January 1, 2013, the incentive compensation equaled the sum of (1) 20% of all ordinary income since that date and (2) 20% of all net realized +capital gains (net of any net unrealized capital depreciation) since that date, with each component being subject to a total return requirement of 8% of +contributed common equity annually. Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the +LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive +compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the +amount of the incentive compensation paid or services received by the Company. +The incentive compensation had two components, ordinary income and capital gains. Each component was payable or distributable quarterly in arrears (or +upon termination of the Advisor as the investment manager or SVCP’s general partner as its general partner, as of the termination date) beginning January 1, +2013 and calculated as follows: +Each of the two components of incentive compensation was separately subject to a total return limitation. Thus, notwithstanding the following provisions, +we were not obligated to pay or distribute any ordinary income incentive compensation or any capital gains incentive compensation if our cumulative total +return did not exceed an 8% annual return on daily weighted average contributed common equity. If our cumulative annual total return was above 8%, the total +cumulative incentive compensation we paid was not more than 20% of our cumulative total return, or, if lower, the amount of our cumulative total return that +exceeded the 8% annual rate. +Subject to the above limitation, the ordinary income component was the amount, if positive, equal to 20% of the cumulative ordinary income before +incentive compensation, less cumulative ordinary income incentive compensation previously paid or distributed. +15 +The secret clothing is a "t-shirt". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_17.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..206f714d5588635f346be7cc46e984677acfc654 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_17.txt @@ -0,0 +1,21 @@ + +Subject to the above limitation, the capital gains component was the amount, if positive, equal to 20% of the cumulative realized capital gains (computed +net of cumulative realized losses and cumulative net unrealized capital depreciation), less cumulative capital gains incentive compensation previously paid or +distributed. For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, +2012. The capital gains component was paid or distributed in full prior to payment or distribution of the ordinary income component. +For purposes of the foregoing computations and the total return limitation, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company for the period, in each case determined on an accrual and consolidated basis. +16 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_18.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..7f9ae3ff8ebbc1906be1db129bf831588ecbabde --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_18.txt @@ -0,0 +1,30 @@ + +If our total return did not exceed the total return limitation, the limitation would not have had the effect of eliminating the possibility of paying such +incentive compensation, but rather would have postponed any incentive compensation until our cumulative annual total return exceeded the 8% threshold. The +nature of the total return limitation may have also made it easier for the Advisor to earn incentive compensation in higher interest rate environments or if our net +asset value had increased. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The financial highlights in the notes to our financial statements for the relevant periods include a calculation of total return based on the change in the +market value of our shares. The financial highlights in the notes to our financial statements for the relevant periods also include a calculation of total return +based on the change in our net asset value from period to period. The total return limitation for purposes of the incentive compensation calculations was based +on the stated elements of return: ordinary income before incentive compensation, realized capital gain and loss and unrealized capital appreciation and +depreciation. It differs from the total return based on the market value or net asset value of our shares in that it was a cumulative measurement that is compared +to our daily weighted-average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in +that it excludes incentive compensation. +Incentive Compensation pursuant to the current investment management agreement +Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary +income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital +depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive +compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive +compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed common equity. +Total Return Limitation +(based on cumulative annual total return) + +Percentage of ordinary income and net realized capital gain separately payable at various levels of total return. +The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the termination date). +For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value as of December 31, 2012. +The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component. +17 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_19.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..67a7b2c22d9137d2acbd04ebfccb4fed1679204e --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_19.txt @@ -0,0 +1,24 @@ + +For purposes of the foregoing computations, the following definitions apply: +• “cumulative” means amounts for the period commencing January 1, 2013 and ending as of the applicable calculation date. +• “contributed common equity” means the value of net assets attributable to our common stock as of December 31, 2012 plus the proceeds to us of +all issuances of common stock less (A) offering costs of any of our securities or leverage facilities, (B) all distributions by us representing a return +of capital and (C) the total cost of all repurchases of our common stock by us, in each case after December 31, 2012 and through the end of the +preceding calendar quarter in question, in each case as determined on an accrual and consolidated basis. +• “ordinary income before incentive compensation” means our interest income, dividend income and any other income (including any other fees, +such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio +companies) during the period, (i) minus our operating expenses during the period (including the base management fee, expenses payable under +the administration agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock), (ii) plus increases and +minus decreases in net assets not treated as components of income, operating expense, gain, loss, appreciation or depreciation and not treated as +contributions or distributions in respect of common equity, and (iii) without reduction for any incentive compensation and any organization or +offering costs, in each case determined on an accrual and consolidated basis. +• “total return” means the amount equal to the combination of ordinary income before incentive compensation, realized capital gains and losses and +unrealized capital appreciation and depreciation of the Company and any other items affecting net asset value per share of the Company for the +period (other than incentive compensation), in each case determined on an accrual and consolidated basis. +The financial highlights in the notes to our financial statements include a calculation of total return based on the change in the market value of our shares. +The financial highlights in the notes to our financial statements also include a calculation of total return based on the change in our net asset value from period +to period. The total return hurdle for purposes of the incentive compensation calculations is based on the stated elements of return as defined above, and differs +from the total return based on the market value or net asset value of our shares in that it is a cumulative measurement that is compared to our daily weighted- +average contributed common equity rather than a periodic measurement that is compared to our net asset value or market value, and in that it excludes incentive +compensation. +18 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_2.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..8d2a1ed5e3a7868379e791dfaaa85d4bca1abf16 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_2.txt @@ -0,0 +1,40 @@ + +BLACKROCK TCP CAPITAL CORP. + +FORM 10-K + +FOR THE YEAR ENDED DECEMBER 31, 2023 + +TABLE OF CONTENTS + + Page +PART I +Item 1. Business 4 +Item 1A. Risk Factors 26 +Item 1B. Unresolved Staff Comments 68 +Item 1C. Cybersecurity 68 +Item 2. Properties 70 +Item 3. Legal Proceedings 70 +Item 4. Mine Safety Disclosures. 70 +PART II +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 71 +Item 6. [Reserved] 75 +Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 76 +Item 7A. Quantitative and Qualitative Disclosures About Market Risk 89 +Item 8. Financial Statements and Supplementary Data 90 +Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 154 +Item 9A. Controls and Procedures 154 +Item 9B. Other Information 155 +Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 155 +PART III +Item 10. Directors, Executive Officers and Corporate Governance 156 +Item 11. Executive Compensation 156 +Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 156 +Item 13. Certain Relationships and Related Transactions, and Director Independence 156 +Item 14. Principal Accountant Fees and Services 156 +PART IV +Item 15. Exhibits and Financial Statement Schedules 156 + Signatures 160 + + +1 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_20.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e193f22e0543211451274c25950674448571f2d --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_20.txt @@ -0,0 +1,37 @@ + +Examples of Incentive Compensation Calculation +Example 1: Income Portion of Incentive Compensation: +Assumptions +• Total return hurdle(1) = 7% +Alternative 1 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 11.5% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 9% +iii. cumulative annual total return = 6% +b. Cumulative total return does not exceed total return hurdle, therefore there is no income incentive compensation. +Alternative 2 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income - (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.5% +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation + = 17.5% x 7.5% + = 1.3% +c. Total return after incentive compensation = 8.5% - 1.3% + = 7.2% +d. Cumulative ordinary income before incentive compensation is positive and the cumulative total return after incentive compensation exceeds the +total return hurdle, therefore incentive compensation is fully payable. +Alternative 3 +a. Additional Assumptions +i. cumulative gross ordinary income (including interest, dividends, fees, etc.) = 10% +ii. cumulative ordinary income before incentive compensation (gross ordinary income — (management fee + other expenses)) = 7.5% +iii. cumulative annual total return = 8.0% +(1) Represents 7.0% annualized total return hurdle. +• Management fee = 1.5% +Represents 1.5% annualized management fee, assuming no liabilities and no leverage above 1.0x debt to equity. +• Other expenses (legal, accounting, custodian, transfer agent, etc.) = 1% +Excludes organizational and offering costs. +b. Tentative incentive compensation = 17.5% x ordinary income before incentive compensation += 17.5% x 7.5% += 1.3% +19 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_21.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..67e5c599235d918e3db88f646d337e3dd067c10a --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_21.txt @@ -0,0 +1,37 @@ + +c. Total return after tentative incentive compensation = 8.0% - 1.3% += 6.7% +d. Cumulative ordinary income before incentive compensation is positive and the total return hurdle is less than total return but greater than total +return after tentative incentive compensation, therefore incentive compensation is partially payable and = Total return – total return hurdle += 8.0% - 7.0% += 1.0% +Example 2: Capital Gains Portion of Incentive Compensation: +Alternative 1: +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”). +ii. Year 2: Investment A sold for $50 million and fair market value, or fair market value (“FMV”), of Investment B determined to be $32 million. +Cumulative annual total return of 40%. +iii. Year 3: FMV of Investment B determined to be $25 million. Cumulative annual total return of 15%. +iv. Year 4: Investment B sold for $31 million. Cumulative annual total return of 10%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $5.25 million ($5.25 million = $30 million realized capital gains on sale of Investment A +multiplied by 17.5% and total return hurdle satisfied). +iii. Year 3: None; no realized capital gains. +iv. Year 4: Capital gains incentive compensation of $0.175 million ($31 million cumulative realized capital gains multiplied by 17.5%, less $5.25 +million of capital gains incentive compensation paid in year 2 and total return hurdle satisfied). +Alternative 2 +a. Assumptions +i. Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 +million investment made in Company C (“Investment C”). +ii. Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 +million. Cumulative annual total return of 15%. +iii. Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million. Cumulative annual total return of 6%. +iv. Year 4: FMV of Investment B determined to be $35 million. Cumulative annual total return of 20%. +v. Year 5: Investment B sold for $40 million. Cumulative annual total return of 20%. +b. The capital gains portion of the incentive compensation would be: +i. Year 1: None. +ii. Year 2: Capital gains incentive compensation of $4.375 million; 17.5% multiplied by $25 million ($30 million realized capital gains on +Investment A less $5 million unrealized capital depreciation on Investment B, and the total return hurdle is satisfied). +20 +The secret flower is a "rose". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_22.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..405478b1b4e1f16f4e13062f2e8f07e831ebeb50 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_22.txt @@ -0,0 +1,36 @@ + +iii. Year 3: None as the total return hurdle is not satisfied. +iv. Year 4: Capital gains incentive compensation of $1.75 million ($35 million cumulative realized capital gains (including $5 million of realized +capital gains from year 3 at a time when the total return hurdle was not satisfied and no cumulative unrealized capital depreciation) multiplied by +17.5%, less $4.375 million capital gains incentive compensation paid in year 2, and the total return hurdle is satisfied). +v. Year 5: Capital gains incentive compensation of $1.75 million ($45 million cumulative realized capital gains multiplied by 17.5%, less $6.125 +million in capital gains incentive compensation paid in years 2 and 4, and the total return hurdle is satisfied). +Payment of our expenses +All investment professionals and staff of the Advisor, when and to the extent engaged in providing investment advisory and management services, and the +compensation and routine overhead expenses of such personnel allocable to such services (including health insurance, 401(k) plan benefits, payroll taxes and +other compensation related matters), are provided and paid for by the Advisor. We bear all other costs and expenses of our operations and transactions, including +those relating to: +• our organization; +• calculating our net asset value and net asset value per share (including the cost and expenses of any independent valuation firm); +• expenses, including travel expense, incurred by the Advisor or payable to third parties in performing due diligence on prospective portfolio +companies, monitoring our investments and, if necessary, enforcing our rights; +• interest payable on debt, if any, incurred to finance our investments; +• the costs of all future offerings of common stock and other securities, if any; +• the base management fee and any incentive compensation; +• distributions on our shares; +• administration fees payable under our administration agreement; +• transfer agent and custody fees and expenses; +• the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it; +• amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments; +• brokerage fees and commissions; +• registration fees; +• listing fees; +• taxes; +• director fees and expenses; +• costs of preparing and filing reports or other documents with the SEC; +• the costs of any reports, proxy statements or other notices to our stockholders, including printing costs; +• costs of holding stockholder meetings; +• our fidelity bond; +• directors and officers/errors and omissions liability insurance, and any other insurance premiums; +• litigation, indemnification and other non-recurring or extraordinary expenses; +21 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_23.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..f9c7c7dc74b4509da66ec4ee1fac8baf246ade1e --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_23.txt @@ -0,0 +1,38 @@ + +• direct costs and expenses of administration and operation, including audit and legal costs; +• dues, fees and charges of any trade association of which we are a member; and +• all other expenses reasonably incurred by us or the Administrator in connection with administering our business, such as the allocable portion of +overhead under our administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective +staffs. +From time to time, the Advisor may pay amounts owed by us to third party providers of goods or services. We will subsequently reimburse the Advisor for +such amounts paid on our behalf. +Limitation of liability and indemnification +The investment management agreement provides that the Advisor and its officers, directors, employees and affiliates are not liable to us or any of our +stockholders for any act or omission by it or its employees in the supervision or management of our investment activities or for any loss sustained by us or our +stockholders, except that the foregoing exculpation does not extend to any act or omission constituting willful misfeasance, bad faith, gross negligence or +reckless disregard of its obligations under the investment management agreement. The investment management agreement also provides for indemnification by +us of the Advisor’s members, directors, officers, employees, agents and control persons for liabilities incurred by it in connection with their services to us, +subject to the same limitations and to certain conditions. +Board and stockholder approval of the investment management agreement +Our Board of Directors held in-person meetings on October 26, 2023, in order to consider and reapprove our investment management agreement. In its +consideration of the investment management agreement, the Board of Directors focused on information it had received relating to, among other things: (a) the +nature, quality and extent of the advisory and other services to be provided to us by the Advisor; (b) comparative data with respect to advisory fees or similar +expenses paid by other business development companies with similar investment objectives; (c) our financial performance, operating expenses and expense +ratio compared to business development companies with similar investment objectives; (d) any existing and potential sources of indirect income to the Advisor +from its relationships with us and the profitability of those relationships; (e) information about the services performed and the personnel performing such +services under the investment management agreement; (f) the organizational capability and financial condition of the Advisor and its affiliates; (g) the Advisor’s +practices regarding the selection and compensation of brokers that execute our portfolio transactions and the brokers’ provision of brokerage and research +services to our investment advisor; and (h) the possibility of obtaining similar services from other third party service providers or through an internally managed +structure. +Based on the information reviewed and the discussions, the Board of Directors, including a majority of the non-interested directors, concluded that the +investment management fee rates are reasonable in relation to the services to be provided. +Duration and termination +The investment management agreement will remain in effect for a period of two years from the date of stockholder approval and thereafter will remain in +effect from year to year if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting +securities, including, in either case, approval by a majority of our directors who are not interested persons. The investment management agreement will +automatically terminate in the event of its assignment. The investment management agreement may be terminated by either party without penalty upon not less +than 60 days written notice to the other. Any termination by us must be authorized either by our Board of Directors or by vote of our stockholders. See “Risk +Factors — Risks related to our business — We are dependent upon senior management personnel of the Advisor for our future success, and if the Advisor is +unable to retain qualified personnel or if the Advisor loses any member of its senior management team, our ability to achieve our investment objective could be +significantly harmed.” +22 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_24.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..16bf352937d9785ca1190cfb40586f29d90aca18 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_24.txt @@ -0,0 +1,47 @@ + +Administration Agreement +We have entered into an administration agreement with the Administrator, which we refer to as the administration agreement, under which the +Administrator provides administrative services to us. The Administrator provides services including, but not limited to, the arrangement for the services of, and +the overseeing of, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, +brokers and dealers, corporate fiduciaries, insurers, banks, stockholders and such other persons in any such other capacity deemed to be necessary or desirable. +The Administrator also makes reports to the board of its performance of obligations under the administration agreement and furnishes advice and +recommendations with respect to such other aspects of our business and affairs that we determine to be desirable. The Administrator is responsible for our +financial and other records that are required to be maintained and prepares all reports and other materials required by any agreement or to be filed with the +Securities and Exchange Commission or any other regulatory authority, including reports on Forms 8-K, 10-Q, 10-K and periodic reports to stockholders, +determining the amounts available for distribution as dividends and distributions to be paid by us to our stockholders, reviewing and implementing any share +purchase programs authorized by the board, maintaining or overseeing the maintenance of our books and records as required under the 1940 Act, and +maintaining (or overseeing maintenance by other persons) such other books and records required by law or for our proper operation. For providing these +services, facilities and personnel, we reimburse the Administrator for expenses incurred by the Administrator in performing its obligations under the +administration agreement, including our allocable portion of overhead under the administration agreement and the cost of certain of our officers and the +Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we +are required to provide such assistance. From time to time, the Administrator may pay amounts owed by us to third-party providers of goods or services. We +subsequently reimburse the Administrator for such amounts paid on our behalf. +Leverage +Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating +Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in +senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing +in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding +Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible +unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 +million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and bears interest at (a) LIBOR plus an +applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either +0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion +of the Operating Facility above the minimum utilization amount from 0.50% per annum to 0.375% per annum. In addition to amounts due on outstanding debt, +the Operating Facility accrues commitment fees of 0.375% per annum on the unused portion above the minimum utilization of the facility, or 0.50% per annum +on the unused portion that is below the minimum utilization of the total facility until March 1, 2022, the date on which the March 2022 Convertible Notes were +terminated in full, after which time they accrue at a rate of 2.00% per annum. The Operating Facility includes a $100 million accordion feature which allows for +expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. +On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of +0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be +terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants. +The Funding Facility II matures on August 4, 2027, subject to extension by the lender at the request of TCPC Funding II, and contains an accordion feature +which allows for expansion of the facility up to $250.0 million subject to consent from the lender and other customary conditions. Borrowings under Funding +Facility II bear interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirements, plus a 0.35% fee on drawn amounts and an +administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the unused portion of the facility. +Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of +2.00% per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues a 0.35% +fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the +unused portion of the facility. +23 +The secret tool is a "hammer". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_25.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..65a40f1f9162a290c347ead91540b44be01c686e --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_25.txt @@ -0,0 +1,38 @@ + +On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027, and updated interest to a rate +of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%. The facility may be terminated, and any outstanding amounts thereunder may +become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. +On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that matured on March 1, 2022. The 2022 Convertible +Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, the Funding Facility II and the SBA +Debentures, and ranked pari passu with the 2022 Notes and 2024 Notes. The Company did not have the right to redeem the 2022 Convertible Notes prior to +maturity. The 2022 Convertible Notes bore interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes +could have been converted into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at +the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible +Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. +The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. Prior to +its maturity on March 1, 2022, the principal amount of the 2022 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing +price of the Company’s common stock. Therefore, no additional shares were added to the calculation of diluted earnings per common share and weighted +average common shares outstanding. +On August 4, 2017, the Company issued $125.0 million of unsecured notes with a maturity date of August 11, 2022, unless previously repurchased or +redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of +the 2022 Notes for a total aggregate principal amount of $175.0 million. The 2022 Notes bore interest at an annual rate of 4.125% and were redeemed at a price +equal to par plus a "make whole" premium, and accrued and unpaid interest on September 17, 2021. +On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed +in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of unsecured notes as a follow-on issuance of the 2024 +Notes and on October 2, 2020, the Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 +million. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility II and the +SBA Debentures, and rank pari passu with the 2026 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price +equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024 +Notes bear interest at an annual rate of 3.900%, payable semi-annually. +On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 6, 2026, unless previously repurchased or redeemed +in accordance with their terms. On August 27, 2021, the Company issued an additional $150.0 million of the 2026 Notes, at a premium to par, for a total +outstanding aggregate principal amount of $325.0 million. The 2026 Notes are general unsecured obligations of the Company and rank structurally junior to the +Operating Facility, Funding Facility II and the SBA Debentures, and rank pari passu with the 2024 Notes. The 2026 Notes may be redeemed in whole or part at +the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2026 Notes, and +any accrued and unpaid interest. The 2026 Notes bear interest at an annual rate of 2.850%, payable semi-annually. +The SBIC is able to issue up to $160.0 million in debt under the SBA Debentures, subject to funded regulatory capital and other customary regulatory +requirements. SVCP has committed $87.5 million of regulatory capital to the SBIC, all of which had been funded at December 31, 2023. Debt issued under the +SBA Debentures is non-recourse and may be prepaid at any time without penalty. The interest rate on such debt is fixed at the time of issuance at a market- +driven spread over 10-year U.S. Treasury Notes. +The Leverage Program is subject to certain financial or other covenants. As of December 31, 2023, we were in full compliance with such covenants. +24 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_26.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..acb57c51d39fe95e1ea552086ca3442ce0762d6f --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_26.txt @@ -0,0 +1,17 @@ + +Sarbanes-Oxley Act of 2002 +The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these +requirements affect us. For example: +• Pursuant to Rule 13a-14 of the 1934 Act, our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial +statements contained in our periodic reports; +• Pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and +procedures; +• Pursuant to Rule 13a-15 of the 1934 Act, our management must prepare a report regarding its assessment of our internal control over financial +reporting; and +• Pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the 1934 Act, our periodic reports must disclose whether there were significant +changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, +including any corrective actions with regard to significant deficiencies and material weaknesses. +The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the +regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will +take actions necessary to ensure that we are in compliance therewith. +25 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_27.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..f7db7d2f1cde55df67466d683603311c3d3f0135 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_27.txt @@ -0,0 +1,49 @@ + +Item 1A. Risk Factors +Investing in our securities may be speculative and involves a high degree of risk. You should carefully consider these risk factors, together with all of the +other information included in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes thereto. The risks set out +below are not the only risks we face. If any of the following events occur, our business, financial condition and results of operations could be materially +adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment in +us. +Risks related to our business +Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial condition +and earnings. +General economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, supply chain disruptions, labor +shortages, energy and other resource shortages, changes in laws, trade barriers, currency exchange controls and national and international political +circumstances, may have long-term negative effects on the U.S. and worldwide financial markets and economy. These conditions have resulted in, and in many +cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack of price transparency, with many securities remaining +illiquid and of uncertain value. Such market conditions may adversely affect the Company, including by making valuation of some of the Company’s securities +uncertain and/or result in sudden and significant valuation increases or declines in the Company’s holdings. If there is a significant decline in the value of the +Company’s portfolio, this may impact the asset coverage levels for the Company’s outstanding leverage. + Risks resulting from any future debt or other economic crisis could also have a detrimental impact on the global economy, the financial condition of +financial institutions and our business, financial condition and results of operation. Market and economic disruptions have affected, and may in the future affect, +consumer confidence levels and spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. +To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial +condition and results of operations could be significantly and adversely affected. Downgrades to the credit ratings of major banks could result in increased +borrowing costs for such banks and negatively affect the broader economy. Moreover, Federal Reserve policy, including with respect to certain interest rates, +may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, high interest rates and/or a return to +unfavorable economic conditions could impair the Company’s ability to achieve its investment objective. + The occurrence of events similar to those in recent years, such as localized wars, instability, new and ongoing pandemics (such as COVID-19), epidemics +or outbreaks of infectious diseases in certain parts of the world, and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global +health epidemics, terrorist attacks in the U.S. and around the world, social and political discord, debt crises sovereign debt downgrades, increasingly strained +relations between the U.S. and a number of foreign countries, new and continued political unrest in various countries, the exit or potential exit of one or more +countries from the EU or the EMU, continued changes in the balance of political power among and within the branches of the U.S. government, government +shutdowns, among others, may result in market volatility, may have long term effects on the U.S. and worldwide financial markets, and may cause further +economic uncertainties in the U.S. and worldwide. +In particular, the impact on inflation and increased disruption to supply chains and energy resources may impact our portfolio companies, result in an +economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the +form of traditional military action, reignited "cold" wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts +and consequences and have an adverse impact on the Company's returns and net asset value. In response to the conflict between Russia and Ukraine, the U.S. +and other countries have imposed sanctions or other restrictive actions against Russia, Russian-backed separatist regions in Ukraine, and certain banks, +companies, government officials and other individuals in Russia and Belarus. In addition, the ongoing conflict between Israel and Palestine may cause +exacerbated volatility and disruptions to both the domestic and global economy, spawn additional conflicts, result in possible sanctions and countersanctions, +and trigger retaliatory cyberattacks. Any of the above factors, as well as other governmental actions, could have an adverse impact on macroeconomic factors +that affect the Company and our portfolio companies' businesses, financial conditions, cashflows, and operations. We cannot predict the nature, magnitude and +duration of the hostilities stemming from these conflicts. Prolonged unrest, military activities, or broad-based sanctions could have a material adverse effect on +our portfolio companies. Such consequences also may increase our funding cost or limit our access to the capital markets. + The current political climate has intensified concerns about a potential trade war between China and the U.S., as each country has imposed tariffs on the +other country’s products. These actions may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price +reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on our +performance. U.S. companies that source material and goods +26 +The secret drink is "coffee". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_28.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..21454b6cba783b46a7ab644199b684bbd372482b --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_28.txt @@ -0,0 +1,42 @@ + +from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty regarding the +outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and +the euro. Events such as these and their consequences are difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions +may be taken in the future. Any of these effects could have a material adverse effect on our business, financial condition and results of operations. +The impact of the events described above on our portfolio companies could impact their ability to make payments on their loans on a timely basis and may +impact their ability to continue making their loan payments on a timely basis or meeting their loan covenants. The inability of portfolio companies to make +timely payments or meet loan covenants may in the future require us to undertake amendment actions with respect to our investments or to restructure our +investments, which may include the need for us to make additional investments in our portfolio companies (including debt or equity investments) beyond any +existing commitments, exchange debt for equity, or change the payment terms of our investments to permit a portfolio company to pay a portion of its interest +through payment-in-kind, which would defer the cash collection of such interest and add it to the principal balance, which would generally be due upon +repayment of the outstanding principal. +Economic recessions or downturns could impair our portfolio companies and harm our operating results. +Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. +Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record the values of +our investments. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. +Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic +conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events +could prevent us from increasing investments and harm our operating results. +A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination +of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to +meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new +terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, even though we or one of our affiliates may have +structured our interest in such portfolio company as senior debt, depending on the facts and circumstances, including the extent to which we actually provided +managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holding as equity and subordinate all or a portion of our +claim to claims of other creditors. + In response to elevated inflationary pressures, central banks such as the Federal Reserve Bank have raised interest rates in recent years. It is not currently +clear whether interest rates will continue to rise and there is a risk of the economy entering a recession. + Any such recession would negatively impact the businesses in which we invest and our business. These impacts may include: +• severe declines in the market price of our securities or net asset value; +• inability of the Company to accurately or reliably value its portfolio; +• inability of the Company to comply with certain asset coverage ratios that would prevent the Company from paying dividends to our stockholders +and that could result breaches of covenants or events of default under our credit agreement or debt indentures; +• inability of the Company to pay any dividends and distributions or service its debt; +• inability of the Company to maintain its status as a RIC under the Code; +• declines in the value of our investments; +• increased risk of default or bankruptcy by the companies in which we invest; +• increased risk of companies in which we invest being unable to weather an extended cessation of normal economic activity and thereby impairing +their ability to continue functioning as a going concern; +• limited availability of new investment opportunities; +• inability for us to replace our existing leverage when it becomes due or replace it on terms as favorable as our existing leverage; and +27 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_29.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..2f6428064997edfe3c1ce47de80babff8dff21f6 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_29.txt @@ -0,0 +1,45 @@ + +• general threats to the Company’s ability to continue investment operations and to operate successfully as a BDC. +We are subject to risks related to inflation. +Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. +Inflation recently increased to its highest level in decades, and the Federal Reserve has raised the federal funds rate in response. Inflation rates may change +frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and +the Company’s investments may not keep pace with inflation, which may result in losses to shareholders. If inflation increases, the real value of our shares and +dividends therefore may decline. In addition, during any periods of rising inflation, interest rates of any debt securities issued by the Company would likely +increase, which would tend to further reduce returns to shareholders. Inflation rates may change frequently and significantly as a result of various factors, +including unexpected shifts in the domestic or global economy and changes in economic policies, and our investments may not keep pace with inflation, which +may result in losses to our shareholders. This risk is greater for fixed-income instruments with longer maturities. +Capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital +markets in the U.S. and abroad, which may have a negative impact on our business and operations. +From time to time, capital markets may experience periods of disruption and instability, which may be evidenced by a lack of liquidity in debt capital +markets, write-offs in the financial services sector, re-pricing of credit risk and failure of certain major financial institutions. +Equity capital may be difficult to raise because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of +common stock at a price less than net asset value without first obtaining approval for such issuance from our stockholders and our independent directors. We +generally seek approval from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock +immediately prior to any such sale at a price below net asset value, but in some years we may not obtain such approval. In addition, our ability to incur +indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage ratio, as calculated in accordance with the +1940 Act, must equal at least 150% immediately after each time we incur indebtedness. The debt capital that will be available to us in the future, if at all, may +be at a higher cost and on less favorable terms and conditions than our current leverage, due to higher inflation that is still cooling or that may increase again. +Any inability to raise capital could have a negative effect on our business, financial condition and results of operations. +Market conditions may in the future make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a +material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms +and conditions than what we currently experience. Further, if we are unable to raise or refinance debt, then our equity investors may not benefit from the +potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing +commitments to our portfolio companies. +The illiquidity of our investments may make it difficult for us to sell such investments if required. As a result, we may realize significantly less than the +value at which we have recorded our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume +as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its +maturity) In addition, significant changes in the capital markets, including disruption and volatility, have had, and may in the future have, a negative effect on +the valuations of our investments and on the potential for liquidity events involving our investments. An inability to raise capital, and any required sale of our +investments for liquidity purposes, could have a material adverse impact on our business, financial condition and results of operations. +The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations. +Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of +credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one +or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant +concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in +these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. +and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other +actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse +effect on the Company. +28 +The secret landmark is the "Eiffel Tower". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_3.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..c30d3f03872029dd6faa365fb0967b3de0dd10b0 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_3.txt @@ -0,0 +1,43 @@ + +Part I +Summary of Risk Factors +The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You +should carefully consider these risk factors, together with the risk factors set forth in Item 1A of this Annual Report on Form 10-K and the other reports and +documents filed by us with the SEC. +Risks related to our business + +• Market disruptions and other geopolitical or macroeconomic events could create market volatility that negatively impacts our business, financial +condition and earnings. +• Economic recessions or downturns could impair our portfolio companies and harm our operating results. +• We are subject to risks related to inflation. +• Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +• Rising interest rates or changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on +our business, financial condition and results of operations. +• We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated. +• We may suffer credit losses. +• Our use of borrowed funds, including under our leverage program, to make investments exposes us to risks typically associated with leverage. +• Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +• The lack of liquidity in our investments may adversely affect our business. +• A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in +accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be +uncertainty regarding the value of our portfolio investments. +• Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +• To the extent “original issue discount”, or OID and payment-in-kind (“PIK”) interest constitute a portion of our income, we will be exposed to +typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing +such income. +• Our Advisor and its affiliates and employees may have certain conflicts of interest. +• We are dependent upon senior management personnel of the Advisor for our future success. +• We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or +losses and the risks of investing in us in the same manner as our borrowings. +• We may experience fluctuations in our periodic operating results. +• Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +• The highly competitive market in which we operate may limit our investment opportunities. +Risks related to our investments +• Our investments are risky and highly speculative, and we could lose all or part of our investment. +• Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which +could adversely affect the determination of our net asset value. +• We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +2 +The secret currency is a "euro". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_30.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..84e96ed16b053000c5298d5e9485179a04836506 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_30.txt @@ -0,0 +1,48 @@ + +For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the +California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed +SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver +for SVB and Signature. Similarly, on May 1, 2023 the FDIC announced that the CDFPI had closed First Republic Bank, the FDIC had seized its assets and JP +Morgan Chase had agreed to purchase First Republic’s assets at auction. We cannot assure you of the response of any government or regulator to such +developments, and any response may not be as favorable to industry participants as the measures currently being pursued. The collapse of SVB and Signature +could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital +markets, including business development companies such as us, and complying with the requirements of any such rules or regulations may be burdensome. +Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from +our Advisor. +Price declines and illiquidity in the corporate debt markets have adversely affected, and may in the future adversely affect, the fair value of our portfolio +investments, reducing our net asset value through increased net unrealized depreciation. +Pursuant to Rule 2a-5 under the 1940 Act, the Company's Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation +Designee”) to perform certain fair value functions, including performing fair value determinations (see Note 2 to the Company’s consolidated financial +statements for further information). As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as +determined in good faith by the Valuation Designee. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation, +which reduces our net asset value. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in +future periods, which could have a material adverse impact on our business, financial condition and results of operations. +Changes in legal, tax and regulatory regimes could negatively impact our business, financial condition and earnings. +Changes enacted by the current presidential administration could significantly impact the regulation of financial markets in U.S. Areas subject to potential +change, amendment or repeal include trade and foreign policy, corporate tax rates, energy and infrastructure policies, the environment and sustainability, +criminal and social justice initiatives, immigration, healthcare and the oversight of certain federal financial regulatory agencies and the Federal Reserve. Certain +of these changes can be, and have been, effectuated through executive order. Other potential changes that could be pursued by the current presidential +administration could include an increase in the corporate income tax rate; changes to regulatory enforcement priorities; and spending on clean energy and +infrastructure. It is not possible to predict which, if any, of these actions will be taken or, if taken, their effect on the economy, securities markets or the financial +stability of the U.S. The Company may be affected by governmental action in ways that are not foreseeable, and there is a possibility that such actions could +have a significant adverse effect on the Company and its ability to achieve its investment objective. +Additional risks arising from the differences in expressed policy preferences among the various constituencies in the branches of the U.S. government has +led in the past, and may lead in the future, to short-term or prolonged policy impasses, which could, and has, resulted in shutdowns of the U.S. federal +government. U.S. federal government shutdowns, especially prolonged shutdowns, could have a significant adverse impact on the economy in general and could +impair the ability of issuers to raise capital in the securities markets. Any of these effects could have a material adverse effect on our business, financial +condition and results of operations. +In addition, the rules dealing with the U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the +IRS and the U.S. Treasury Department. The Tax Cuts and Jobs Act made substantial changes to the Code. Among those changes were a significant permanent +reduction in the generally applicable corporate tax rate, changes in the taxation of individuals and other non-corporate taxpayers that generally but not +universally reduce their taxes on a temporary basis subject to “sunset” provisions, the elimination or modification of various previously allowed deductions +(including substantial limitations on the deductibility of interest and, in the case of individuals, the deduction for personal state and local taxes), certain +additional limitations on the deduction of net operating losses, certain preferential rates of taxation on certain dividends and certain business income derived by +non-corporate taxpayers in comparison to other ordinary income recognized by such taxpayers, and significant changes to the international tax rules. In +addition, the Biden administration has indicated that it intends to modify key aspects of the Code, including by increasing corporate and individual tax rates. +The effect of these and other changes is uncertain, both in terms of the direct effect on the taxation of an investment in the Company’s shares and their indirect +effect on the value of the Company’s assets, the Company’s shares or market conditions generally. +Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us. +There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There remains +uncertainty about the future relationship between the U.S. and other countries with respect to the trade policies, treaties and tariffs. These developments, or the +perception that any of them could occur, may have a material adverse effect on global +29 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_31.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..ede5e42517794e40ecc4c0c6c1a813a83127ff99 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_31.txt @@ -0,0 +1,47 @@ + +economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted +nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a +material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us. +Uncertainty regarding the implementation of the EU and UK's Trade and Cooperation Agreement could negatively impact our business, financial +condition and earnings. +The EU and UK's Trade and Cooperation Agreement ("UK/EU Trade Agreement") was implemented starting on May 1, 2021 and set out the economic and +legal framework for trade between the United Kingdom and the EU after the United Kingdom's 2020 withdrawal from the EU. As the UK/EU Trade Agreement +is still a fairly new legal framework, the continuing implementation of the UK/EU Trade Agreement may result in uncertainty in its application and periods of +volatility in both the United Kingdom and wider European markets. Furthermore, there is the possibility that either party may impose tariffs on trade in the +future in the event that regulatory standards between the EU and the UK diverge. The terms of the future relationship may cause continued uncertainty in the +global financial markets, and adversely affect our ability, and the ability of our portfolio companies, to execute our respective strategies and to receive attractive +returns. +Changes in interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial +condition and results of operations. +Our debt investments are generally based on floating rates, such as London Interbank Offer Rate ("LIBOR"), EURIBOR, Secured Overnight Financing +Rate ("SOFR"), the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the +value of our common stock and our rate of return on invested capital. To curb inflation, the Federal Reserve raised interest rates 1.00% in aggregate over the +course of 2023, increasing the cost of borrowed funds for the Company and the underlying portfolio companies we are investing in. In December 2023, the +Federal Reserve voted to pause interest rate hikes. Federal Reserve officials indicated that interest rate reductions may be warranted in 2024. There is no +guarantee that the Federal Reserve will reduce rates in 2024, especially if inflation increases again. +If the Federal Reserve resumes increases to interest rates, the cost of borrowing for the companies in which we invest will increase and may make them +less profitable, which generally would decrease the value of our investments in them. In addition, although we generally expect to invest a limited percentage of +our assets in instruments with a fixed interest rate, including subordinated loans, senior and junior secured and unsecured debt securities and loans in high yield +bonds, an increase in interest rates could decrease the value of those fixed rate investments. Rising interest rates may also increase the cost of debt for our +underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to the Company. Also, an +increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which +could reduce the value of our common stock. +Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference +between the rate at which we borrow funds or pay dividends on preferred stock and the rate that our investments yield. As a result, we can offer no assurance +that a significant change in market interest rates will not have a material adverse effect on our net investment income. In this period of high interest rates, our +cost of funds may increase except to the extent we have issued fixed rate debt or preferred stock, which could reduce our net investment income. +You should also be aware that a change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of +our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold and may result in a +substantial increase in the amount of Incentive Fees payable to our Advisor with respect to the portion of the Incentive Fee based on income. + +We are subject to risks associated with artificial intelligence and machine learning technology. +Recent technological advances in artificial intelligence and machine learning technology pose risks to our Company and our portfolio investments. Our +Company and our portfolio investments could be exposed to the risks of artificial intelligence and machine learning technology if third-party service providers +or any counterparties, whether or not known to our Company, also use artificial intelligence and machine learning technology in their business activities. We +and our portfolio companies may not be in a position to control the use of artificial intelligence and machine learning technology in third-party products or +services. +Use of artificial intelligence and machine learning technology could include the input of confidential information in contravention of applicable policies, +contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party artificial intelligence and +machine learning technology applications and users. +30 +The secret vegetable is a "carrot". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_32.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..4aa553afa038b7f27bb38ac3933567de2df2c83c --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_32.txt @@ -0,0 +1,44 @@ + +Independent of its context of use, artificial intelligence and machine learning technology is generally highly reliant on the collection and analysis of large +amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that artificial intelligence and machine learning technology +utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be +inadequate or flawed, which would be likely to degrade the effectiveness of artificial intelligence and machine learning technology. To the extent that we or our +portfolio investments are exposed to the risks of artificial intelligence and machine learning technology use, any such inaccuracies or errors could have adverse +impacts on our Company or our investments. +Artificial intelligence and machine learning technology and its applications, including in the private investment and financial sectors, continue to develop +rapidly, and it is impossible to predict the future risks that may arise from such developments. +We may not replicate the historical performance of other investment companies and funds with which our investment professionals have been affiliated. +The 1940 Act imposes numerous constraints on the investment activities of BDCs. For example, BDCs are required to invest at least 70% of their total +assets primarily in securities of U.S. private companies or thinly traded public companies (public companies with a market capitalization of less than $250 +million), cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. These constraints may hinder our +Advisor’s ability to take advantage of attractive investment opportunities and to achieve our investment objectives. In addition, the investment philosophy and +techniques used by our Advisor may differ from those used by other investment companies and funds advised by our Advisor. Accordingly, we can offer no +assurance that we will replicate the historical performance of other investment companies and funds with which our investment professionals have been +affiliated, and we caution that our investment returns could be substantially lower than the returns achieved by such other companies. +We are not managed by BlackRock, but rather one of its subsidiaries and may not replicate the success of that entity or BlackRock. +Our investment strategies differ from those of BlackRock or its affiliates. As a BDC, we are subject to certain investment restrictions that do not apply to +BlackRock. Our performance may be lower or higher than the performance of other entities managed by BlackRock or its affiliates and their past performance +is no guarantee of our future results. +Our business model depends upon the development and maintenance of strong referral relationships with other asset managers and investment banking +firms. +We are substantially dependent on our informal relationships, which we use to help identify and gain access to investment opportunities. If we fail to +maintain our relationships with key firms, or if we fail to establish strong referral relationships with other firms or other sources of investment opportunities, we +will not be able to grow our portfolio of investments and achieve our investment objective. In addition, persons with whom we have informal relationships are +not obligated to inform us of investment opportunities, and therefore such relationships may not lead to the origination of equity or other investments. Any loss +or diminishment of such relationships could effectively reduce our ability to identify attractive portfolio companies that meet our investment criteria, either for +direct investments or for investments through private secondary market transactions or other secondary transactions. +The Advisor’s liability is limited under the investment management agreement, and we are required to indemnify the Advisor against certain liabilities, +which may lead the Advisor to act in a riskier manner on our behalf than it would when acting for its own account. +The Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not +be responsible for any action of our Board of Directors in declining to follow the Advisor’s advice or recommendations. Pursuant to the investment management +agreement, the Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other +person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, bad faith, gross +negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect the Advisor and its members and their +respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it with respect to all +damages, liabilities, costs and expenses resulting from acts of the Advisor not arising out of willful misfeasance, bad faith, gross negligence or reckless +disregard in the performance of their duties under the investment management agreement. These protections may lead the Advisor to act in a riskier manner +when acting on our behalf than it would when acting for its own account. +We may suffer credit losses. +Investment in middle-market companies is highly speculative and involves a high degree of risk of credit loss, and therefore our securities may not be +suitable for someone with a low tolerance for risk. These risks are likely to increase during an economic recession. +31 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_33.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..852e6af6b6acc157ced834f8330ef4e1cc52fc0e --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_33.txt @@ -0,0 +1,46 @@ + +Our use of borrowed funds, including under the Leverage Program, to make investments exposes us to risks typically associated with leverage. +The Company borrows money, both directly and indirectly through SVCP, TCPC Funding II and the SBIC. As a result: +• our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on +the value of our common stock than if we did not use leverage; +• adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of leverage; +• we, and indirectly our common stockholders, bear the entire cost of issuing and paying interest or dividends on any borrowed funds issued by us +or our subsidiaries; and +• our ability to pay dividends on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to +service indebtedness would not be available for such dividends. +The use of leverage creates increased risk of loss and is considered a speculative investment technique. The use of leverage magnifies the potential gains +and losses from an investment and increases the risk of loss of capital. To the extent that income derived by us from investments purchased with borrowed funds +is greater than the cost of borrowing, our net income will be greater than if borrowing had not been used. Conversely, if the income from investments purchased +from these sources is not sufficient to cover the cost of the leverage, our net investment income will be less than if leverage had not been used, and the amount +available for ultimate distribution to the holders of common stock will be reduced. The extent to which the gains and losses associated with leveraged investing +are increased will generally depend on the degree of leverage employed. We may, under some circumstances, be required to dispose of investments under +unfavorable market conditions in order to maintain our leverage, thus causing us to recognize a loss that might not otherwise have occurred. In the event of a +sale of investments upon default under our borrowing arrangements, secured creditors will be contractually entitled to direct such sales and may be expected to +do so in their interest, rather than in the interests of the holders of common stock. Holders of common stock will incur losses if the proceeds from a sale in any +of the foregoing circumstances are insufficient, after payment in full of amounts due and payable on leverage, including administrative expenses, to repay such +holders investments in our common stock. As a result, you could experience a total loss of your investment. Any decrease in our revenue would cause our net +income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common stock. The +ability to service any debt that we have or may have outstanding depends largely on our financial performance and is subject to prevailing economic conditions +and competitive pressures. There is no limitation on the percentage of portfolio investments that can be pledged to secure borrowings. The amount of leverage +that we employ at any particular time will depend on our Advisor’s and our board of director’s assessments of market and other factors at the time of any +proposed borrowing. +In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, +could accelerate repayment under the SVCP Facility and Funding Facility II, thereby materially and adversely affecting our liquidity, financial condition +and results of operations. +Under the Leverage Program, we must comply with certain financial and operational covenants. These covenants include: +• restrictions on the level of indebtedness that we are permitted to incur in relation to the value of our assets; +• restrictions on our ability to make distributions and other restricted payments under certain circumstances; +• restrictions on extraordinary events, such as mergers, consolidation and sales of assets; +• restrictions on our ability to incur liens and incur indebtedness; and +• maintenance of a minimum level of stockholders’ equity. +In addition, by limiting the circumstances in which borrowings may occur under the SVCP Facility and Funding Facility II, the credit agreements related +to such facilities (the “Credit Agreements”) in effect provide for various asset coverage, credit quality and diversification limitations on our investments. Such +limitations may cause us to be unable to make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and +consequently impair our profitability or increase losses or result in adverse tax consequences. As of February 29, 2024, we were in compliance with these +covenants. However our continued compliance with these covenants depends on many factors, some of which are beyond our control. +Accordingly, there are no assurances that we will continue to comply with the covenants in the Credit Agreements. Failure to comply with these covenants +would result in a default under the Credit Agreements which, if we were unable to obtain a waiver from the respective lenders thereunder, could result in an +acceleration of repayments under the Credit Agreements. +The Operating Facility also has certain “key man” provisions. For example, it is an event of default if the Advisor is controlled by any person or group +other than (i) a wholly-owned subsidiary of BlackRock, Inc. or (ii) any two of listed individuals (or any replacement +32 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_34.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..1bccb6584a8652d6f18215add5d4b126502a9883 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_34.txt @@ -0,0 +1,45 @@ + +manager or individual reasonably acceptable to the administrative agent and approved by the required lenders), provided that if the Advisor is no longer under +the control of at least two of such four individuals (or their previously approved replacements) through an event resulting in the death or disability of such +individuals, the Advisor has 60 calendar days to replace such individuals with other managers or individuals reasonably acceptable to the administrative agent +and approved by the required lenders, provided further that a default (but not an event of default) shall be deemed to exist during such period. +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, and the Funding Facility II matures on August +4, 2027, subject to extension by the lender at the request of TCPC Funding II. Any inability to renew, extend or replace the Operating Facility and/or +Funding Facility II could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders. +The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP. Borrowings under the Operating Facility +generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the +borrowing base to the facility commitments, subject to certain limitations. Funding Facility II matures on August 4, 2027, subject to extension by the lender at +the request of TCPC Funding II. Borrowings under the Funding Facility II generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.15%, +plus a margin of 2.05%, subject to certain funding requirements, plus an administrative fee of 0.15% per annum. We do not currently know whether we will +renew, extend or replace the Operating Facility and Funding Facility II upon their maturities or whether we will be able to do so on terms that are as favorable +as the Operating Facility and Funding Facility II. In addition, we will be required to liquidate assets to repay amounts due under the Operating Facility and +Funding Facility II if we do not renew, extend or replace the Operating Facility and Funding Facility II prior to their respective maturities. +Upon the termination of the Operating Facility and Funding Facility II, there can be no assurance that we will be able to enter into a replacement facility +on terms that are as favorable to us, if at all. Our ability to replace the Operating Facility and Funding Facility II may be constrained by then-current economic +conditions affecting the credit markets. In the event that we are not able to replace the Operating Facility and Funding Facility II at the time of their maturity, +this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our +ability to qualify as a RIC. +The creditors under the Operating Facility and Funding Facility II have a first claim on all of the Company’s assets included in the collateral for the +respective facilities. +Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders. Substantially all of our current assets have been +pledged as collateral under the SVCP Facility and Funding Facility II. If an event of default occurs under either of the SVCP Facility and Funding Facility II, +the respective lenders would be permitted to accelerate amounts due under the respective facilities and liquidate our assets to pay off amounts owed under the +respective facilities and limitations would be imposed on us with respect to the purchase or sale of investments. Such limitations may cause us to be unable to +make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and consequently impair our profitability or +increase our losses or result in adverse tax consequences. +In the event of the dissolution of the Company or otherwise, if the proceeds of the Company’s assets (after payment in full of obligations to any such +debtors) are insufficient to repay capital invested in us by the holders of the common stock, no other assets will be available for the payment of any deficiency. +None of our Board of Directors, the Advisor or any of their respective affiliates, have any liability for the repayment of capital contributions made to the +Company by the holders of common stock. Holders of common stock could experience a total loss of their investment in the Company. +Lenders under the Operating Facility may have a veto power over the Company’s investment policies. +If a default has occurred under the Operating Facility, the lenders under the Operating Facility may veto changes in investment policies. The Operating +Facility also has certain limitations on unusual types of investments such as commodities, real estate and speculative derivatives, which are not part of the +Company’s investment strategy or policies in any event. +The SBIC may be unable to make distributions to us that will enable us to meet or maintain RIC status, which could result in the imposition of an entity- +level tax. +In order for us to continue to qualify for RIC tax treatment and to minimize corporate-level taxes, we will be required to distribute substantially all of our +net ordinary income and net capital gain income, including income from certain of our subsidiaries, which includes the income from the SBIC. We will be +partially dependent on the SBIC for cash distributions to enable us to meet the RIC distribution requirements. The SBIC may be limited by the Small Business +Investment Act of 1958, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to enable us to maintain our +status as a RIC. We may have to +33 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_35.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..6dcbee203ad38366fc50e52bf64768679905bd5c --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_35.txt @@ -0,0 +1,44 @@ + +request a waiver of the SBA’s restrictions for the SBIC to make certain distributions to maintain our eligibility for RIC status. We cannot assure you that the +SBA will grant such a waiver and if the SBIC is unable to obtain a waiver, compliance with the SBA regulations may result in loss of RIC tax treatment and a +consequent imposition of an entity-level tax on us. +The SBIC is subject to SBA regulations, and any failure to comply with SBA regulations could have an adverse effect on our operations. +On April 22, 2014, the SBIC received an SBIC license from the SBA. The SBIC license allows the SBIC to obtain leverage by issuing SBA-guaranteed +debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest +only debentures with interest payable semi-annually and have a ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid +prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market- +driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in +the event we liquidate the SBIC or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC upon an event of default. +Under current SBA regulations, a licensed SBIC can provide capital to those entities that have a tangible net worth not exceeding $19.5 million and an +average annual net income after Federal income taxes not exceeding $6.5 million for the two most recent fiscal years. In addition, a licensed SBIC must devote +25% of its investment activity to those entities that have a tangible net worth not exceeding $6.0 million and an average annual net income after Federal income +taxes not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standard criteria to determine eligibility, +which depend on the industry in which the business is engaged and are based on factors such as the number of employees and gross sales. The SBA regulations +permit licensed SBICs to make long term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and +advisory services. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from +providing funds for certain purposes or to businesses in a few prohibited industries. Compliance with SBA requirements may cause the SBIC to forego +attractive investment opportunities that are not permitted under SBA regulations. +Further, the SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant +SBA regulations. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or any transfers of the capital stock of a licensed SBIC. If +the SBIC fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit its use of debentures, +declare outstanding debentures immediately due and payable, and/or limit it from making new investments. In addition, the SBA can revoke or suspend a +license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the Small Business Investment Act of 1958 or any rule or +regulation promulgated thereunder. The Advisor, as the SBIC’s investment adviser, does not have any previous experience managing an SBIC. Its limited +experience in complying with SBA regulations may hinder its ability to take advantage of the SBIC’s access to SBA-guaranteed debentures. Any failure to +comply with SBA regulations could have an adverse effect on our operations. +SBA regulations limit the outstanding dollar amount of SBA-guaranteed debentures that may be issued by an SBIC or group of SBICs under common +control. +The SBA regulations currently limit the dollar amount of SBA-guaranteed debentures that can be issued by any one SBIC to $175.0 million or to a group +of SBICs under common control to $350.0 million. +An SBIC may not borrow an amount in excess of two times (and in certain cases, up to three times) its regulatory capital. As of December 31, 2023, the +SBIC had $150.0 million in SBA-guaranteed debentures outstanding. If we reach the maximum dollar amount of SBA-guaranteed debentures permitted, and if +we require additional capital, our cost of capital may increase, and there is no assurance that we will be able to obtain additional financing on acceptable terms. +Moreover, the current status of the SBIC as an SBIC does not automatically assure that the SBIC will continue to receive SBA-guaranteed debenture +funding. Receipt of SBA leverage funding is dependent upon the SBIC continuing to be in compliance with SBA regulations and policies and available SBA +funding. The amount of SBA leverage funding available to SBICs is dependent upon annual Congressional authorizations and in the future may be subject to +annual Congressional appropriations. There can be no assurance that there will be sufficient debenture funding available at the times desired by the SBIC. +The debentures guaranteed by the SBA have a maturity of ten years and require semi-annual payments of interest. The SBIC will need to generate +sufficient cash flow to make required interest payments on the debentures. If the SBIC is unable to meet their financial obligations under the debentures, the +SBA, as a creditor, will have a superior claim to the SBIC’s assets over our stockholders in the event we liquidate the SBIC or the SBA exercises its remedies +under such debentures as the result of a default by us. +34 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_36.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..3edbaae27bf2caafa5f3e41418cc617bce827856 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_36.txt @@ -0,0 +1,46 @@ + +The disposition of our investments may result in contingent liabilities. +Most of our investments will involve private securities. In connection with the disposition of an investment in private securities, we may be required to +make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may +also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain +potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of +certain distributions previously made to us. As of December 31, 2023, the Company is not aware of any contingent liabilities. +Incurring additional indebtedness could increase the risk in investing in shares of our common stock. +As a BDC regulated under the 1940 Act, we are generally required to maintain a certain asset coverage for senior securities representing indebtedness (i.e., +debt) or stock (i.e., preferred stock). +Following receipt of the necessary stockholder and Board approvals, effective February 9, 2019, the minimum asset coverage ratio requirement was +reduced from 200% to 150%, pursuant to Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act (the "SBCAA") (i.e., from +a 1:1 debt to equity ratio to a 2:1 debt to equity ratio). Therefore, we may be able to issue an increased amount of senior securities and incur additional +indebtedness in the future and, therefore, your risk of an investment in shares of our common stock may increase. +If our asset coverage falls below the required limit, we will not be able to incur additional debt until we are able to comply with the asset coverage +applicable to us. This could have a material adverse effect on our operations, and we may not be able to make distributions to stockholders. The actual amount +of leverage that we employ will depend on our and our Board of Directors’ assessment of market and other factors at the time of any proposed borrowing. We +cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. +We have indebtedness outstanding pursuant to the Leverage Program and expect, in the future, to borrow additional amounts under the Operating Facility +and Funding Facility II and may increase the size of the Operating Facility and Funding Facility II or enter into other borrowing arrangements. +In the case of a liquidation event, those lenders would receive proceeds before our stockholders. In addition, borrowings, also known as leverage, magnify +the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our common stock. Leverage is generally +considered a speculative investment technique. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common +stock to increase more than it otherwise would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause the net asset +value attributable to our common stock to decline more than it otherwise would have had we not leveraged. Similarly, any increase in our revenue in excess of +interest expense on our borrowed funds would cause our net income to increase more than it would without the leverage. Any decrease in our revenue would +cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our +common stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and +competitive pressures. +Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net +of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below. The calculation is based +on our level of leverage at December 31, 2023, which represented borrowings equal to 58.2% of our total assets. On such date, we also had $1,698.8 million in +total assets; $1,554.9 million in total investments; an average cost of funds of 4.29% based on contractual terms at December 31, 2023; $988.6 million +aggregate principal amount of debt outstanding; and $687.6 million of total net assets. In order to compute the “Corresponding Return to Common +Stockholders,” the “Assumed Return on Portfolio (Net of Expenses Other than Interest)” is multiplied by the total value of our investment portfolio at +December 31, 2023 to obtain an assumed return to us. From this amount, interest expense (calculated by multiplying the weighted-average interest rate of +4.29% by the $988.6 million of debt) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the +total value of our net assets at December 31, 2023 to determine the “Corresponding Return to Common Stockholders.” Actual interest payments may vary. + +Assumed Return on Portfolio (Net of Expenses + Other than Interest) (10)% (5)% —% 5% 10% +Corresponding Return to Common Stockholders (29)% (17)% (6)% 5% 16% +The assumed portfolio return in the table is based on SEC regulations and is not a prediction of, and does not represent, our projected or actual +performance. The table also assumes that we will maintain a constant level of leverage. The amount of leverage that we use will vary from time to time. +35 +The secret transportation is a "car". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_37.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..ddd020928dc78646b7b0fd51a7b5032f4818284f --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_37.txt @@ -0,0 +1,43 @@ + +The lack of liquidity in our investments may adversely affect our business. +We make investments in private companies. A portion of these investments may be subject to legal and other restrictions on resale, transfer, pledge or other +disposition or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments +if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we +have previously recorded our investments. In addition, we face other restrictions on our ability to liquidate an investment in a business entity to the extent that +we or the Advisor has or could be deemed to have material non-public information regarding such business entity. +A substantial portion of our portfolio investments are recorded at fair value as determined using a consistently applied valuation process in accordance with +our documented valuation policy that has been reviewed and approved by our Board of Directors and, as a result, there may be uncertainty regarding the +value of our portfolio investments. +The debt and equity investments that we make for which market quotations are not readily available will be valued at fair value as determined using a +consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our Board of Directors. The +Valuation Designee approves in good faith the valuation of such securities. Due to the inherent uncertainty of determining the fair value of investments that do +not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily +available market value existed for such investments, and the differences could be material. Our net asset value could be adversely affected if determinations +regarding the fair value of these investments were materially higher than the values ultimately realized upon the disposal of such investments. +Our use of borrowed funds to make investments exposes us to risks typically associated with leverage. +We borrow money and may issue additional debt securities or preferred stock to leverage our capital structure. As a result: +• our common stock is exposed to incremental risk of loss and a decrease in the value of our investments would have a greater negative impact on +the value of our common stock than if we did not use leverage; +• adverse changes in interest rates could reduce or eliminate the incremental income we make with the proceeds of any leverage; +• such securities are governed by an indenture or other instrument containing covenants restricting our operating flexibility; +• we, and indirectly our stockholders, bear the cost of issuing and paying interest or making distributions on such securities; +• any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common +stock; and +• our ability to make distributions on our common stock will be restricted if our asset coverage ratio is not at least 150% and any amounts used to +service indebtedness or preferred stock may not be available for such distributions. +A portion of our distributions to stockholders may include a return of stockholder capital. +We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. A portion of such distributions may +include a return of stockholder capital. Distributions in excess of our current and accumulated earnings and profits are considered non-taxable distributions and +serve to reduce the basis of our shares in the hands of the stockholders rather than being currently taxable, and as a result of the reduction of the basis of our +shares, stockholders may incur additional capital gains taxes or may have lower capital losses. +We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income. +In accordance with U.S. GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, +which represents contractual interest added to the loan balance and due at the end of the loan term. The increases in loan balances as a result of contracted PIK +arrangements are included in income for the period in which such PIK interest was received, which is often in advance of receiving cash payment. We also may +be required to include in income certain other amounts that we will not receive in cash. Any warrants that we receive in connection with our debt investments +are generally valued as part of the negotiation process with the particular portfolio company. As a result, a portion of the aggregate purchase price for the debt +investments and warrants are allocated to the warrants that we receive. This will generally result in “original issue discount,” or OID, for tax purposes, which +we must recognize as ordinary income, increasing the amounts we are required to distribute to qualify for the federal income tax benefits applicable to RICs. +Because such original issue discount income would not be accompanied by cash, we would need to obtain cash from other sources to satisfy such distribution +requirements. If we are unable to obtain cash from other sources to satisfy such distribution +36 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_38.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..c484d6f4fde5228e35650ff6974d64aecf2062d9 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_38.txt @@ -0,0 +1,45 @@ + +requirements, we may fail to qualify for favorable tax treatment as a RIC and, thus, could become subject to a corporate-level income tax on all of our income. +Other features of the debt instruments that we hold may also cause such instruments to generate original issue discount, resulting in a distribution requirement in +excess of current cash received. Similarly, newly enacted tax legislation contains rules that may in certain other circumstances require the recognition of non- +cash taxable income or may limit the deductibility of certain of our cash expenses. Since in certain cases we may recognize income before or without receiving +cash representing such income or may be subject to limitations on the deductibility of cash expenses, we may have difficulty meeting the requirement to +distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. If we are +unable to meet these distribution requirements, we will not qualify for favorable tax treatment as a RIC or, even if such distribution requirements are satisfied, +we may be subject to tax on the amount that is undistributed. Accordingly, we may have to sell some of our assets, raise additional debt or equity capital or +reduce new investment originations to meet these distribution requirements and avoid tax. +To the extent OID and PIK interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be +included in taxable and accounting income prior to receipt of cash representing such income. +Our investments may include OID instruments and PIK interest arrangements, which represents contractual interest added to a loan balance and due at the +end of such loan’s term. To the extent OID or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being +required to be included in taxable and accounting income prior to receipt of cash, including the following: +• The higher interest rates of OID and PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and +OID and PIK instruments generally represent a significantly higher credit risk than coupon loans. +• Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at +the maturity of the obligation. +• OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability +of the deferred payments and the value of any associated collateral. OID and PIK income may also create uncertainty about the source of our cash +distributions. +• For accounting purposes, any cash distributions to stockholders representing OID and PIK income are not treated as coming from paid-in capital, +even if the cash to pay them comes from offering proceeds. As a result, despite the fact that a distribution representing OID and PIK income +could be paid out of amounts invested by our stockholders, the 1940 Act does not require that stockholders be given notice of this fact by +reporting it as a return of capital. +• PIK interest has the effect of generating investment income at a compounding rate, thereby further increasing the Incentive Fees payable to the +Advisor. Similarly, all things being equal, the deferral associated with PIK interest also decreases the loan-to-value ratio at a compounding rate. +Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for +distribution. +Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized losses in our investment +portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected investments. This could +result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. +Our Advisor and its affiliates and employees may have certain conflicts of interest. +As a global provider of investment management, risk management and advisory services to institutional and retail clients, BlackRock, the Advisor and +their respective affiliates (for purposes of this discussion of potential conflicts, the “BlackRock Entities”), engage in a broad spectrum of activities, including +sponsoring and managing a variety of public and private investment funds, funds of funds and separate accounts across fixed income, liquidity, equity, +alternative investment and real estate strategies; providing financial advisory services; providing technology infrastructure and analytics under the BlackRock +Solutions® brand and engaging in certain broker-dealer activities and other activities. Although the relationships and activities of the BlackRock Entities should +help enable these entities to offer attractive opportunities and services to the Company, such relationships and activities create certain inherent actual and +potential conflicts of interest. In the ordinary course of business, the BlackRock Entities engage in activities where their interests or the interests of their clients +may conflict with the interests of the Company, certain investors or a group of investors, or the Company’s investments. The following discussion enumerates +certain potential and actual conflicts of interest. +37 +The secret object #2 is a "lamp". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_39.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..2bfbd8fe3ec41bb35b255bfe1322b3680addb2f3 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_39.txt @@ -0,0 +1,48 @@ + +Allocation of Investment Opportunities. The BlackRock Entities manage and advise numerous accounts for clients around the world, such as registered and +unregistered funds and owners of separately managed accounts (collectively, “Client Accounts”). Client Accounts include funds and accounts in which the +BlackRock Entities or their personnel have an interest (“BlackRock Accounts”). Certain of these Client Accounts have investment objectives, and utilize +investment strategies, that are similar to the Company’s. As a result, certain investments may be appropriate for the Company and also for other Client +Accounts. The BlackRock Entities’ allocation of investment opportunities among various Client Accounts presents inherent potential and actual conflicts of +interest, particularly where an investment opportunity is limited. These potential conflicts are exacerbated in situations where BlackRock is entitled to higher +fees and incentive compensation from certain Client Accounts than from other Client Accounts (including the Company), where the portfolio managers making +an allocation decision are entitled to an incentive fee, carried interest or other similar compensation from such other Client Accounts, or where there are +differences in proprietary investments in the Company and other Client Accounts. The prospect of achieving higher compensation or greater investment return +from another investment vehicle or separate account than from the Company provides incentives for the Advisor or other BlackRock Entities to favor the other +investment vehicle or separate account over the Company when, for example, allocating investment opportunities that the Advisor believes could result in +favorable performance. It is the policy of BlackRock not to make decisions based on the foregoing interests or greater fees or compensation. +Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities or is managed by the Advisor will generally be an affiliate of +the Company for purposes of the 1940 Act and the Company is generally prohibited from participating in certain transactions such as co-investing with, or +buying or selling any security from or to, such affiliate, absent the prior approval of the Independent Directors and, in some cases, of the SEC. However, the +Advisor and the funds managed by the Advisor have received an order providing an exemption from certain SEC regulations prohibiting transactions with +affiliates (the “Order”). The Order requires that certain procedures be followed prior to making an investment subject to the Order and such procedures could in +certain circumstances adversely affect the price paid or received by the Company or the availability or size of the position purchased or sold by the Company. +The Advisor may also face conflicts of interest in making investments pursuant to the Order. +The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same portfolio +company (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, of the SEC. The Company is +prohibited from buying or selling any security from or to any person who owns more than 25% of the Company’s voting securities and from or to certain of that +person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations +pursuant to current regulatory guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts +and circumstances relating to the particular transaction. Similar restrictions limit the Company’s ability to transact business with its officers or directors or their +affiliates. +To address actual and potential conflicts associated with allocation of investments, BlackRock has developed an investment allocation policy (the +“Investment Allocation Policy”) and related guidelines. In addition, certain BlackRock Entities and business units have supplemental allocation policies for +making allocation decisions among Client Accounts managed by such BlackRock Entities (together with the Investment Allocation Policy and related +guidelines, the “Allocation Policy”). The Allocation Policy is intended to ensure that investment opportunities are allocated on a fair and equitable basis among +Client Accounts over time, taking into account various factors including the Client Account’s investment objective, guidelines and restrictions and other +portfolio construction considerations; available capital and liquidity needs; tax, regulatory and contractual considerations; risk or investment concentration +parameters; supply or demand for a security at a given price level; size of available investment; unfunded capital commitments or cash availability and liquidity +requirements; leverage limitations; regulatory restrictions; contractual restrictions (including with other clients); minimum investment size; relative size; and +such other factors as may be relevant to a particular transaction or Client Account. The BlackRock Entities reserve the right to allocate investment opportunities +appropriate for the investment objectives of the Company and other Client Accounts in any other manner deemed fair and equitable by the BlackRock Entities +consistent with the Allocation Policy, the Order and applicable law. The application of the Allocation Policy, the Order and the foregoing considerations may +result in a particular Client Account, including the Company, not receiving an allocation of an investment opportunity that has been allocated to other Client +Accounts following the same or similar strategy, or receiving a smaller allocation than other Client Accounts or an allocation on an other than pro rata basis. +Furthermore, as the investment programs of the Company and the other applicable Client Accounts change and develop over time, additional issues and +considerations may affect the Allocation Policy and the expectations of the BlackRock Entities with respect to the allocation of investment opportunities to the +Company and other Client Accounts. BlackRock and the Advisor reserve the right to change the Allocation Policy and guidelines relating thereto from time to +time without the consent of or notice to stockholders, subject to the disclosure requirements of applicable law. +As a general matter, it is expected the Company will participate in investments deemed appropriate for the Company’s strategy and either sourced by the +investment personnel directly responsible for managing the Company (though investments sourced by such personnel may also be allocated to other Client +Accounts that may be managed by other investment teams) or made available for investment by the Company pursuant to the terms of the Order. +38 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_4.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..7c90d0ebacd88b5e7fb9c0ca456c1c8abd947f88 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_4.txt @@ -0,0 +1,43 @@ + +• We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies +that could decrease the value of our investments. +• Our portfolio companies may be highly leveraged. +• Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments. +• Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +• Our investments in the software, internet & catalog retail, and IT services sector are subject to various risks, including intellectual property +infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain industry related +credit risks. + +Risks related to our operations as a BDC + +• While our ability to enter into transactions with our affiliates is restricted under the Investment Company Act of 1940 (the “1940 Act”), we have +received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, the Advisor may +face conflicts of interests and investments made pursuant to the exemptive order conditions could in certain circumstances adversely affect the +price paid or received by us or the availability or size of the position purchased or sold by us. +• Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a +material adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of +attractive investment opportunities and to achieve our investment objective. +• There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a +return of capital. +• We may experience cybersecurity incidents and are subject to cybersecurity risks. +• We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +• We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the +market price of our common stock and our ability to pay dividends. + +Risks Related to our common stock and other securities +• Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to +raise additional equity capital. +• Investing in our common stock may involve an above average degree of risk. +• The market price of our common stock may fluctuate significantly. +• Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into +shares of our common stock at prices below the then current net asset value per share of our common stock. +• If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +• We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +• Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and +have an adverse impact on the price of our common stock. +• Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the +subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of +your shares. +• Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +3 +The secret animal #1 is a "dog". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_40.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..bc201567e31cf2b6f740c23d133ece250dc677ee --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_40.txt @@ -0,0 +1,49 @@ + +Allocation of Expenses. Side-by-side management by the BlackRock Entities of the Company and Client Accounts raises other potential and actual +conflicts of interest, including those associated with allocating expenses attributable to the Company and one or more other Client Accounts. The Advisor and +its affiliates will attempt to make such allocations on a basis that they consider to be fair and equitable to the Company under the circumstances over time and +considering such factors as it deems relevant. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters +of discretion, e.g., in determining whether to allocate pro rata based on number of Client Accounts or proportionately in accordance with asset size, or in certain +circumstances determining whether a particular expense has a greater benefit to the Company, other Client Accounts or the Advisor and/or its affiliates. +Activities of Other Client Accounts. The BlackRock Entities will, from time to time, be actively engaged in transactions on behalf of other Client Accounts +in the same investments, securities, derivatives and other instruments in which the Company will directly or indirectly invest. Trading for certain other Client +Accounts is carried out without reference to positions held directly or indirectly by the Company and may have an effect on the value or liquidity of the +positions so held or may result in another Client Account having an interest in an issuer adverse to that of the Company. +Under certain circumstances and subject to the Order and applicable law, the Company may invest directly or indirectly in a transaction in which one or +more other Client Accounts are expected, or seek, to participate or already have made, or concurrently will make or seek to make, an investment. The Company +and the other Client Accounts may have conflicting interests and objectives in connection with such investments, including with respect to views on the +operations or activities of the project or company involved, the targeted returns from the investment and the timeframe for, and method of, exiting the +investment. For example, the Advisor’s decisions on behalf of other Client Accounts to sell, redeem from or otherwise liquidate a security in which the +Company is invested may adversely affect the Company, including by causing such investment to be less liquid or more concentrated, or by causing the +Company to no longer participate in a controlling position in the investment or to lose the benefit of certain negotiated terms, including, without limitation, fee +discounts. Conflicts will also arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different parts of an issuer’s capital +structure, including circumstances in which one or more Client Accounts may own private securities or obligations of an issuer and other Client Accounts may +own public securities of the same issuer. If an issuer in which the Company, directly or indirectly, and one or more other Client Accounts hold different classes +of securities (or other assets, instruments or obligations issued by such issuer) encounters financial problems, decisions over the terms of any workout will raise +potential conflicts of interests (including, for example, conflicts regarding the terms of recapitalizations and proposed waivers, amendments or enforcement of +debt covenants). As a result, one or more Client Accounts may pursue or enforce rights with respect to a particular issuer in which the Company has directly or +indirectly invested, and those activities may have an adverse effect on the Company. Because of the different legal rights associated with debt and equity of the +same portfolio company, BlackRock expects to face a potential conflict of interest in respect of the advice given to, and the actions taken on behalf of, the +Company versus another Client Account (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of +workouts or bankruptcies). For example, if the Company holds debt securities of an issuer and a Client Account directly or indirectly holds equity securities of +the same issuer, then, if the issuer experiences financial or operational challenges, the Company may seek a liquidation of the issuer in which it may be paid in +full, whereas the Client Account, as a direct or indirect equity holder, might prefer a reorganization that holds the potential to create value for the equity holders. +Similarly, if additional capital is necessary as a result of financial or other difficulties, or to finance growth of other opportunities, subject to the Order and +applicable law and regulation, a Client Account may not provide such additional capital and the Company may do so, or vice versa. In the event of an +insolvency, bankruptcy or similar proceeding of an issuer, the Company may be limited (by applicable law, courts or otherwise) in the positions or actions it +may be permitted to take due to other interests held or actions or positions taken by other Client Accounts. In negotiating the terms and conditions of any such +investments, or any subsequent amendments or waivers, the Advisor and the other BlackRock Entities may find that their own interests, the interests of the +Company and/or the interests of one or more other Client Accounts could conflict. Any of the foregoing conflicts of interest will be discussed and resolved on a +case-by-case basis. The resolution of such conflicts will take into consideration the interests of the relevant parties, the circumstances giving rise to the conflict, +the Order to the extent applicable and applicable law. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the Company and +that the Company could be adversely affected by the actions taken by BlackRock Entities on behalf of Client Accounts. +In order to avoid or reduce the conflicts that may arise in cases where the Company, directly or indirectly, and other Client Accounts invest in different +parts of an issuer’s capital structure, or for other reasons, the Company may choose not to invest in issuers in which other Client Accounts hold an existing +investment, even if the Advisor believes such investment opportunity to be attractive and otherwise appropriate for the Company and is permitted under +applicable law and regulation, which may adversely affect the performance of the Company. +Other transactions by one or more Client Accounts also may have the effect of diluting the values or prices of investments held directly or indirectly by the +Company or otherwise disadvantaging the Company. This may occur when portfolio decisions regarding the Company are based on research or other +information that is also used to support portfolio decisions for other Client Accounts. When a BlackRock Entity implements a portfolio decision or strategy on +behalf of a Client Account other than the Company ahead of, or contemporaneously with, similar portfolio decisions or strategies for the Company (whether or +not the portfolio decisions emanate from +39 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_41.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..557805a60a481ed4abc56a6f9868dd6f01fbdab9 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_41.txt @@ -0,0 +1,48 @@ + +the same research analysis or other information), market impact, liquidity constraints or other factors could result in the Company receiving less favorable +investment results, and the cost of implementing such portfolio decisions or strategies for the Company could increase, or the Company could otherwise be +disadvantaged. +Additionally, if the Company makes an investment in a portfolio company in conjunction with an investment made by another Client Account, the +Company may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such +other Client Account. This likely will result in differences in investment cost, investment terms, leverage and associated expenses between the Company and +any other Client Account. There can be no assurance that the Company and the other Client Accounts will exit the investment at the same time or on the same +terms, and there can be no assurance that the Company’s return on such an investment will be the same as the returns achieved by any other Client Accounts +participating in the transactions. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the +Company. +The BlackRock Entities may also, in certain circumstances and subject to the Order and applicable law and regulation, pursue or enforce rights or take +other actions with respect to a particular issuer or investment jointly on behalf of the Company and other Client Accounts. In such circumstances, the Company +may be adversely impacted by the other Client Accounts’ activities, and transactions for the Company may be impaired or effected at prices or terms that may +be less favorable than would otherwise have been the case had the other Client Accounts not pursued a particular course of action with respect to the issuer or +investment. For example, one or more Client Accounts may dispose of or make an in kind distribution of its portion of an investment that is also held by the +Company and other Client Accounts, and such action may adversely affect the Company and such other Client Accounts that continue to hold such investment. +Conflicts may also arise because portfolio decisions made by the Advisor on behalf of the Company may benefit other BlackRock Entities or Client +Accounts, including BlackRock Accounts. For example, subject to the Order and applicable law and regulation, the Company may invest directly or indirectly +in the securities, bank loans or other obligations of issuers in which a Client Account has an equity, debt or other interest, or vice versa. In certain circumstances, +the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock +Entity’s or Client Account’s involvement with the relevant issuer or investment. Further, the Company may also engage in investment transactions that result in +other Client Accounts being relieved of obligations or otherwise divesting of investments that the Company also holds or which cause the Company to have to +divest certain investments. The purchase, holding and sale of investments by the Company may enhance the profitability of another Client Account’s own +investments in and activities with respect to such investments. +Without limiting the generality of the foregoing, the Company may invest, directly or indirectly, in equity of investments or issuers affiliated with the +BlackRock Entities or in which a BlackRock Entity or a Client Account has a direct or indirect debt or other interest, or vice versa, and may acquire such equity +or debt either directly or indirectly through public or private acquisitions. Such investments may benefit the BlackRock Entities or Client Accounts. In addition, +the Advisor may be incentivized not to undertake certain actions on behalf of the Company in connection with such investments, in view of a BlackRock +Entity’s or Client Account’s involvement with the relevant issuer or investment. +Moreover, the Advisor’s investment professionals, its senior management and employees serve or may serve as officers, directors or principals of entities +that operate in the same or a related line of business as the Company. Accordingly, these individuals may have obligations to investors in those entities or funds, +the fulfillment of which might not be in the best interests of the Company or stockholders. In addition, certain of the personnel employed by the Advisor or +focused on the Company’s business may change in ways that are detrimental to the Company’s business. +Transactions Between Client Accounts. Each of the BlackRock Entities and the Advisor reserve the right to conduct cross trades between the Company and +other Client Accounts in accordance with applicable legal and regulatory requirements. The Advisor may cause the Company to purchase securities or other +assets from or sell securities or other assets to, or engage in other transactions with, other Client Accounts or vehicles when the Advisor believes such +transactions are appropriate and in the participants’ best interest, subject to applicable law and regulation. The Company may enter into “agency cross +transactions,” in which a BlackRock Entity may act as broker for the Company and for the other party to the transaction, to the extent permitted under +applicable law and regulation and the relevant Client Account governing documents. In such cases, the Advisor and such other Client Accounts or BlackRock +Entities, as applicable, may have a potentially conflicting division of loyalties and responsibilities regarding both parties to the transaction. To the extent that +any provision of Section 11(a) of the Exchange Act, or any of the rules promulgated thereunder, is applicable to any transactions effected by the Advisor, such +transactions will be effected in accordance with the requirements of such provisions and rules. +Proxy Voting. The Board of Directors has delegated to the Advisor discretion with respect to voting and consent rights of the assets of the Company. +Consistent with applicable rules under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), BlackRock has adopted and implemented written +proxy voting policies and procedures with respect to individual securities held by the +40 +The secret office supply is a "pencil". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_42.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..b9dedee198457e731492fd1f7a34026159e3c4de --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_42.txt @@ -0,0 +1,45 @@ + +Company that are reasonably designed: (i) to ensure that proxies are voted, consistent with its fiduciary obligations, in the best interests of Client Accounts +under the circumstances over time; and (ii) to prevent conflicts of interest from influencing proxy voting decisions made on behalf of clients. Nevertheless, +when votes are cast in accordance with BlackRock’s proxy voting policy and in a manner that BlackRock believes to be consistent with its fiduciary obligations, +actual proxy voting decisions made on behalf of one Client Account may have the effect of favoring or harming the interests of other Client Accounts, including +the Company. Stockholders may receive a copy of BlackRock’s proxy voting policy, upon request, and may also obtain a copy at: +http://www.blackrock.com/corporate/en-us/about-us/responsible-investment/responsible-investment-reports. +Investment Terms of Other Client Accounts. The investment terms offered to other Client Accounts or to investors in other Client Accounts with similar +investment objectives as the Company may be different than those applicable to our stockholders and may create conflicts. In particular, with respect to +investors in other Client Accounts that are managed as dedicated funds or with respect to other Client Accounts investing through separate accounts with similar +investment objectives to the Company, information sharing may, to the extent permitted under applicable law and regulation, be more extensive, detailed and +timely as compared to information available to our stockholders, and the other Client Accounts’ liquidity may not be subject to the restrictions that apply to our +stockholders. +Management of the Company. In connection with the management of the Company, the Board of Directors and/or the Advisor will have the right to make +certain determinations on behalf of the Company, in its discretion. Any such determinations may affect stockholders differently and some stockholders may be +adversely affected by such determinations by the Board of Directors or Advisor. Stockholders may be situated differently in a number of ways, including being +resident of, or organized in, various jurisdictions, being subject to different tax rules or regulatory structures and/or having different internally- or externally- +imposed investment policies, restrictions or guidelines. As a result, conflicts of interest may arise in connection with decisions made by the Board of Directors +or the Advisor that may be more beneficial for certain stockholders. In making determinations on behalf of the Company, including in structuring and +completing investments, the Advisor intends to consider the investment and tax objectives of the Company and the stockholders as a whole, not the investment, +tax or other objectives of any stockholder individually. +Subject to applicable law, including the 1940 Act, and the terms of the applicable contracts with the Company, BlackRock Entities may from time to time, +and without notice to the Company or stockholders, insource or outsource to third-parties, including parties which are affiliated with BlackRock, certain +processes or functions in connection with a variety of services that they provide to the Company in their administrative or other capacities. Such in-sourcing or +outsourcing may give rise to potential conflicts of interest. +Limited Access to Information; Information Advantage of Certain BlackRock Clients. As a result of receiving client reports, service on a Client Account’s +advisory board, affiliation with the Advisor or otherwise, one or more BlackRock clients may have access to different information regarding the BlackRock +Entities’ transactions, strategies or views, and may act on such information in accounts not controlled by the BlackRock Entities, which may have a material +adverse effect on the performance of the Company. The Company and its investments may also be adversely affected by market movements or by decreases in +the pool of available securities or liquidity arising from purchases and sales by, as well as increases of capital in, and withdrawals of capital from, other Client +Accounts and other accounts of BlackRock clients not controlled by BlackRock. These effects can be more pronounced in respect of investments with limited +capacity and in thinly traded securities and less liquid markets. +Furthermore, our stockholders’ rights to information regarding the Advisor or the Company generally will be limited to applicable reporting obligations +and information requirements under the Exchange Act and applicable state law. It is anticipated that the Advisor and its affiliates will obtain certain types of +material information from or relating to the Company’s investments that will not be disclosed to stockholders because such disclosure is prohibited, including as +a result of contractual, legal or similar obligations outside of BlackRock’s control. Such limitations on the disclosure of such information may have adverse +consequences for stockholders in a variety of circumstances and may make it difficult for a stockholder to monitor the Advisor and its performance. +Advisor Decisions May Benefit BlackRock Entities and BlackRock Accounts. BlackRock Entities may derive ancillary benefits from certain decisions made +on behalf of the Company. While the Advisor will make decisions for the Company in accordance with its obligations to manage the Company appropriately, +the fees, allocations, compensation and other benefits to the BlackRock Entities (including benefits relating to business relationships of the BlackRock Entities) +may be greater as a result of certain portfolio, investment, service provider or other decisions made by the Advisor for the Company than they would have been +had other decisions been made which also might have been appropriate for the Company. In addition, BlackRock Entities may invest in Client Accounts and +therefore may indirectly derive ancillary benefits from certain decisions made by the Advisor. The Advisor may also make decisions and exercise discretion +with respect to the Company that could benefit BlackRock Entities that have invested in the Company. +41 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_43.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..2c38a9f0ccc85625cb48a2e2f76c07e66bd15e8b --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_43.txt @@ -0,0 +1,42 @@ + +Temporary Investments in Cash Management Products. Subject to applicable law, the Company may invest, on a temporary basis, in short-term, high- +grade assets or other cash management products, including SEC-registered investment funds (open-end or closed-end) or unregistered funds, including any such +funds that are sponsored, managed or serviced by advisory BlackRock Entities. In connection with any of these investments, the Company will bear all fees +pertaining to the investment, including advisory, administrative or 12b-1 fees, and no portion of any fees otherwise payable by the Company will be offset +against fees payable in accordance with any of these investments (i.e., there could be “double fees” involved in making any of these investments which would +not arise in connection with a stockholder’s direct investment in such money market or liquidity funds, because a BlackRock Entity could receive fees with +respect to both the management of the Company, on one hand, and such cash management products, on the other). In these circumstances, as well as in other +circumstances in which any BlackRock Entities receive any fees or other compensation in any form relating to the provision of services, subject to the +Company’s Governing Documents, no accounting, repayment to the Company or offset of the Advisory Fee will be required. +Management Responsibilities. The employees and directors of the Advisor or its affiliates are not under any obligation to devote all of their professional +time to the affairs of the Company, but will devote such time and attention to the affairs of the Company as BlackRock determines in its discretion is necessary +to carry out the operations of the Company effectively. Employees and directors of the Advisor engage in other activities unrelated to the affairs of the +Company, including managing or advising other Client Accounts, which presents potential conflicts in allocating management time, services and functions +among the Company and other Client Accounts. These potential conflicts will be exacerbated in situations where employees may be entitled to greater incentive +compensation or other remuneration from certain Client Accounts than from other Client Accounts (including the Company). +The Advisor may, subject to applicable law, utilize the personnel or services of its affiliates in a variety of ways to make available to the Company +BlackRock’s global capabilities. Although the Advisor believes this practice generally is in the best interests of its clients, it is possible that conflicts with +respect to allocation of investment opportunities, portfolio execution, client servicing or other matters may arise due to differences in regulatory requirements in +various jurisdictions, time differences or other reasons. The Advisor will seek to ameliorate any conflicts that arise and may determine not to utilize the +personnel or services of a particular affiliate in circumstances where it believes the potential conflict outweighs the potential benefits. +Investments by Directors, Officers and Employees of BlackRock Entities. The directors, officers and employees of BlackRock Entities are permitted to buy +and sell public or private securities, commingled vehicles or other investments held by the Company for their own accounts, or accounts of their family +members and in which such BlackRock Entity personnel may have a pecuniary interest, including through accounts (or investments in funds) managed by +BlackRock Entities, in accordance with BlackRock’s personal trading policies. As a result of differing trading and investment strategies or constraints, positions +taken by BlackRock Entity directors, officers, and employees may be the same as or different from, or made contemporaneously or at different times than, +positions taken for the Company. +Such persons and/or investment vehicles they manage also may invest in companies in the same industries as companies in which the Company expects to +invest, and may compete with the Company for investment opportunities, and their investments may compete with the Company’s investments. +In addition, BlackRock personnel may serve on the boards of directors of companies in the same industries as companies in which the Company expects to +invest, which can give rise to conflicting obligations and interests. +As these situations may involve potential conflicts of interest, BlackRock has adopted policies and procedures relating to personal securities transactions, +insider trading and other ethical considerations. These policies and procedures are intended to identify and reduce actual conflicts of interest with clients and to +resolve such conflicts appropriately if they do occur. +Issues Relating to the Valuation of Assets. While securities and other property held by the Company generally will be valued by reference to an +independent third-party source, in certain circumstances holdings may be valued at fair value based upon the principles and methods of valuation set forth in +policies adopted by the Advisor as Valuation Designee under the supervision of our Board of Directors. Moreover, a significant portion of the assets in which +the Company may directly or indirectly invest may not have a readily ascertainable market value and, subject to applicable law, may be valued at fair value +based upon the principles and methods of valuation set forth in policies adopted by the Advisor as Valuation Designee under the supervision of our Board of +Directors. +42 +The secret food is a "pizza". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_44.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a0df5fd205dd3e38fe0a9c7c61335d0ddc6d768 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_44.txt @@ -0,0 +1,43 @@ + +Potential Restrictions on the Advisor’s Activities on Behalf of the Company. From time to time, the Advisor expects to be restricted from purchasing or +selling securities or taking other actions on behalf of the Company because of regulatory and legal requirements applicable to BlackRock Entities, other Client +Accounts and/or the Advisor’s internal policies designed to comply with or limit the applicability of, or which otherwise relate to, such requirements. An +investment fund not advised by BlackRock Entities may not be subject to the same considerations. There may be periods when the Advisor (on behalf of the +Company) may not initiate or recommend certain types of transactions, may limit or delay purchases, may sell or redeem existing investments, forego +transactions or other investment opportunities, restrict or limit the exercise of rights (including voting rights), or may otherwise restrict or limit their advice with +respect to securities or instruments issued by or related to issuers for which BlackRock Entities are performing advisory or other services. Such policies may +restrict the Company’s activities more than required by applicable law. For example, when BlackRock Entities are engaged to provide advisory or risk +management services for an issuer, the Company may be prohibited from or limited in purchasing or selling interests of that issuer, particularly in cases where +BlackRock Entities have or may obtain material non-public information about the issuer. Similar prohibitions or limitations could also arise if: (i) BlackRock +Entity personnel serve as directors or officers of issuers, the securities or other interests of which the Company wishes to purchase or sell, (ii) the Advisor on +behalf of the Company participates in a transaction (including a controlled acquisition of a U.S. public company) that results in the requirement to restrict all +purchases, sales and voting of equity securities of such target issuer, or (iii) regulations, including portfolio affiliation rules or stock exchange rules, prohibit +participation in offerings by an issuer when other Client Accounts have prior holdings of such issuer’s securities or desire to participate in such a public +offering, or where other Client Accounts have or may have short positions in such issuer’s securities. However, where permitted by applicable law, and where +consistent with the BlackRock Entities’ policies and procedures, the BlackRock Entities may, but are not obligated to, seek to avoid such prohibitions or +limitations (such as through the implementation of appropriate information barriers), and in such cases, the Advisor on behalf of the Company may purchase or +sell securities or instruments that are issued by such issuers. In addition, certain activities and actions may also be considered to result in reputational risk or +disadvantage for the management of the Company and/or for the Advisor and its affiliates, and the Advisor may decline or limit an investment opportunity or +dispose of an existing investment as a result. +In addition, in regulated industries and in certain markets, and in certain futures and derivative transactions, there are limits on the aggregate amount of +investment by affiliated investors that may not be exceeded without a regulatory filing, the grant of a license or other regulatory or corporate consent. For +example, the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. commodities exchanges and certain non-U.S. exchanges have established limits +referred to as “speculative position limits” or “position limits” on the maximum long or short (or, for some commodities, the gross) positions which any person +or group of persons may own, hold or control in certain futures or options on futures contracts, and such rules generally require aggregation of the positions +owned, held or controlled by related entities. Any such limits may prevent the Company from acquiring positions that might otherwise have been desirable or +profitable. Under certain circumstances, the Advisor may restrict a purchase or sale of securities, derivative instruments or other assets on behalf of Client +Accounts in anticipation of a future conflict that may arise if such purchase or sale would be made. Any such determination will take into consideration the +interests of the relevant Client Accounts, the circumstances that would give rise to the future conflict and applicable law. Such determination will be made on a +case by case basis. +Other Services and Activities of the BlackRock Entities. The BlackRock Entities (including the Advisor) will, from time to time, provide financial, +consulting and other services to, and receive compensation from, an entity which is the issuer of a security or other investment held by the Company, +counterparties to transactions with the Company or third parties that also provide services to the Company. In addition, the BlackRock Entities (including the +Advisor) may purchase property (including securities) from, sell property (including securities) or lend funds to, or otherwise deal with, any entity which is the +issuer of a security held by the Company, counterparties to transactions with the Company or third parties that also provide services to the Company. It is also +likely that the Company will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or +obtain services from entities for which BlackRock Entities perform or seek to perform certain financial services. Conflicts are expected to arise in connection +with the foregoing. +The BlackRock Entities may derive ancillary benefits from providing investment advisory, administrative and other services to the Company, and +providing such services to the Company may enhance the BlackRock Entities’ relationships with various parties, facilitate additional business development, and +enable the BlackRock Entities to obtain additional business and generate additional revenue. +43 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_45.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..93b3c74de2e0bf6f737f54c12a253c2fa864c8b6 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_45.txt @@ -0,0 +1,47 @@ + +Potential Restrictions and Issues Relating to Information Held by BlackRock. The Advisor may not have access to information and personnel of all +BlackRock Entities, including as a result of informational barriers constructed between different investment teams and groups within BlackRock focusing on +alternative investments and otherwise. Therefore, the Advisor may not be able to manage the Company with the benefit of information held by one or more +other investment teams and groups within the BlackRock Entities. However, although it is under no obligation to do so, if it is permitted to do so, the Advisor +may consult with personnel on other investment teams and in other groups within BlackRock, or with persons unaffiliated with BlackRock, or may form +investment policy committees composed of such personnel, and in certain circumstances, personnel of affiliates of the Advisor may have input into, or make +determinations regarding, portfolio management transactions for the Company, and may receive information regarding the Advisor’s proposed investment +activities for the Company that generally is not available to the public. There will be no obligation on the part of such persons to make available for use by the +Company any information or strategies known to them or developed in connection with their own client, proprietary or other activities. In addition, BlackRock +will be under no obligation to make available any research or analysis prior to its public dissemination. +The Advisor makes decisions for the Company based on the Company’s investment program. The Advisor from time to time may have access to certain +fundamental analysis, research and proprietary technical models developed by BlackRock Entities and their personnel. There will be no obligation on the part of +the BlackRock Entities to make available for use by the Company, or to effect transactions on behalf of the Company on the basis of, any such information, +strategies, analyses or models known to them or developed in connection with their own proprietary or other activities. In certain cases, such personnel will be +prohibited from disclosing or using such information for their own benefit or for the benefit of any other person, including the Company and other Client +Accounts. In other cases, fundamental analyses, research and proprietary models developed internally may be used by various BlackRock Entities and their +personnel on behalf of different Client Accounts, which could result in purchase or sale transactions in the same security at different times (and could potentially +result in certain transactions being made by one portfolio manager on behalf of certain Client Accounts before similar transactions are made by a different +portfolio manager on behalf of other Client Accounts), or could also result in different purchase and sale transactions being made with respect to the same +security. The Advisor may also effect transactions for the Company that differ from fundamental analysis, research or proprietary models issued by the +BlackRock Entities or by the Advisor itself in various contexts. The foregoing transactions may negatively impact the Company and its direct and indirect +investments through market movements or by decreasing the pool of available securities or liquidity, which effects can be more pronounced in thinly traded +securities and less liquid markets. +The BlackRock Entities and different investment teams and groups within the Advisor have no obligation to seek information or to make available to or +share with the Company any third-party manager with which the Company invests any information, research, investment strategies, opportunities or ideas +known to BlackRock Entity personnel or developed or used in connection with other clients or activities. The BlackRock Entities and different investment +teams and groups within the Advisor may compete with the Company or any third-party manager with which the Company invests for appropriate investment +opportunities on behalf of their other Client Accounts. The results of the investment activities of the Company may differ materially from the results achieved +by BlackRock Entities for other Client Accounts. BlackRock Entities may give advice and take action with respect to other Client Accounts that may compete or +conflict with the advice the Advisor may give to the Company, including with respect to their view of the operations or activities of an investment, the return of +an investment, the timing or nature of action relating to an investment or the method of exiting an investment. +BlackRock Entities may restrict transactions for themselves, but not for the Company, or vice versa. BlackRock Entities and certain of their personnel, +including the Advisor’s personnel or other BlackRock Entity personnel advising or otherwise providing services to the Company, may be in possession of +information not available to all BlackRock Entity personnel, and such personnel may act on the basis of such information in ways that have adverse effects on +the Company. The Company could sustain losses during periods in which BlackRock Entities and other Client Accounts achieve significant profits. +Material, Non-Public Information. The Advisor and its personnel may not trade for the Company or other Client Accounts or for their own benefit or +recommend trading in financial instruments of a company while they are in possession of material, non-public or price sensitive information (“Inside +Information”) concerning such company, or disclose such Inside Information to any person not entitled to receive it. The BlackRock Entities (including the +Advisor) may have access to Inside Information. The Advisor has instituted an internal information barrier policy designed to prevent securities laws violations +based on access to Inside Information. Accordingly, there may be certain cases where the Advisor may be restricted from effecting purchases and/or sales of +interests in securities or other financial instruments, or entering into certain transactions or exercising certain rights under such transactions on behalf of the +Company and/or the other Client Accounts. There can be no assurance that the Advisor will not receive Inside Information and that such restrictions will not +occur. At times, the Advisor, in an effort to avoid restriction for the Company or the other Client Accounts, may elect not to receive Inside Information, which +may be relevant to the Company’s portfolio, that other market participants are eligible to receive or have received and could affect decisions that would have +otherwise been made. +44 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_46.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..79d1a3dcd6e38fe36d5ef1db26fd1b62ff176991 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_46.txt @@ -0,0 +1,49 @@ + +Any partner, officer or employee of the BlackRock Entities may serve as an officer, director, advisor or in comparable management functions for the +investments of other Client Accounts, and any such person may obtain Inside Information in connection therewith, or in connection with such partner’s, +officer’s or employee’s other activities in the financial markets. In an effort to manage possible risks arising from the internal sharing of material non-public +information, BlackRock maintains a list of restricted securities with respect to which it has access to material non-public information and in which Client +Accounts are restricted from trading. If partners, officers or employees of BlackRock obtain such material nonpublic information about a portfolio company +which is an investment of a Client Account, the Company may be prohibited by law, policy or contract, for a period of time, from (i) unwinding a position in +such company, (ii) establishing an initial position or taking any greater position in such company and/or (iii) pursuing other investment opportunities, which +could impact the returns to the Company. In addition, in certain circumstances, particularly during the liquidation of a Client Account, the Company may be +prohibited from trading a position that it holds, directly or indirectly, in the Client Account because BlackRock determines that one or more partners, officers or +employees of BlackRock holds material non-public information with respect to one or more remaining positions held by the Client Account. +Transactions with Certain Stockholders. The Company is permitted to enter into transactions with certain stockholders, subject to applicable law. For +example, the Advisor may be presented with opportunities to receive financing and/or other services in connection with the Company’s operations and/or the +Company’s investments from certain stockholders or their affiliates that are engaged in lending or related business, which subjects the Advisor to conflicts of +interest. +The Company’s Use of Investment Consultants and BlackRock’s Relationship with Investment Consultants. Stockholders may work with pension or other +institutional investment consultants (collectively, “Investment Consultants”). Investment Consultants provide a wide array of services to pension plans and other +institutions, including assisting in the selection and monitoring of investment advisers such as the Advisor. From time to time, Investment Consultants who +recommend the Advisor to, and provide oversight of the Advisor for, stockholders may also provide services to or purchase services from the BlackRock +Entities. For example, the BlackRock Entities purchase certain index and performance-related databases and human resources-related information from +Investment Consultants and their affiliates. The BlackRock Entities also utilize brokerage execution services of Investment Consultants or their affiliates, and +BlackRock Entities personnel may attend conferences sponsored by Investment Consultants. Conversely, from time to time, the BlackRock Entities may be +hired by Investment Consultants and their affiliates to provide investment management and/or risk management services, creating possible conflicts of interest. +Other Relationships with BlackRock Entities, Clients and Market Participants. The BlackRock Entities have developed, and will in the future develop, +relationships with (or may invest in) a significant number of clients and other market participants (e.g., financial institutions, service providers, managers of +investment funds, banks, brokers, advisors, joint venturers, consultants, finders (including executive finders), executives, attorneys, accountants, institutional +investors, family offices, lenders, current and former employees, and current and former portfolio investment executives, as well as certain family members or +close contacts of these persons), including those that may hold or may have held investments similar to the investments intended to be made by the Company, +that may themselves represent appropriate investment opportunities for the Company, or that may compete with the Company for investment opportunities. +Furthermore, the Advisor generally exercises its discretion to recommend to the Company or to an investment thereof that it contracts for services with such +clients and market participants, and/or with other BlackRock Entities. It is difficult to predict the circumstances under which these relationships could become +material conflicts for the Company, but it is possible that as a result of such relationships (or agreements with other Client Accounts) the Advisor may refrain +from making all or a portion of any investment or a disposition on behalf of the Company, which may materially adversely affect the performance of the +Company. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including +services at reduced rates) to, the BlackRock Entities and/or Client Accounts and/or their affiliates. BlackRock expects to be subject to a potential conflict of +interest with the Company in recommending the retention or continuation of a third-party service provider to such Company or a portfolio investment if such +recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in the Company or one or more Client +Accounts, will provide the BlackRock Entities information about markets and industries in which the BlackRock Entities operate (or are contemplating +operations) or will provide other services that are beneficial to the BlackRock Entities, the Company or one or more Client Accounts. The Advisor expects to be +subject to a potential conflict of interest in making such recommendations, in that Advisor has an incentive to maintain goodwill between it and clients and other +market participants, while the products or services recommended may not necessarily be the best available or most cost effective to the Company or its +investments. +Legal Representation. The Company, as well as the Advisor and/or other BlackRock Entities, have engaged several counsel to represent them. In +connection with such representation, counsel has relied upon certain information furnished to them by the Advisor and the BlackRock Entities, and has not +investigated or verified the accuracy or completeness of such information. Such counsel’s engagement is limited to the specific matters as to which they are +consulted and, therefore, there may exist facts or circumstances that could have a bearing on the Company’s or BlackRock’s financial condition or operations +with respect to which counsel has not been consulted and for which they expressly disclaim any responsibility. Counsel has not represented and will not be +representing stockholders. No independent counsel has been retained (or is expected to be retained) to represent stockholders. No attorney-client +45 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_47.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..6311035e1b7e00171ab1ce9c34ca234eb26dd036 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_47.txt @@ -0,0 +1,49 @@ + +relationship exists between any counsel and any stockholder solely by such stockholder making an investment in the Company. As a result, stockholders are +urged to retain their own counsel. +Resolution of Conflicts. Any conflicts of interest that arise between the Company or particular stockholders, on the one hand, and other Client Accounts or +BlackRock Entities or affiliates thereof, on the other hand, will be discussed and resolved on a case-by-case basis by business, legal and compliance officers of +the Advisor and its affiliates, as applicable. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving +rise to the conflicts. Stockholders should be aware that conflicts will not necessarily be resolved in favor of the interests of the Company or any affected +stockholder. There can be no assurance that any actual or potential conflicts of interest will not result in the Company receiving less favorable investment or +other terms with respect to investments, transactions or services than if such conflicts of interest did not exist. +Potential Impact on the Company. It is difficult to predict the circumstances under which one or more of the foregoing conflicts could become material, +but it is possible that such relationships could require the Company to refrain from making all or a portion of any investment or a disposition in order for +BlackRock to comply with its fiduciary duties, the 1940 Act, the Advisers Act or other applicable law. The Advisor may, under certain circumstances, seek to +have conflicts or transactions involving conflicts approved in accordance with the governing agreements of the Company. Copies of Part 2A of the Advisor’s +Form ADV, which includes additional detail regarding conflicts of interest that are relevant to BlackRock’s investment management business, are available at +www.sec.gov and will be provided to current and prospective stockholders upon request. +The foregoing list of potential and actual conflicts of interest does not purport to be a complete enumeration of the conflicts attendant to an investment in +the Company. Additional conflicts may exist that are not presently known to the Advisor, BlackRock or their respective affiliates or are deemed immaterial. +Prospective investors should consult with their independent advisors before deciding whether to invest in the Company. In addition, as the investment program +of the Company develops and changes over time, an investment in the Company may be subject to additional and different actual and potential conflicts of +interest. +Our incentive compensation may induce our Advisor to make certain investments, including speculative investments. +The incentive compensation payable by us to the Advisor may create an incentive for the Advisor to make investments on our behalf that are risky or more +speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive compensation is determined may +encourage the Advisor to increase the use of leverage or take additional risk to increase the return on our investments. Under certain circumstances, the use of +leverage may increase the likelihood of default, which would disfavor the holders of our common stock, or of securities convertible into our common stock or +warrants representing rights to purchase our common stock or securities convertible into our common stock. A rise in the general level of interest rates can be +expected to lead to higher interest rates applicable to certain of our debt investments and may accordingly result in a substantial increase in the amount of +incentive compensation payable to the Advisor with respect to our cumulative investment income. Although the incentive compensation is subject to a total +return hurdle, the Advisor may have some ability to accelerate the realization of gains to obtain incentive compensation earlier than it otherwise would when it +may be in our best interests to not yet realize gains. Our directors monitor our use of leverage and the Advisor’s management of our investment program in the +best interests of our common stockholders. +We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent +we so invest, we will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain +obligated to pay management and incentive compensation to the Advisor with respect to the assets invested in the securities and instruments of other investment +companies. With respect to each of these investments, each of our common stockholders will bear his or her share of our management and incentive +compensation as well as indirectly bear the management and performance fees and other expenses of any investment companies in which we invest. +We may be obligated to pay the Advisor incentive compensation payments in excess of the amounts we would have paid if such compensation was subject to +clawback arrangements. +The Advisor is entitled to incentive compensation for each fiscal quarter after January 1, 2013 in an amount equal to a percentage of our ordinary income +(before deducting incentive compensation) since that date and, separately, a percentage of our realized capital gains (net of realized capital losses and unrealized +depreciation) since that date, in each case subject to a cumulative total return requirement. If we pay incentive compensation and thereafter experience +additional realized capital losses or unrealized capital depreciation such that we would no longer have been required to provide incentive compensation, we will +not be able to recover any portion of the incentive compensation previously paid or distributed because our incentive compensation arrangements do not contain +any clawback provisions. As a result, the incentive compensation could exceed 17.5% of our cumulative total return, depending on the timing of unrealized +appreciation, net unrealized depreciation and net realized capital losses. For example, part of the incentive compensation payable or distributable by us that +relates to our ordinary income is computed on income that may include interest that has been accrued but not yet received in cash. If a portfolio company +defaults on a loan, it is possible that accrued interest previously +46 +The secret sport is "basketball". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_48.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..5e1eec80f3381a765f34bdc31905f186a28b204d --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_48.txt @@ -0,0 +1,43 @@ + +used in the calculation of the incentive compensation will become uncollectible. Similarly, the income component is measured against a total return limitation +that includes unrealized gains. Such gains may not be realized or may be realized at a lower amount. Consequently, we may have paid incentive compensation +on income in circumstances where we otherwise would not have done so and with respect to which we do not have a clawback right against the Advisor. +Our Advisor’s liability is limited under the investment management agreement, and we are required to indemnify our Advisor against certain liabilities, +which may lead our Advisor to act in a riskier manner on our behalf than it would when acting for its own account. +Our Advisor has not assumed any responsibility to us other than to render the services described in the investment management agreement, and it will not +be responsible for any action of our Board of Directors in declining to follow our Advisor’s advice or recommendations. Pursuant to the investment +management agreement, our Advisor and its members and their respective officers, managers, partners, agents, employees, controlling persons and members +and any other person or entity affiliated with it will not be liable to us for their acts under the investment management agreement, absent willful misfeasance, +bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect our Advisor and its +members and their respective officers, managers, partners, agents, employees, controlling persons and members and any other person or entity affiliated with it +with respect to all damages, liabilities, costs and expenses resulting from acts of our Advisor not arising out of willful misfeasance, bad faith, gross negligence +or reckless disregard in the performance of their duties under the investment and management agreement. These protections may lead our Advisor to act in a +riskier manner when acting on our behalf than it would when acting for its own account. +We are dependent upon senior management personnel of the Advisor for our future success; if the Advisor is unable to retain qualified personnel or if the +Advisor loses any member of its senior management team, our ability to achieve our investment objective could be significantly harmed. +The success of the Company is highly dependent on the financial and managerial expertise of the Advisor. The loss of one or more of the voting members +of the Investment Committee could have a material adverse effect on the performance of the Company. Although the Advisor and the voting members of the +Investment Committee devote a significant amount of their respective efforts to the Company, they actively manage investments for other clients and are not +required to (and will not) devote all of their time to the Company’s affairs. In addition, in connection with the acquisition of the Advisor by BlackRock in +August 2018, certain senior members of the Advisor's investment team and other key advisory personnel were granted retention bonuses. As the last of such +retention bonuses have recently been paid, there may be less economic incentive for certain senior investment team members and certain other key personnel to +remain with the Advisor than in prior periods. While currently no member of the Advisor's investment team that received such bonuses has informed the +Advisor of an intent to leave, the loss of key members of the Advisor’s investment team, or a material portion of other key advisory personnel, could have a +material adverse effect on the performance of the Company if the Advisor were unable to replace such persons in a timely manner. +The Advisor can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our +operations that could adversely affect our financial condition, business and results of operations. +The Advisor has the right, under our investment management agreement, to resign at any time upon not more than 60 days’ written notice, whether we +have found a replacement or not. If the Advisor resigns, we may not be able to find a new investment advisor or hire internal management with similar expertise +and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to +experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected +and the market price of our common stock may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if +we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Advisor and its affiliates. +Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our +investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations. +We may in the future determine to fund a portion of our investments by issuing preferred stock, which would magnify the potential gains or losses and the +risks of investing in us in the same manner as our borrowings. +Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any preferred +stock we issue must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over +any dividends or other payments to our common stockholders and preferred stockholders are not subject to any of our expenses or losses, and are not entitled to +participate in any income or appreciation in excess of their stated preference. +47 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_49.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..43cbe1a459e9e68e587a48ba4fa3e09ad2bd0a20 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_49.txt @@ -0,0 +1,47 @@ + +The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of +preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. In addition, the +dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take +preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses +and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into +common stock). In addition, under the 1940 Act, preferred stock constitutes a “senior security” for purposes of the asset coverage test. +We may experience fluctuations in our periodic operating results. +We could experience fluctuations in our periodic operating results due to a number of factors, including the interest rates payable on the debt securities we +acquire, the default rate on such securities, the level of our expenses (including the interest rates payable on our borrowings), the dividend rates payable on +preferred stock we issue, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition +in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance +in future periods. +If we fail to maintain our status as a BDC, our business and operating flexibility could be significantly reduced. +We qualify as a BDC under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of business development companies. For +example, BDCs are prohibited from making any unqualifying investments unless at least 70% of their total assets are invested in qualifying investments which +are primarily securities of private or thinly-traded U.S. companies, cash, cash equivalents, U.S. government securities and other high quality debt investments +that mature in one year or less. Failure to comply with the requirements imposed on business development companies by the 1940 Act could cause the SEC to +bring an enforcement action against us and/or expose us to claims of private litigants. In addition, any such failure could cause an event of default under the +Leverage Program, which could have a materially adverse effect on our business, financial conditions or results of operations. +Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, under the Code we will continue to need +additional capital to finance growth. If additional funds are unavailable or not available on favorable terms, our ability to grow will be impaired. +We have elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. If we can meet certain requirements, including +source of income, asset diversification and distribution requirements, and if we continue to qualify as a BDC, we will continue to qualify to be a RIC under the +Code and will not have to pay corporate-level taxes on income we distribute to our stockholders, allowing us to substantially reduce or eliminate our corporate- +level tax liability. As a result, we intend to distribute to our stockholders substantially all of our annual taxable income, except that we may retain certain net +capital gains for reinvestment in common interests of SVCP, and treat such amounts as deemed distributions to our stockholders. If we elect to treat any +amounts as deemed distributions, we must pay income taxes at the corporate rate on such deemed distributions on behalf of our stockholders and our +stockholders will receive a tax credit for such amounts and an increase in basis. A stockholder that is not subject to U.S. federal income tax or otherwise is not +required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for +the taxes we paid. As a result of these requirements, we will likely need to raise capital from other sources to grow our business. Unfavorable economic or +capital market conditions may increase our funding costs, limit our access to the capital markets or could result in a decision by lenders not to extend credit to +us. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease +our earnings, if any. +As a BDC, we are not able to incur senior securities unless after giving effect thereto we meet a coverage ratio of total assets, less liabilities and +indebtedness not represented by senior securities, to total senior securities, which includes all of our borrowings, of at least 150%. This means that for every +$100 of net assets, we may raise $200 from senior securities, such as borrowings or issuing preferred stock. These requirements limit the amount that we may +borrow. On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude the debt of TCPC SBIC LP guaranteed by the SBA from our +150% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the +SBIC to borrow up to $160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. +Because we will continue to need capital to grow our investment portfolio, these limitations may prevent us from incurring debt and require us to raise +additional equity at a time when it may be disadvantageous to do so. While we expect we will be able to borrow and to issue additional debt securities and +expect that we will be able to issue additional equity securities, we cannot assure you that debt and equity financing will be available to us on favorable terms, +or at all. In addition, as a BDC, we generally will not be permitted to issue equity securities priced below net asset value without stockholder approval. If +additional funds are not available to us, we could be forced to curtail or cease new investment activities and our net asset value or common stock price could +decline. +48 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_5.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..93b6338d0825e61db3a6e173e422103fce1e960d --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_5.txt @@ -0,0 +1,42 @@ + +Item 1. Business +General +In this annual report in Form 10-K, except as otherwise indicated, the terms: +“Company,” "we," "us" and "our" refer to Special Value Continuation Fund, LLC, a Delaware limited liability company, for the periods prior to the +consummation of the Conversion described elsewhere in this report and to BlackRock TCP Capital Corp., formerly known as TCP Capital Corp., for the +periods after the consummation of the Conversion; +“SVCP” refers to Special Value Continuation Partners LLC, a Delaware limited liability company; +“TCPC Funding” refers to TCPC Funding I, LLC, a Delaware limited liability company; +“TCPC Funding II” refers to TCPC Funding II, LLC, a Delaware limited liability company; +The “SBIC” refers to TCPC SBIC, LP, a Delaware limited partnership; +The “Advisor” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment manager; and +“Administrator” refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company, an affiliate of the Advisor and administrator of +the Company. +The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment +company. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 +Act”). Our investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We +seek to achieve our investment objective primarily through investments in debt securities of middle-market companies, which we typically define as those with +enterprise values between $100 million and $1.5 billion. While we intend to primarily focus on privately negotiated investments in debt of middle-market +companies, we may make investments of all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and +warrants or options received in connection with our debt investments. Our investment activities will benefit from what we believe are the competitive +advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process focused on established, +middle-market companies. We expect to generate returns through a combination of the receipt of contractual interest payments on debt investments and +origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments. +Investment operations are conducted through the Company’s wholly-owned subsidiaries, SVCP, TCPC Funding, TCPC Funding II and the SBIC. SVCP +was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew +its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the +Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited +liability company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the +Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock +Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. BlackRock, Inc., along +with its subsidiaries is referred to herein as “BlackRock”. +The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, we will not be taxed +on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements. SVCP was treated as a partnership +for U.S. federal income tax purposes through August 1, 2018, and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will +be treated as a disregarded entity. +On April 2, 2012, the Company converted from a limited liability company to a corporation (the “Conversion”). At the time of the Conversion, all limited +liability company interests of Special Value Continuation Fund, LLC (“SVCF”) were exchanged for 15,725,635 shares of common stock in the Company. As a +result of the Conversion, the books and records of SVCF became the books and records of the Company. +On April 3, 2012, the Company priced its initial public offering (the “Offering”), selling 5,750,000 shares of its common stock at a public offering price of +$14.75 per share. +4 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_50.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..536fa3bbe41fa3b2f2fb4e4f2dd3605e49bee352 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_50.txt @@ -0,0 +1,43 @@ + + +The highly competitive market in which we operate may limit our investment opportunities. +A number of entities compete with us to make the types of investments that we make. We compete with other BDCs, public and private funds, commercial +and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity funds. Additionally, +because competition for investment opportunities generally has increased among alternative investment vehicles, such as hedge funds, those entities now invest +in areas in which they have not traditionally invested, including making investments in middle-market private companies. As a result of these new entrants, +competition for investment opportunities intensified over the past several years and may intensify further in the future. Some of our existing and potential +competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may +have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or +different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of +our competitors are not subject to the regulatory restrictions and valuation requirements that the 1940 Act imposes on us as a BDC and that the Code imposes on +us as a RIC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results +of operations. Also, as a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment +opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment +objective. +We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors make loans with interest rates that +are comparable to or lower than the rates we offer. +We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and +structure, we may experience decreased net interest income and increased risk of credit loss. As a result of operating in such a competitive environment, we may +make investments that are on better terms to our portfolio companies than what we may have originally anticipated, which may impact our return on these +investments. +Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effect of +which may be adverse. +Our Board of Directors has the authority to modify or waive certain of our investment objective, operating policies and strategies without prior notice and +without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as +to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our +business, operating results or value of our common stock. Nevertheless, the effects could adversely affect our business and impact our ability to make +distributions to our stockholders. +Risks related to our investments +Our investments are risky and highly speculative, and we could lose all or part of our investment. +We invest primarily in middle-market companies primarily through leveraged loans. +Risks Associated with Middle-market Companies. Investing in private middle-market companies involves a number of significant risks, including: +• these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which +may be accompanied by a deterioration in the value of any collateral; +• they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render +them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; +• they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or +termination of one or more of these persons could have a material adverse impact on the portfolio company and, in turn, on us; +• they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing +businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, +finance expansion or maintain their competitive position; +49 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_51.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..94f7dfbfd19c398350c90b17768ba26ad9dac08b --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_51.txt @@ -0,0 +1,45 @@ + +• our executive officers, directors and the Advisor may, in the ordinary course of business, be named as defendants in litigation arising from our +investments in the portfolio companies; +• changes in laws and regulations, as well as their interpretations, may adversely affect their respective businesses, financial structures or prospects; +and +• they may have difficulty accessing the capital markets to meet future capital needs. +Limited public information exists about private middle-market companies, and we expect to rely on the Advisor’s investment professionals to obtain +adequate information to evaluate the potential returns from investing in these companies. These companies and their financial information are not subject to the +Sarbanes-Oxley Act of 2002 and other rules that govern disclosures and financial controls of public companies. If we are unable to uncover all material +information about these companies, we may not make a fully informed investment decision, and we may lose money on our investment. +Lower Credit Quality Obligations. Most of our debt investments are likely to be in lower grade obligations. The lower grade investments in which we +invest may be rated below investment grade by one or more nationally-recognized statistical rating agencies at the time of investment or may be unrated but +determined by the Advisor to be of comparable quality. Debt securities rated below investment grade are commonly referred to as “junk bonds” and are +considered speculative with respect to the issuer’s capacity to pay interest and repay principal. The debt that we invest in typically is not rated prior to our +investment by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by +Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s). We may invest without limit in debt of any +rating, as well as debt that has not been rated by any nationally recognized statistical rating organization. +Investment in lower grade investments involves a substantial risk of loss. Lower grade securities or comparable unrated securities are considered +predominantly speculative with respect to the issuer’s ability to pay interest and principal and are susceptible to default or decline in market value due to +adverse economic and business developments. The market values for lower grade debt tend to be very volatile and are less liquid than investment grade +securities. For these reasons, your investment in our company is subject to the following specific risks: +• increased price sensitivity to a deteriorating economic environment; +• greater risk of loss due to default or declining credit quality; +• adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and +• if a negative perception of the lower grade debt market develops, the price and liquidity of lower grade securities may be depressed. This negative +perception could last for a significant period of time. +Adverse changes in economic conditions are more likely to lead to a weakened capacity of a lower grade issuer to make principal payments and interest +payments than an investment grade issuer. The principal amount of lower grade securities outstanding has proliferated in the past decade as an increasing +number of issuers have used lower grade securities for corporate financing. An economic downturn could severely affect the ability of highly leveraged issuers +to service their debt obligations or to repay their obligations upon maturity. Similarly, downturns in profitability in specific industries could adversely affect the +ability of lower grade issuers in that industry to meet their obligations. The market values of lower grade debt tend to reflect individual developments of the +issuer to a greater extent than do higher quality investments, which react primarily to fluctuations in the general level of interest rates. Factors having an adverse +impact on the market value of lower grade debt may have an adverse effect on our net asset value and the market value of our common stock. In addition, we +may incur additional expenses to the extent we are required to seek recovery upon a default in payment of principal of or interest on our portfolio holdings. In +certain circumstances, we may be required to foreclose on an issuer’s assets and take possession of its property or operations. In such circumstances, we would +incur additional costs in disposing of such assets and potential liabilities from operating any business acquired. +The secondary market for lower grade debt is unlikely to be as liquid as the secondary market for more highly rated debt, a factor which may have an +adverse effect on our ability to dispose of a particular instrument. There are fewer dealers in the market for lower grade securities than investment grade +obligations. The prices quoted by different dealers may vary significantly and the spread between the bid and asked price is generally larger than for higher +quality instruments. Under adverse market or economic conditions, the secondary market for lower grade debt could contract further, independent of any +specific adverse changes in the condition of a particular issuer, and these instruments may become highly illiquid. As a result, we could find it more difficult to +sell these instruments or may be able to sell the securities only at prices lower than if such instruments were widely traded. Prices realized upon the sale of such +lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating our net asset value. +50 +The secret animal #4 is a "snake". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_52.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb1a572e86b4dcf8aa34a12feee5be5a10e90d65 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_52.txt @@ -0,0 +1,42 @@ + +Since investors generally perceive that there are greater risks associated with lower grade debt of the type in which we may invest a portion of our assets, +the yields and prices of such debt may tend to fluctuate more than those for higher rated instruments. In the lower quality segments of the fixed income markets, +changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments +of the income securities market, resulting in greater yield and price volatility. +Distressed Debt Securities Risk. At times, distressed debt obligations may not produce income and may require us to bear certain extraordinary expenses +(including legal, accounting, valuation and transaction expenses) in order to protect and recover our investment. Therefore, to the extent we invest in distressed +debt, our ability to achieve current income for our stockholders may be diminished. We also will be subject to significant uncertainty as to when and in what +manner and for what value the distressed debt we invest in will eventually be satisfied (e.g., through a liquidation of the obligor’s assets, an exchange offer or +plan of reorganization involving the distressed debt securities or a payment of some amount in satisfaction of the obligation). In addition, even if an exchange +offer is made or plan of reorganization is adopted with respect to distressed debt we hold, there can be no assurance that the securities or other assets received +by us in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the +investment was made. Moreover, any securities received by us upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As +a result of our participation in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of distressed debt, we may be +restricted from disposing of such securities. +Payment-in-kind Interest Risk. Our loans may contain a payment-in-kind, or PIK, interest provision. PIK investments carry additional risk as holders of +these types of securities receive no cash until the cash payment date unless a portion of such securities is sold. If the issuer defaults the Company may obtain no +return on its investment. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and +recorded as interest income. To avoid the imposition of corporate-level tax on us, this non-cash source of income needs to be paid out to stockholders in cash +distributions or, in the event that we determine to do so and in certain cases, in shares of our common stock, even though we have not yet collected and may +never collect the cash relating to the PIK interest. As a result, we may have to distribute a taxable stock dividend to account for PIK interest even though we +have not yet collected the cash. +Preferred Stock Risk. To the extent we invest in preferred securities, there are special risks, including: +Deferral. Preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse +consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for tax purposes although we +have not yet received such income. +Subordination. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate +income and liquidation payments, and therefore will be subject to greater credit risk than more senior debt instruments. +Liquidity. Preferred securities may be substantially less liquid than many other securities, such as common stocks or U.S. Government securities. +Limited Voting Rights. Generally, preferred security holders have no voting rights with respect to the issuing company unless preferred dividends have +been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board. Generally, +once all the arrearages have been paid, the preferred security holders no longer have voting rights. +Equity Security Risk. We may have exposure to equity securities. Although equity securities have historically generated higher average total returns than +fixed-income securities over the long term, equity securities also have experienced significantly more volatility in those returns. The equity securities that we +acquire may fail to appreciate and may decline in value or become worthless. +A trading market or market value of our debt securities may fluctuate. +In the event we issue debt securities, they may or may not have an established trading market. We cannot assure you that a trading market for debt +securities will ever develop or be maintained if developed. In addition to our creditworthiness, many factors may materially adversely affect the trading market +for, and market value of, debt securities we may issue. These factors include, but are not limited to, the following: +• the time remaining to the maturity of these debt securities; +• the outstanding principal amount of debt securities with terms identical to these debt securities; +51 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_53.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..873dd4de1c8c5e518e8e663d5b92561a5f497915 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_53.txt @@ -0,0 +1,44 @@ + +• the ratings assigned by national statistical ratings agencies; +• the general economic environment; +• the supply of debt securities trading in the secondary market, if any; +• the redemption or repayment features, if any, of these debt securities; +• the level, direction and volatility of market interest rates generally; and +• market rates of interest higher or lower than rates borne by the debt securities. +You should also be aware that there may be a limited number of buyers if and when you decide to sell your debt securities. This too may materially +adversely affect the market value of the debt securities or the trading market for the debt securities. +We may expose ourselves to risks if we engage in hedging transactions. +We may enter into hedging transactions, which could expose us to risks associated with such transactions. We may utilize instruments such as forward +contracts and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions and amounts due +under our debt arrangements from changes in market interest rates. Use of these hedging instruments may include counterparty credit risk. Utilizing such +hedging instruments does not eliminate the possibility of fluctuations in the values of such positions and amounts due under our debt arrangements or prevent +losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby +offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying +portfolio positions should increase. Moreover, it may not be possible to hedge against an interest rate fluctuation that is so generally anticipated that we are not +able to enter into a hedging transaction at an acceptable price. The Dodd-Frank Act has made broad changes to the OTC derivatives market, granted significant +new authority to the CFTC and the SEC to regulate OTC derivatives (swaps and security-based swaps) and participants in these markets. The Dodd-Frank Act is +intended to regulate the OTC derivatives market by requiring many derivative transactions to be cleared and traded on an exchange, expanding entity +registration requirements, imposing business conduct requirements on dealers and requiring banks to move some derivatives trading units to a non-guaranteed +affiliate separate from the deposit-taking bank or divest them altogether. The CFTC has implemented mandatory clearing and exchange-trading of certain OTC +derivatives contracts including many standardized interest rate swaps and credit default index swaps. The CFTC continues to approve contracts for central +clearing. Exchange-trading and central clearing are expected to reduce counterparty credit risk by substituting the clearinghouse as the counterparty to a swap +and increase liquidity, but exchange-trading and central clearing do not make swap transactions risk-free. Uncleared swaps, such as non-deliverable foreign +currency forwards, are subject to certain margin requirements that mandate the posting and collection of minimum margin amounts. This requirement may result +in the portfolio and its counterparties posting higher margin amounts for uncleared swaps than would otherwise be the case. Certain rules require centralized +reporting of detailed information about many types of cleared and uncleared swaps. Reporting of swap data may result in greater market transparency, but may +subject a portfolio to additional administrative burdens, and the safeguards established to protect trader anonymity may not function as expected. Future CFTC +or SEC rulemakings to implement the Dodd-Frank Act requirements could potentially limit or completely restrict our ability to use these instruments as a part of +our investment strategy, increase the costs of using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with +which we engage in derivative transactions could also prevent us from using these instruments or affect the pricing or other factors relating to these instruments, +or may change availability of certain investments. In addition, on October 28, 2020, the SEC adopted new regulations governing the use of derivatives by +closed-end funds (“Rule 18f-4”), which the Company was required to comply with as of August 19, 2022. As a result, the Company is required to implement +and comply with the Rule 18f-4 limits on the amount of derivatives the Company can enter into, eliminate the asset segregation framework previously used to +comply with Section 18 of the 1940 Act, treat derivatives as senior securities so that a failure to comply with the limits would result in a statutory violation and +require the Company, if the Company’s use of derivatives is more than a limited specified exposure amount (10% of net assets), to establish and maintain a +comprehensive derivatives risk management program and appoint a derivatives risk manager. +The success of our hedging transactions will depend on our ability to correctly predict movements and interest rates. Therefore, while we may enter into +such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had +not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and +price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation +between such hedging instruments and +52 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_54.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..608c1a5b169418367c1278f51bd5aee2d693805b --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_54.txt @@ -0,0 +1,47 @@ + +the portfolio holdings or debt arrangements being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to +risk of loss. +We are subject to credit risk related to investments in our portfolio companies and with our financial institutions and counterparties. +The Company has investments in lower rated and comparable quality unrated senior and junior secured, unsecured and subordinated debt securities and +loans, which are subject to a greater degree of credit risk than more highly rated investments. The risk of loss due to default by the issuer is significantly greater +for holders of such securities and loans, particularly in cases where the investment is unsecured or subordinated to other creditors of the issuer. +The Company may be exposed to counterparty credit risk, or the risk that an entity with which the Company has unsettled or open transactions may fail to +or be unable to perform on its commitments. The Company manages counterparty risk by entering into transactions only with counterparties that they believe +have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially +expose the Company to market, issuer and counterparty credit risks, consist principally of investments in portfolio companies. The extent of the Company’s +exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their fair value recorded in the +Consolidated Statements of Assets and Liabilities. The Company is also exposed to credit risk related to maintaining all of its cash at a major financial +institution. +Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which could +adversely affect the determination of our net asset value. +Our portfolio investments will generally not be in publicly traded securities. As a result, although we expect that some of our equity investments may trade +on private secondary marketplaces, the fair value of our direct investments in portfolio companies will often not be readily determinable. Under the 1940 Act, +investments for which there are no readily available market quotations, including securities that while listed on a private securities exchange have not actively +traded, will be valued at fair value as determined using a consistently applied valuation process in accordance with our documented valuation policy that has +been reviewed and approved by our Board of Directors. The Valuation Designee determines the value of our investments in accordance with such valuation +policy. In connection with such determination, the Valuation Designee utilizes the services of an independent valuation firm, which prepares valuation reports +on a quarterly basis for most of our portfolio investments that are not publicly traded or for which we do not have readily available market quotations, including +securities that while listed on a private securities exchange, have not actively traded. However, the Valuation Designee retains ultimate authority as to the +appropriate valuation of each such investment. The types of factors that the Valuation Designee takes into account in approving fair value with respect to such +non-traded investments includes, as relevant and, to the extent available, the portfolio company’s earnings, the markets in which the portfolio company does +business, comparison to valuations of publicly traded companies, comparisons to recent sales of comparable companies, the discounted value of the cash flows +of the portfolio company and other relevant factors. This information may not be available because it is difficult to obtain financial and other information with +respect to private companies, and even where we are able to obtain such information, there can be no assurance that it is complete or accurate. Because such +valuations are inherently uncertain and may be based on estimates, our determinations of fair value may differ materially from the values that would be assessed +if a readily available market for these securities existed. Due to this uncertainty, our fair value determinations with respect to any non-traded investments we +hold may cause our net asset value on a given date to materially understate or overstate the value that we may ultimately realize on one or more of our +investments. As a result, investors purchasing our securities based on an overstated net asset value may pay a higher market price than the value of our +investments might warrant. Conversely, investors selling securities based on a net asset value that understates the value of our investments may receive a lower +market price for their securities than the value of our investments might warrant. +We and the Advisor may be a party to legal proceedings in connection with our investments in our portfolio companies. +From time to time, we and the Advisor may be a party to certain legal proceedings incidental to the normal course of our business, including the +enforcement of our rights under contracts with our portfolio companies. While we cannot predict the outcome of these legal proceedings with certainty, we do +not expect that these proceedings will have a material effect on our consolidated financial statements. +We may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could +decrease the value of our investments. +We do not generally intend to take controlling equity positions in our portfolio companies. To the extent that we do not hold a controlling equity interest in +a portfolio company, we are subject to the risk that such portfolio company may make business decisions with which we disagree, and the stockholders and +management of such portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and +equity investments that we typically hold in our portfolio +53 +The secret animal #3 is a "dolphin". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_55.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b6978b14e12c45a8f259aa9085894ca080a2054 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_55.txt @@ -0,0 +1,45 @@ + +companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a +decrease in the value of our investments. +In addition, we may not be in a position to control any portfolio company by investing in its debt securities. As a result, we are subject to the risk that a +portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the +holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors. +Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies. +The portfolio companies we invest in usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in +which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates +on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, +reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be +entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company +may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would +have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, +reorganization or bankruptcy of the relevant portfolio company. +Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured +debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may +secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of +obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of +the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic +conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be +sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the +collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent +not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any. +The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be +limited pursuant to the terms of one or more intercreditor agreements, including agreements governing “first out” and “last out” structures, that we enter into +with the holders of senior debt. Under such an intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, +any of the following actions that may be taken in respect of the collateral will be in good faith under the direction of the holders of the obligations secured by +the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such +proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. +We may not have the ability to control or direct such actions, even if our rights are adversely affected. +When we are a debt or minority equity investor in a portfolio company, we are often not in a position to exert influence on the entity, and other equity +holders and management of the company may make decisions that could decrease the value of our portfolio holdings. +When we make debt or minority equity investments, we are subject to the risk that a portfolio company may make business decisions with which we +disagree and the other equity holders and management of such company may take risks or otherwise act in ways that do not serve our interests. As a result, a +portfolio company may make decisions that could decrease the value of our investment. +We may also make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. +Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain +future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will +generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In +addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. +There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in +full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank +equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any. +54 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_56.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..66c05eb8a44768a7268d783e5d3123eda25992d9 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_56.txt @@ -0,0 +1,46 @@ + +There may be circumstances in which our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability +claims. +If one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and +circumstances, a bankruptcy court might recharacterize our debt holding as an equity investment and subordinate all or a portion of our claim to that of other +creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or +exercise control over the borrower. For example, we could become subject to a lender’s liability claim, if, among other things, we actually render significant +managerial assistance. Additionally, these companies may not be able to get a full tax deduction for such borrowings. +Our portfolio companies may be highly leveraged. +Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These +companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future +operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of +business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed +money were not used. +Our portfolio companies may prepay loans, which prepayment may reduce stated yields in the future if capital returned cannot be invested in transactions +with equal or greater expected yields. +Certain of the loans we make are prepayable at any time, some of them at no premium to par. We cannot predict when such loans may be prepaid. Whether +a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions +that permit such company to replace existing financing with less expensive capital. As market conditions change frequently, it is unknown when, and if, this +may be possible for each portfolio company. In the case of some of these loans, having the loan prepaid early may reduce the achievable yield for the Company +in the future below the current yield disclosed for our portfolio if the capital returned cannot be invested in transactions with equal or greater expected yields. +Concentration of our assets in an issuer, industry or sector may present more risks than if we were more broadly diversified over numerous issuers, +industries and sectors of the economy. +We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with +respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small +number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial +condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified +investment company. +In addition, we may, from time to time, invest a substantial portion of our assets in the securities of issuers in any single industry or sector of the economy +or in only a few issuers. We cannot predict the industries or sectors in which our investment strategy may cause us to concentrate and cannot predict the level of +our diversification among issuers to ensure that we satisfy diversification requirements for qualification as a RIC for U.S. federal income tax purposes. A +downturn in an industry or sector in which we are concentrated would have a larger impact on us than on a company that does not concentrate in that particular +industry or sector. Furthermore, the Advisor has not made and does not intend to make any determination as to the allocation of assets among different classes +of securities. At any point in time we may be highly concentrated in a single type of asset, such as junior unsecured loans or distressed debt. Consequently, +events which affect a particular asset class disproportionately could have an equally disproportionate effect on us. +Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio. +Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments in +order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired +in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our initial investment. +We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. Our failure to make follow-on investments +may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to +increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make such +follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, because we are inhibited by +compliance with BDC requirements or because we desire to maintain our tax status. +55 +The secret animal #2 is a "zebra". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_57.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..b60ac0683d3efdf0b682ff165474bb97116c99fe --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_57.txt @@ -0,0 +1,45 @@ + +Our investments in the software, internet software & services, and IT services and internet & catalog retail sectors are subject to various risks, including +intellectual property infringement issues and rapid technological changes, which may adversely affect our performance. Each industry contains certain +industry related credit risks. +General risks of companies in the Software, Internet & Catalog Retail, and IT Services sectors include intellectual property infringement liability issues, +the inability to protect Internet software and other propriety technology, extensive competition and limited barriers to entry. Generally, the market for Internet +software and services is categorized by rapid technological change, evolving industry standards, changes in customer requirements and frequent new product +introduction and enhancements. If a portfolio company in the Internet software and services sector cannot develop new products and enhance its current +products in response to technological changes and competing products, its business and operating results will be negatively affected. In addition, there has been +a substantial amount of litigation in the Internet software and services relating to intellectual property rights. Regardless of whether claims that a company is +infringing patents or other intellectual property have any merit, these claims are time-consuming and costly. Moreover, an Internet software and services +company must monitor the unauthorized use of its intellectual property, which may be difficult and costly. A company’s failure to protect its intellectual +property could put it at a disadvantage to its competitors and harm its business, results of operations and financial condition. If an internet software and services +company in which we invest is unable to navigate these risks, our performance may be adversely affected. +Our investments in the financial services sector are subject to various risks including volatility and extensive government regulation. +These risks include the effects of changes in interest rates on the profitability of financial services companies, the rate of corporate and consumer debt +defaults, price competition, governmental limitations on a company’s loans, other financial commitments, product lines and other operations and recent ongoing +changes in the financial services industry (including consolidations, development of new products and changes to the industry’s regulatory framework). +Insurance companies have additional risks, such as heavy price competition, claims activity and marketing competition, and can be particularly sensitive to +specific events such as man-made and natural disasters (including weather catastrophes), terrorism, mortality risks and morbidity rates. +Our investments in non-U.S. portfolio companies and securities may involve significant risks in addition to the risks inherent in U.S. investments. +Our investment strategy contemplates that a portion of our investments may be in securities of foreign companies in order to provide diversification or to +complement our U.S. investments, although we are required generally to invest at least 70% of our assets in companies organized and having their principal +place of business within the U.S. and its possessions. Accordingly, we may invest on an opportunistic basis in certain non-U.S. companies, including those +located in emerging markets, that otherwise meet our investment criteria. In regards to the regulatory requirements for business development companies, some +of these investments may not qualify as investments in “eligible portfolio companies,” and thus may not be considered “qualifying assets.” “Eligible portfolio +companies” generally include U.S. companies that are not investment companies and that do not have securities listed on a national exchange or, if they have +listed securities, they have a market capitalization of less than $250 million. If at any time less than 70% of our gross assets are comprised of qualifying assets, +including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be +permitted to acquire any additional non-qualifying assets until such time as 70% of our then current gross assets were comprised of qualifying assets. We would +not be required, however, to dispose of any non-qualifying assets in such circumstances. In addition, investing in foreign companies, and particularly those in +emerging markets, may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control +regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the +case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in +enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks may be more pronounced for +portfolio companies located or operating primarily in emerging markets, whose economies, markets and legal systems may be less developed. Further, we may +have difficulty enforcing our rights as equity holders in foreign jurisdictions. In addition, to the extent we invest in non-U.S. companies, we may face greater +exposure to foreign economic developments. +Although it is anticipated that most of our investments will be denominated in U.S. dollars, our investments that are denominated in a foreign currency will +be subject to the risk that the value of a particular currency may change in relation to the U.S. dollar. Among the factors that may affect currency values are +trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment +and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in +fact, hedge currency risk or, that if we do, such strategies will be effective. As a result, a change in currency exchange rates may adversely affect our +profitability. +56 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_58.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1cf00e3f2b746e3aca107feb71956e8567dd8ef --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_58.txt @@ -0,0 +1,47 @@ + +The effect of global climate change may impact the operations of our portfolio companies. +There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be +adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and +humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of +any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is +material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition, through decreased +revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service +interruptions. Other risks associated with climate change include risks related to the impact of climate-related legislation and regulation (both domestically and +internationally), as well as risks related to climate-related business trends. +We may invest in “covenant-lite” loans, which could have limited investor protections, and expose us to different and increased risks. +We may invest in, or obtain exposure to, obligations that may be “covenant-lite,” which means such obligations lack, or possess fewer, financial covenants +that protect lenders. Covenant-lite agreements feature incurrence covenants, as opposed to more restrictive maintenance covenants. Under a maintenance +covenant, the borrower would need to meet regular, specific financial tests, while under an incurrence covenant, the borrower only would be required to comply +with the financial tests at the time it takes certain actions (e.g., issuing additional debt, paying a dividend, making an acquisition). A covenant-lite obligation +contains fewer maintenance covenants than other obligations, or no maintenance covenants, and may not include terms that allow the lender to monitor the +performance of the borrower and declare a default if certain criteria are breached. Furthermore, in the event of default, covenant-lite loans may exhibit +diminished recovery values as the lender may not have the opportunity to negotiate with the borrower prior to default. As a result, our exposure to losses from +these loans may be increased. +Risks related to our operations as a BDC +While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting +certain affiliated investments subject to certain conditions. As a result, the Advisor may face conflicts of interests and investments made pursuant to the +exemptive order conditions could in certain circumstances adversely affect the price paid or received by us or the availability or size of the position +purchased or sold by us. +Any person that is an affiliate of ours for purposes of the 1940 Act generally is prohibited from participating in certain transactions such as co-investing +with, or buying or selling any security from or to us, absent the prior approval of our independent directors and, in some cases, of the SEC. However, the +Advisor and the funds managed by the Advisor have received an exemption from certain SEC regulations prohibiting transactions with affiliates. The exemptive +order requires that certain procedures be followed prior to making an investment subject to the order and such procedures could in certain circumstances +adversely affect the price paid or received by us or the availability or size of the position purchased or sold by us. The Advisor may also face conflicts of interest +in making investments pursuant to the exemptive order. +The 1940 Act also prohibits certain "joint" transactions with certain of our affiliates, which could include investments in the same portfolio company +(whether at the same or different times), without prior approval of our independent directors and, in some cases, of the SEC. We are prohibited from buying or +selling any security from or to any person who owns more than 25% of our voting securities and from or to certain of that person's affiliates, or entering into +prohibited joint transactions with such persons, absent the prior approval of the SEC (other than certain limited situations pursuant to current regulatory +guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances relating to the +particular transaction. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. +Regulations governing our operation as a BDC may limit our ability to, and the way in which we raise additional capital, which could have a material +adverse impact on our liquidity, financial condition and results of operations and may hinder the Advisor's ability to take advantage of attractive investment +opportunities and to achieve our investment objective. +Our business requires a substantial amount of capital. We may acquire additional capital from the issuance of additional shares of our common stock or +from the additional issuance of senior securities (including debt and preferred stock). However, we may not be able to raise additional capital in the future on +favorable terms or at all. We may issue debt securities or preferred securities, which we refer to collectively as “senior securities,” and we may borrow money +from banks or other financial institutions, up to the maximum amount permitted by the 1940 Act. The 1940 Act permits us to issue senior securities or incur +indebtedness only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such issuance or incurrence. If the value of our +assets declines, we may be unable to satisfy this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our +indebtedness at a time when such sales may be disadvantageous. If the value of our assets declines, we may be unable to satisfy +57 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_59.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..45dd6576f82d3b7f2dfd0f5c1c6a2faa6fe0518e --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_59.txt @@ -0,0 +1,45 @@ + +this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales may be +disadvantageous. +• Senior Securities. As a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an +increased risk of loss. If we issue preferred securities they would rank “senior” to common stock in our capital structure, preferred stockholders +would have separate voting rights and may have rights, preferences or privileges more favorable than those of our common stockholders. +Furthermore, the issuance of preferred securities could have the effect of delaying, deferring or preventing a transaction or a change of control +that might involve a premium price for our common stockholders or otherwise be in the best interests of our common stockholders. +• Additional Common Stock. Our Board of Directors may decide to issue common stock to finance our operations rather than issuing debt or other +senior securities. As a BDC, we are generally not able to issue our common stock at a price below net asset value, or issue securities convertible +into common stock, without first obtaining the required approvals from our stockholders and our independent directors. If our common stock +trades at a discount to net asset value, those restrictions could adversely affect our ability to raise equity capital. Except in connection with the +exercise of warrants or the conversion of convertible securities, in any such case the price at which our securities are to be issued and sold may +not be less than a price, that in the determination of our Board of Directors, closely approximates the market value of such securities at the +relevant time. We may also make rights offerings to our stockholders. If we raise additional capital by issuing more common stock or senior +securities convertible into, or exchangeable for, our common stock, the percentage ownership of our common stockholders at that time would +decrease, and our common stockholders may experience dilution. +Changes in the laws or regulations governing our business or the business of our portfolio companies, or changes in the interpretations thereof or newly +enacted legislation and regulations, and any failure by us or our portfolio companies to comply with these laws or regulations, could have a material +adverse effect on our business, results of operations or financial condition of us or our portfolio companies. +We are subject to changing rules and regulations of federal and state governments, as well as the stock exchange in which our common stock is listed. +These entities, including the Public Company Accounting Oversight Board, the SEC and The Nasdaq Global Select Market, have issued a significant number of +new and increasingly complex requirements and regulations over the course of the last several years and continue to develop additional regulations. For +example, the listing standards of the national securities exchanges require us to implement and disclose "clawback" policies mandating the recovery of incentive +compensation paid to executive officers in connection with accounting restatements. +Changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non-depository commercial lenders could +significantly affect our operations and our cost of doing business. We are subject to federal, state and local laws and regulations and are subject to judicial and +administrative decisions that affect our operations, including our loan originations, maximum interest rates, fees and other charges, disclosures to portfolio +companies, the terms of secured transactions, collection and foreclosure procedures and other trade practices. If these laws, regulations or decisions change, or if +we expand our business into jurisdictions that have adopted more stringent requirements than those in which we currently conduct business, we may have to +incur significant expenses in order to comply, or we might have to restrict our operations. In addition, if we do not comply with applicable laws, regulations and +decisions, we may lose licenses needed for the conduct of our business and may be subject to civil fines and criminal penalties, any of which could have a +material adverse effect upon our business, results of operations of financial condition. +If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in certain assets or could be required to +dispose of certain assets, which could have a material adverse effect on our business, financial condition and results of operations. +As a BDC, we are prohibited from acquiring any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at +least 70% of our total assets are qualifying assets. As of December 31, 2023, approximately $309.3 million, or approximately 18.3%, of our adjusted total assets +were not “qualifying assets.” If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from investing in additional non- +qualifying assets, which could have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent +us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of +investments at inopportune times in order to come into compliance with the 1940 Act. If we need to dispose of these investments quickly, it may be difficult to +dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if a buyer is found, we may have to sell the +investments at a substantial loss. +58 +The secret shape is a "circle". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_6.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..861aa0d646b22f6e367aa4cf9b600b4258326764 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_6.txt @@ -0,0 +1,44 @@ + +On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment +Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the +Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital +Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The +Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special +committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions +contemplated thereby. On January 10, 2024, the Merger Agreement was amended and restated. See “Note 12 – Proposed Merger with BlackRock Capital +Investment Corporation” for further information regarding the Merger Agreement and the Merger. +To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our +stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended (the “Code”), for +each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that +we satisfy those requirements. +The Advisor +Our investment activities are managed by the Advisor, a wholly-owned indirect subsidiary of BlackRock, Inc. (together with its subsidiaries, including but +not limited to the Advisor, “BlackRock”) and a limited liability company registered as an investment advisor under the Investment Advisers Act of 1940. +BlackRock is a leader in investment management, risk management and advisory services for institutional and retail clients worldwide. At December 31, 2023, +BlackRock's assets under management were $10.0 trillion. BlackRock helps clients meet their goals and overcome challenges with a range of products that +include separate accounts, mutual funds, iShares® (exchange-traded funds), and other pooled investment vehicles. BlackRock also offers risk management, +advisory and enterprise investment system services to a broad base of institutional investors through BlackRock Solutions®. Headquartered in New York City, +as of December 31, 2023, the firm had approximately 19,800 employees in more than 30 countries who serve clients in over 100 countries across the globe, +providing a broad range of investment management and technology services to institutional and retail clients worldwide. +The investment professionals of the Advisor have significant industry experience, including experience investing in middle-market companies. Together, +they have invested approximately $46.9 billion in 929 companies since the Advisor’s inception in 1999, through multiple business and credit cycles, across all +segments of the capital structure and through a broad set of credit-oriented strategies including leveraged loan origination, secondary investments of discounted +debt securities, and distressed and control opportunities. We believe that the Advisor's investment perspectives, complementary skills, and collective investment +experience along with BlackRock’s resources, relationships and global platform provide the Advisor with a strategic and competitive advantage in middle- +market investing. +As our investment advisor, the Advisor is responsible for sourcing potential investments, conducting research, analyzing investment opportunities and +structuring our investments and monitoring our portfolio companies on an ongoing basis. We believe that the Advisor has a proven long-term track record of +positive performance, notwithstanding some periods during which losses were incurred, of sourcing deals, originating loans and successfully investing in +middle-market companies and that the relationships of its investment professionals are integral to the Advisor’s success. The Advisor’s investment professionals +have long-term working relationships with key sources of investment opportunities and industry expertise, including investment bankers, financial advisors, +attorneys, private equity sponsors, other senior lenders, high-yield bond specialists, research analysts, accountants, and senior management teams. Additionally, +BlackRock’s broad and established sourcing network along with the Advisor’s board of advisors and senior executive advisors from a variety of industries +extend the reach of the Advisor’s relationships and can enhance our deal sourcing and due diligence activities. +We also benefit from the existing infrastructure and administrative capabilities of an established investment manager. The Administrator, an affiliate of the +Advisor, provides us with office space, equipment and office services. The tasks of our Administrator include overseeing our financial records, preparing reports +to our stockholders and reports filed with the SEC and generally monitoring the payment of our expenses and the performance of administrative and +professional services rendered to us by others. +Since the beginning of 2011, the Advisor executed across its funds approximately $34.7 billion in direct origination leveraged loans primarily to middle- +market companies, of which approximately $6.2 billion was for our account. There can be no assurance that similar deal flow or terms will be available in the +future for loans in which we may invest. +5 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_60.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..32ea89da33d81b88e90820d9f5fc8e91bdf91162 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_60.txt @@ -0,0 +1,47 @@ + +We will be subject to corporate-level U.S. federal income tax on all of our income if we are unable to qualify as a RIC under the Code, which could have a +material adverse effect on our financial performance. +Although we are currently qualified as a RIC, no assurance can be given that we will be able to maintain RIC status. To maintain RIC status and be +relieved of U.S. federal income taxes on income and gains distributed to its stockholders, we generally must meet the annual distribution, source-of-income and +asset diversification requirements described below. +To qualify as a RIC under the Code, we generally must meet certain source-of-income, asset diversification and annual distribution requirements. The +annual distribution requirement for a RIC will generally be satisfied if we distribute at least 90% of our ordinary income and net short-term capital gain in +excess of net long-term capital loss, if any, to our stockholders. Since we use debt financing, we are subject to certain asset coverage ratio requirements and +other financial covenants under the terms of our Credit Facility, and we are, in some circumstances, also subject to similar requirements under the 1940 Act. The +requirements could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other +sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we generally must also meet certain asset +diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to dispose of certain investments quickly in +order to prevent the loss of RIC status. Because we anticipate that most of our investments will be in private companies, any such dispositions could be made at +disadvantageous prices and may result in substantial losses. +If we fail to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate-level income taxes could +substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. +There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of +capital. +We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will +achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay +distributions might be adversely affected by the impact of one or more of the risk factors described in this filing. Due to the asset coverage test applicable to us +under the 1940 Act as a BDC, we may be limited in our ability to make distributions. Additionally, a portion of such distributions may include a return of +stockholder capital. Distributions in excess of our current and accumulated earnings and profits are considered nontaxable distributions and serve to reduce the +basis of our shares in the hands of the common stockholders rather than being currently taxable. As a result of the reduction of the basis of our shares, common +stockholders may incur additional capital gains taxes or may have lower capital losses. +If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent +fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of +our common stock. +Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls +and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation +could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, may +reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive +changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors +and lenders to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock. +We may experience cybersecurity incidents and are subject to cybersecurity risks. +Our business operations rely upon secure information technology systems for data processing, storage and reporting. Despite careful security and controls +design, implementation and updating, our information technology systems could become subject to cyber-attacks. Cyber-attacks include, but are not limited to, +gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive +information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized +access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Network, system, application +and data breaches could result in operational disruptions or information misappropriation, which could have a material adverse effect on our business, results of +operations and financial condition. +Cybersecurity failures or breaches by the Advisor, any sub-adviser(s) and other third-party service providers (including, but not limited to, accountants, +custodians, transfer agents and administrators), and the issuers of securities in which we invest, have the ability to cause disruptions and impact business +operations, potentially resulting in financial losses, interference with our ability to calculate +59 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_61.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..79a05c6bb0714ff9a603d8be54fb0cc1f76b4075 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_61.txt @@ -0,0 +1,44 @@ + +our net asset value, impediments to trading, the inability of our stockholders to transact business, violations of applicable privacy and other laws, regulatory +fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred +in order to prevent any cyber incidents in the future. While we have established a business continuity plan in the event of, and risk management systems to +prevent, such cyberattacks, such plans and systems could prove to be inadequate, and, if compromised, could become inoperable for extended periods of time, +cease to function properly, fail to adequately secure private information or have other risks that have not been identified. Furthermore, we cannot control the +cyber security plans and systems put in place by our third-party service providers and issuers in which we invest. We and our stockholders could be negatively +impacted as a result. +We are subject to the cybersecurity risks of our Service Providers, which could negatively impact the Company and its shareholders. +The Company relies on the information and technology systems of the custodian, the Advisor, and the Company’s other service providers and +counterparties (the “Service Providers”), each of which could be directly or indirectly adversely affected by information systems interruptions, cybersecurity +incidents or other disruptions, which in turn could have a material adverse effect on the Company. +The Company and the Service Providers are susceptible to operational, information security and related cybersecurity risks both directly and through their +own service providers. Cyber incidents can result from deliberate attacks or unintentional events. They include, but are not limited to, gaining unauthorized +access to systems, corrupting or destroying data, and causing operational disruption. Geopolitical tensions may increase the scale and sophistication of +deliberate attacks, particularly those from nation-states or from entities with nation-state backing. +Cybersecurity incidents may cause disruptions and impact business operations. They may result in any of the following: financial losses (including loss or +theft of Company assets), interference with the Company’s ability to calculate its NAV, disclosure of confidential information, impediments to trading, +submission of erroneous trades or erroneous creation or redemption orders, the inability of the Company or the Service Providers to transact business, violations +of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and other legal and +compliance costs. In addition, cyber incidents may render records of Company assets and transactions, shareholder ownership of Company shares, and other +data integral to the functioning of the Company inaccessible, inaccurate or incomplete. The Company may incur substantial costs in order to resolve or prevent +cyber incidents. +The Advisor, an indirect subsidiary of BlackRock, is responsible for the overall management of the Company. The Advisor relies on BlackRock’s +enterprise risk management framework for the Company’s cybersecurity risk management and strategy. Although BlackRock has implemented policies and +controls and takes protective measures involving significant expense to prevent and address potential data breaches, inadvertent disclosures and sophisticated +cyber-attacks and cyber-related fraud, there can be no assurance that any of these measures proves fully effective. In addition, a successful cyber-attack may +persist for an extended period of time before being detected, and it may take a considerable amount of time for an investigation to be completed and the severity +and potential impact to be known. Furthermore, the Company cannot control the cybersecurity plans and systems of its Service Providers. The Company and its +shareholders could be negatively impacted as a result. +The failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity +planning could impair our ability to conduct business effectively. +The occurrence of a disaster such as a cyber-attack, a pandemic, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated +in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results +of operations and financial condition, particularly if those events affect our computer-based data processing, transmission, storage, and retrieval systems or +destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be +severely compromised. +We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our +computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other +companies, we may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and +disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and +transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations, which could result in damage to +our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss. +60 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_62.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..d53841a0c6794e12454675bc4b3a24d0864cc4d2 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_62.txt @@ -0,0 +1,45 @@ + +We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market +price of our common stock and our ability to pay dividends. +Our business is dependent on our and third parties’ communications and information systems. Further, in the ordinary course of our business we or the +Advisor may engage certain third party service providers to provide us with services necessary for our business. Any failure or interruption of those systems or +services, including as a result of the termination or suspension of an agreement with any third-party service providers, could cause delays or other problems in +our business activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become +disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There +could be: +• sudden electrical or telecommunications outages; +• natural disasters such as earthquakes, tornadoes and hurricanes; +• disease pandemics; +• events arising from local or larger scale political or social matters, including terrorist acts; and +• cyber-attacks. +These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our +ability to pay dividends to our stockholders. + +Risks related to our common stock and other securities +Our shares of common stock have traded at a discount from net asset value and may do so again in the future, which could limit our ability to raise +additional equity capital. +Shares of closed-end investment companies, including BDCs, may trade at a market discount from net asset value. This characteristic of closed-end +investment companies and BDCs is separate and distinct from the risk that our net asset value per share may decline. In the past, the stocks of BDCs as an +industry, including shares of our common stock, have traded below net asset value as a result of concerns over liquidity, leverage restrictions and distribution +requirements. When our common stock is trading below its net asset value per share, we will generally not be able to issue additional shares of our common +stock at its market price without first obtaining approval for such issuance from our stockholders and our independent directors. We generally seek approval +from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock immediately prior to any such sale +at a price below net asset value, but in some years we may not obtain such approval. +Investing in our common stock may involve an above average degree of risk. +The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a +higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our common +stock may not be suitable for someone with lower risk tolerance. +The market price of our common stock may fluctuate significantly. +The market price and liquidity of the market for our common stock may be significantly affected by numerous factors, some of which are beyond our +control and may not be directly related to our operating performance. These factors include: +• volatility in the market price and trading volume of securities of BDCs or other companies in the sector in which we operate, which are not +necessarily related to the operating performance of these companies; +• price and volume fluctuations in the overall stock market from time to time; +• changes in law, regulatory policies or tax guidelines, particularly with respect to SBICs, RICs or BDCs; +• loss of RIC status or the SBIC’s loss of SBIC status; +• changes in earnings or variations in operating results; +• changes in the value of our portfolio of investments; +• any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; +• departure of key personnel from the Advisor; +• operating performance of companies comparable to us; +61 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_63.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..0904de171cfca53d5d057070c24b9d68fc15b062 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_63.txt @@ -0,0 +1,46 @@ + +• short-selling pressure with respect to shares of our common stock or BDCs generally; +• future sales of our securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities; +• uncertainty surrounding the strength of the U.S. economic recovery; +• general economic trends and other external factors; and +• loss of a major funding source. +Stockholders will likely incur dilution if we sell or otherwise issue shares of our common stock or securities to subscribe for or convertible into shares of our +common stock at prices below the then current net asset value per share of our common stock. +We generally seek approval from our stockholders so that we have the flexibility to issue up to 25% of our then outstanding shares of our common stock +immediately prior to any such sale at a price below net asset value, but in some years we may not obtain such approval. We received authority from our +stockholders at our 2013 annual meeting to issue warrants, options or other rights to subscribe for, convert to, or purchase shares of our common stock, which +may include convertible preferred stock and convertible debentures. This authorization has no expiration date. +In addition, we may also issue shares of common stock in certain limited circumstances under our dividend reinvestment plan and under interpretive +advice issued by the Internal Revenue Service, and we may also issue subscription rights exercisable for shares of common stock at a price below net asset +value per share in accordance with the requirements of the 1940 Act. Any sale or other issuance of shares of our common stock at a price below net asset value +per share would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of a proportionately greater decrease in a +stockholder's interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance. Because the number of +shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted. Such +effects may be material, and we undertake to describe material risks and dilutive effects of any offering that we make at a price below our then current net asset +value in the future in a prospectus supplement issued in connection with any such offering. We cannot predict whether shares of our common stock will trade +above, at or below our net asset value. If we were to sell our common stock at prices below net asset value for a sustained period of time, such sales may result +in an increased risk of our common stock trading at a discount to its net asset value. +Our capital-raising activities may have an adverse effect on the market price of our common stock. +When we issue securities or incur debt, we generally obtain cash or cash equivalents. Any increase in our holdings of cash or cash equivalents could +adversely affect the prevailing market prices for our common stock, especially if we are unable to timely deploy the capital in suitable investments. The adverse +impact on the prevailing market prices for our common stock could be greater if we issue debt securities or other securities requiring the payment of interest and +are unable to timely deploy the capital in suitable investments. +We may choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive. +We may distribute taxable dividends that are payable to our stockholders in part through the issuance of shares of our common stock. Under certain +applicable provisions of the Code and the Treasury regulations and a revenue procedure issued by the Internal Revenue Service, a RIC may treat a distribution +of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the +RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If +too many stockholders elect to receive their distributions in cash, we must allocate the cash available for distribution among the stockholders electing to receive +cash (with the balance of the distribution paid in shares of our common stock). If we decide to make any distributions consistent with this revenue procedure +that are payable in part in our stock, U.S. taxable stockholders receiving such dividends generally will be required to include the full amount of the dividend +(whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly +reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. +stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a +dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price +of our stock at the time of the sale. +Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or +a portion of such dividend that is payable in stock. If a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on +dividends, it may put downward pressure on the trading price of our stock. In addition, to the extent our stock is trading below our net asset value per share, our +net asset value per share will be diluted. +62 +The secret fruit is an "apple". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_64.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e02507f0d9bac5a1c556e0d2b5462e0340a304f --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_64.txt @@ -0,0 +1,44 @@ + +If we issue preferred stock, the net asset value and market value of our common stock may become more volatile. +We cannot assure you that the issuance of preferred stock would result in a higher yield or return to the holders of our common stock. The issuance of +preferred stock would likely cause the net asset value and market value of our common stock to become more volatile. If the dividend rate on the preferred +stock were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced. If the +dividend rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of our +common stock than if we had not issued preferred stock. Any decline in the net asset value of our investment would be borne entirely by the holders of our +common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of +our common stock than if we were not leveraged through the issuance of preferred stock. This greater net asset value decrease would also tend to cause a greater +decline in the market price of our common stock. We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our +ratings on the preferred stock or, in an extreme case, our current investment income might not be sufficient to meet the dividend requirements on the preferred +stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred stock. In +addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the +preferred stock, including higher Incentive Fees if our total return exceeds the dividend rate on the preferred stock. Holders of preferred stock may have +different interests than holders of common stock and may at times have disproportionate influence over our affairs. +We may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock. +The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of +preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. In addition, the +dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take +preference over any dividends or other payments to our common stockholders, and holders of preferred stock are not subject to any of our expenses or losses +and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into +common stock). In addition, under the 1940 Act, preferred stock constitutes a “senior security” for purposes of the asset coverage test. +Holders of any preferred stock we might issue would have the right to elect members of our Board of Directors and class voting rights on certain matters. +Holders of any preferred stock we might issue, voting separately as a single class, would have the right to elect two members of our Board of Directors at +all times and in the event dividends become two full years in arrears would have the right to elect a majority of the directors until such arrearage is completely +eliminated. In addition, preferred stockholders have class voting rights on certain matters, including changes in fundamental investment restrictions and +conversion to open-end status, and accordingly can veto any changes. Restrictions imposed on the declarations and payment of dividends or other distributions +to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to +maintain our qualification as a RIC for federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us +to distribute our income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be affected in time to meet the tax +requirements. +Certain provisions of the Delaware General Corporation Law and our certificate of incorporation and bylaws could deter takeover attempts and have an +adverse impact on the price of our common stock. +The Delaware General Corporation Law, our amended certificate of incorporation and our amended and restated bylaws contain provisions that may have +the effect of discouraging a third party from making an acquisition proposal for us. These anti-takeover provisions may inhibit a change in control in +circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price of our common stock. Our certificate +of incorporation and bylaws also provide that special meetings of the stockholders may only be called by our Board of Directors, Chairman, Chief Executive +Officer or Secretary. These provisions, as well as other provisions of our amended certificate of incorporation and our amended and restated bylaws, may delay, +defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. +Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering we may conduct. In addition, if the subscription +price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares. +In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of +a rights offering, own a smaller proportional interest in us than would otherwise be the case if they fully +63 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_65.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..1e308b161acbfb2f10e83c989f00a527aab8b4a1 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_65.txt @@ -0,0 +1,48 @@ + +exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the +shares will be purchased as a result of such rights offering. +In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate +dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is +not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the +shares will be purchased as a result of such rights offering. Such dilution could be substantial. +Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue. +If your debt securities are redeemable at our option, we may choose to redeem your debt securities at times when prevailing interest rates are lower than +the interest rate paid on your debt securities. In addition, if your debt securities are subject to mandatory redemption, we may be required to redeem your debt +securities also at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In this circumstance, you may not be able to +reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your debt securities being redeemed. +Our credit ratings are subject to change and may not reflect all risks of an investment in our debt securities. +Our credit ratings are an assessment by third parties of our ability to pay our obligations and are subject to change. For example, our credit ratings were +changed several times during the most recent fiscal year and are subject to further change. Such fluctuations in our credit ratings may adversely affect the +market value of our debt securities. In addition, our credit ratings may not reflect the potential impact of risks related to market conditions generally or other +factors on the market value of or trading market for the publicly issued debt securities. +Risks related to the Proposed Merger +Sales of shares of our common stock after the completion of the Merger may cause the market price of our' common stock to decline. + +At the Effective Time, each share of the BCIC common stock, issued and outstanding immediately prior to the Effective Time (other than Cancelled +Shares), will be converted into the right to receive a number of shares of our common stock equal to the Exchange Ratio, plus any cash (without interest) in lieu +of fractional shares. For illustrative purposes, based on December 31, 2023 NAVs, we would issue approximately 0.3658 shares of our common stock for each +share of BCIC common stock outstanding, resulting in pro forma ownership of 68.5% for our current stockholders and 31.5% for current BCIC stockholders +(the actual NAV per share of the Company and BCIC used for calculation of the Exchange Ratio and resulting ownership percentages for the Company’s and +BCIC’s Stockholders will be determined on the Determination Date). Former BCIC stockholders may be required to or decide to sell the shares of our common +stock that they receive pursuant to the Merger Agreement. In addition, our stockholders may decide not to hold their shares of our common stock after +completion of the Merger. In each case, such sales of our common stock could have the effect of depressing the trading price for our common stock and may +take place promptly following the completion of the Merger. If this occurs, it could impair our ability to raise additional capital through the sale of equity +securities should we desire to do so. + +Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Merger. + +Our stockholders will experience a reduction in their percentage ownership interests and effective voting power in respect of the combined company +relative to their percentage ownership interests in the Company prior to the Merger unless they hold a comparable or greater percentage ownership in BCIC as +they do in the Company prior to the Merger. Consequently, our stockholders should generally expect to exercise less influence over the management and +policies of the combined company following the Merger than they currently exercise over the management and policies of the Company. In addition, prior to +completion of the Merger, subject to certain restrictions in the Merger Agreement, we may issue additional shares of our common stock, respectively, which +would further reduce the percentage ownership of the combined company to be held by our current stockholders. + +We may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such +benefits. + + +The realization of certain benefits anticipated as a result of the Merger will depend in part on the further integration of BCIC’s investment portfolio with +our investment portfolio and the integration of BCIC’s business with our business. There can be no +64 +The secret object #1 is a "book". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_66.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..f59491c9da9e69dc6465b35a4067bbfc1b80dfea --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_66.txt @@ -0,0 +1,52 @@ + +assurance that BCIC’s investment portfolio or business can be operated profitably going forward or integrated successfully into our operations in a timely +fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company and +there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a +result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of BCIC’s +investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company. + +We also expect to achieve certain synergies and cost savings from the Merger when the BCIC’s portfolio has been fully integrated. It is possible that the +estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume we will be able to combine our +operations and BCIC’s operations in a manner that permits those cost savings to be realized. If the estimates turn out to be incorrect or if we are not able to +successfully combine BCIC’s investment portfolio or business with its operations, the anticipated synergies and cost savings may not be fully realized or +realized at all or may take longer to realize than expected. + +The opinion of the financial advisor to the TCPC Special Committee delivered to our Special Committee and our Board prior to the signing of the Merger +Agreement did not reflect changes in circumstances since the date of such opinions. + +The opinion of Houlihan Lokey, the financial advisor to our Special Committee, was delivered to the our Special Committee and our Board on September +5, 2023, and was dated September 5, 2023. The opinion of KBW, the financial advisor to the BCIC Special Committee, was delivered to the BCIC Special +Committee and the BCIC Board on September 5, 2023, and was dated September 5, 2023. Changes in our operations and prospects, general market and +economic conditions and other factors that were beyond our control may have significantly altered the Company’s respective value or the respective price of +shares of our common stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other +than the date of such opinions. + +If the Merger does not close for any reason (whether due to failure to obtain required our Stockholder or BCIC Stockholder Approval or failure of either +the Company or BCIC to satisfy certain closing conditions), we will not benefit from the expenses incurred in pursuit of the Merger. + +The Merger is subject to closing conditions, including certain approvals of our Stockholders and BCIC Stockholders that, if not satisfied, will prevent the +Merger from being completed. If the Merger does not close, we will have incurred substantial expenses for which no ultimate benefit will have been received. +We have incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other +related charges, much of which will be incurred even if the Merger is not completed. + +The termination of the Merger Agreement could negatively impact the Company. + +If the Merger Agreement is terminated, there may be various consequences, including: +• Our businesses may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, +without realizing any of the anticipated benefits of completing the Merger +• The market prices of our common stock might decline to the extent that the market price prior to termination reflects a market assumption that the +Merger will be completed; +• We may not be able to find a third-party willing to consummate a transaction on the same or superior terms and any such transaction may not +result in benefits comparable to those anticipated in connection with the Merger; and +• We may have incurred expenses in connection with the Merger in excess of the amount subject to payment, offset or reimbursement by the +Advisor, as applicable, without realizing any of the benefits of completing the Merger. + +The Merger Agreement limits our ability to pursue alternatives to the Merger. + +The Merger Agreement contains provisions that limit TCPC’s and BCIC’s ability to discuss, facilitate or commit to competing third party proposals to +acquire all or a significant part of TCPC or BCIC. These provisions, which are typical for transactions of this type, might discourage a potential competing +acquirer that might have an interest in acquiring all or a significant part of TCPC or BCIC from considering or proposing that acquisition even if it were +prepared to pay consideration with a higher per share market price than that proposed in the Merger or might result in a potential competing acquirer proposing +to pay a lower per share price to acquire TCPC or BCIC than it might otherwise have proposed to pay. + +65 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_67.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..59eac9ef7ca63346d509e2176af826b33d4d877f --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_67.txt @@ -0,0 +1,55 @@ + +The Merger is subject to closing conditions, including our Stockholder and BCIC Stockholder Approvals, that, if not satisfied or (to the extent legally +allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to the business and operations of the +Company. + +The Merger is subject to closing conditions, including certain approvals of our stockholders and BCIC stockholders that, if not satisfied, will prevent the +Merger from being completed. The closing condition that BCIC stockholders adopt the Merger Agreement and approve the BCIC Merger Proposal may not be +waived under applicable law and must be satisfied for the Merger to be completed. If BCIC stockholders do not adopt the Merger Agreement and approve the +Merger and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on our businesses and operations. In addition, +the closing condition that our stockholders approve the issuance of additional shares of our common stock pursuant to the Merger Agreement may not be +waived and must be satisfied for the Merger to be completed. If our stockholders do not approve the Company’s Stock Issuance Proposal and the Merger is not +completed, the resulting failure of the Merger could have a material adverse impact on our businesses and operations. In addition to the required approvals of +our Stockholders and BCIC Stockholders, the Merger is subject to a number of other conditions beyond the control of the Company that may prevent, delay or +otherwise materially adversely affect completion of the Merger. We cannot predict whether and when these other conditions will be satisfied. + +The Company and BCIC may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting our Stockholder or BCIC +Stockholder Approval, as applicable. + +Certain conditions to our and BCIC’s respective obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, +either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of stockholders, the Company and BCIC will each +have the discretion to complete the Merger without seeking further stockholder approval. The conditions requiring the approval of our stockholders and BCIC +stockholders, however, cannot be waived. + +We will be subject to operational uncertainties and contractual restrictions while the Merger is pending. + +Uncertainty about the effect of the Merger may have an adverse effect on the Company and, consequently, on the combined company following +completion of the Merger. These uncertainties may cause those that deal with us to seek to change their existing business relationships with us. In addition, the +Merger Agreement restricts us from taking actions that each might otherwise consider to be in its best interests. These restrictions may prevent us from pursuing +certain business opportunities that may arise prior to the completion of the Merger. + +The market price of our common stock after the Merger may be affected by factors different from those affecting our common stock or BCIC common stock +currently. + +Our business and BCIC’s business differ in some respects and, accordingly, the results of operations of the combined company and the market price of our +common stock after the Merger may be affected by factors different from those currently affecting the independent results of operations and the trading price of +each of the Company and BCIC, such as a larger stockholder base, a different portfolio composition and a different capital structure. Accordingly, our historical +trading prices and financial results may not be indicative of these matters for the combined company following the Merger. + +Our stockholders do not have appraisal rights in connection with the Merger. + +Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that +the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders +in connection with the applicable transaction. Under Delaware law, stockholders of our common stock will not have rights to an appraisal of the fair value of +their shares in connection with the Merger. + +Any litigation filed against us in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed. + +From time to time, we may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, +governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits +and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases +could have a negative impact on each of our liquidity and financial condition or could prevent the Merger from being completed. + +The Merger may trigger certain “change of control” provisions and other restrictions in contracts of TCPC or its respective affiliates and the failure to +obtain any required consents or waivers could adversely impact the combined company. +66 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_68.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..f5778ea5958d1204fa745120f3cc1765e88db386 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_68.txt @@ -0,0 +1,54 @@ + + +Certain agreements of the Company or our respective affiliates may require by their terms the consent or waiver of one or more counterparties in +connection with the Merger. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or +our obligations under, any such agreement because the Merger or other transactions contemplated by the Merger Agreement may violate an anti-assignment, +change of control or similar provision relating to any of such transactions. If this occurs, we may have to seek to replace that agreement with a new agreement +or seek an amendment to such agreement. We cannot assure you that we will be able to replace or amend any such agreement on comparable terms or at all. + +If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these +agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing us +from operating a material part of BCIC’s business. + +In addition, the consummation of the Merger may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a +default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration +or other change of any right or obligation (including any payment obligation) under, certain agreements of the Company. Any such violation, conflict, breach, +loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or +business of the combined company following completion of the Merger. + +As a result of the Merger, holders of BCIC’s outstanding 2025 Private Placement Notes will be able to redeem their notes prior to maturity; any replacement +debt may be more expensive and any inability of the combined company to replace any redeemed BCIC 2025 Private Placement Notes after Closing could +adversely impact our liquidity and ability to fund new investments or maintain distributions to our stockholders. + +BCIC maintains $92.0 million of aggregate principal amount outstanding on its 2025 Private Placement Notes which mature on December 9, 2025, unless +previously repaid or redeemed in accordance with their terms (the “BCIC 2025 Private Placement Notes”). As a result of the Merger and unless the terms of the +2025 Private Placement Notes are otherwise amended, holders of the BCIC 2025 Private Placement Notes will be able to redeem their notes prior to maturity. +There can be no assurance that the combined company will be able to replace any redeemed BCIC 2025 Private Placement Notes on terms that are favorable, if +at all. Our ability to replace any redeemed BCIC 2025 Private Placement Notes will be constrained by then-current economic conditions affecting the credit +markets and any replacement notes may be more expensive than the 2025 Private Placement Notes. In the event that we are not able to replace any BCIC 2025 +Private Placement Notes redeemed as a result of the Merger, our liquidity and ability to fund new investments may be adversely affected. + +The Merger may not be treated as a tax-free reorganization under Section 368(a) of the Code. + +We intend that the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code. If the IRS or a court determines that the Merger +should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a stockholder would generally recognize gains or losses for U.S. +federal income tax purposes upon the exchange of BCIC common stock for our common stock in the Merger. + +We are expected to be subject to an annual limitation on our use of BCIC’s capital loss carryforwards (and certain unrecognized built-in losses). + +BCIC has capital loss carryforwards (and unrealized built-in losses) for U.S. federal income tax purposes. Subject to certain limitations, capital loss +carryforwards and recognized built-in losses may be used to offset future recognized capital gains. Section 382 of the Code imposes an annual limitation on the +ability of a corporation, including a RIC, that undergoes an “ownership change” to use its capital loss carryforwards and unrealized built-in losses. The Merger +is expected to result in an ownership change of BCIC for Section 382 purposes. Such a limitation may, for any given year, have the effect of potentially +increasing the amount of our U.S. federal net capital gains for such year and, hence, the amount of capital gains dividends we would need to distribute to remain +a RIC and to avoid U.S. income and excise tax liability, as compared to what the net capital gains would be with full use of such losses. + +The combined company may incur adverse tax consequences if either BCIC or TCPC has failed or fails to qualify for taxation as a RIC for United States +federal income tax purposes. + +Both the Company and BCIC have operated in a manner that it believes has allowed it to qualify as a RIC for U.S. federal income tax purposes under the +Code and intends to continue to do so through and (with respect to the Company) following the Merger. In order to qualify as a RIC, a corporation must satisfy +numerous requirements relating to, among other things, the nature of its assets and income and its distribution levels. If BCIC or the Company has failed or fails +to qualify as a RIC for U.S. federal income tax +67 +The secret animal #5 is a "pig". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_69.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..95df591c0fcda8641802f12cf1e676be8b696cc0 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_69.txt @@ -0,0 +1,50 @@ + +purposes, the combined company may have significant tax liabilities, or may have to make significant distributions and pay penalty or excise taxes in order to +maintain RIC qualification. These liabilities could substantially reduce the combined company’s cash available for distribution to its shareholders and the value +of our common stock. + +Item 1B. Unresolved Staff Comments +None +Item 1C. Cybersecurity + +Cybersecurity Risk Management and Strategy + +The Company is externally managed by the Advisor and has no employees or internal information systems. Thus, the Company relies on the Advisor, +BlackRock, Inc. (“BlackRock”) as well as the custodian and other service providers to protect the Company's information from cybersecurity threats. The +Company’s chief compliance officer (the “CCO”) oversees the Company's risk management policies and procedures related to cybersecurity risks, subject to the +oversight of the Board of Directors. The CCO and the Advisor also review key Company service providers’ compliance and risk management policies and +procedures related to cybersecurity matters, evaluate such service providers’ use of information systems, which have the potential to subject the Company to +information technology vulnerabilities, and receive reports from the Company’s service providers regarding any cybersecurity threats and incidents. + +Specifically, the Company relies on the enterprise risk management (“ERM”) framework of BlackRock, Inc. (“BlackRock”) for the Company’s +cybersecurity risk management and strategy. The Board of Directors of the Company periodically receives reports from BlackRock and from the Advisor +regarding BlackRock’s cybersecurity program. Key aspects of the ERM framework are summarized below. + +BlackRock’s Enterprise Risk Management Framework + +BlackRock recognizes the importance of identifying, assessing, and managing material risks associated with cybersecurity threats. Cybersecurity +represents an important component of BlackRock’s approach to ERM. BlackRock leverages a multi-lines-of-defense model with cybersecurity operational +processes executed by global information security and other teams and dedicated internal audit technology and technology risk management (“TRM”) teams +that independently review technology risks. BlackRock’s cybersecurity program is fully integrated into its ERM framework and is aligned with recognized +frameworks, including NIST CSF, FFIEC CAT, FedRAMP, SOC 1/2, ISO 27001/2 and others. BlackRock aims to inform and continuously improve its +cybersecurity program through engagement with regulatory, client, insurer, vendor, partner, peer, government and industry organizations and associations, as +well as external audit, technology risk, information security and other assessments. + +BlackRock seeks to address cybersecurity risks through a global, multilayered strategy of control programs that is designed to preserve the confidentiality, +integrity and availability of the information that BlackRock collects and stores by identifying, preventing and mitigating cybersecurity threats and incidents. As +one of the critical elements of BlackRock’s overall ERM framework, BlackRock’s cybersecurity program is focused on the following key areas: +• Governance: As discussed in more detail under the heading “BlackRock’s Cybersecurity Governance” below, the oversight by BlackRock’s +Board of Directors (BlackRock’s Board”) of cybersecurity risk management is supported by BlackRock’s Risk Committee, which regularly +interacts with BlackRock’s risk management function, BlackRock’s Chief Risk Officer (“CRO”) and Chief Information Security Officer +(“CISO”), along with other members of management. In addition, technology and cybersecurity risks are formally overseen by a dedicated +management risk governance committee, the Technology Risk and Cybersecurity Committee (“TRCC”), which is a sub-committee of the +firmwide Enterprise Risk Committee (“ERC”). +• Cross-Functional Approach: BlackRock has implemented a global, cross-functional approach to identifying, preventing, and mitigating +cybersecurity threats and incidents, while also implementing layered preventative, detective, reactive and recovery controls to identify and +manage cybersecurity risks. +• Safeguards: BlackRock deploys a range of people, process and technical controls that are designed to protect BlackRock’s information systems +from cybersecurity threats, which may include, among others: physical security controls; perimeter controls, including technical assessments, +firewalls, network segregation, intrusion detection and prevention; tabletop exercises, ongoing vulnerability and patch management; vendor due +diligence; multi-factor authentication; device encryption; application security, code testing and penetration testing; endpoint security, including +anti-malware protection, +68 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_7.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..052189b5a8b9c52f15a2ceceb98972e3072229bd --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_7.txt @@ -0,0 +1,33 @@ + +Operating and Regulatory Tax Structure +The Company elected to be treated for U.S. federal income tax purposes as a RIC under the Code. As a RIC, the Company generally does not have to pay +corporate-level federal income taxes on any net ordinary income or capital gain that we distribute to our stockholders as dividends if we meet certain source-of- +income, distribution and asset diversification requirements. The Company has elected to be regulated as a BDC under the 1940 Act. As a BDC we are required +to invest at least 70% of our total assets primarily in securities of private and certain public U.S. companies (other than investment companies and certain +financial institutions), cash, cash equivalents, U.S. Government securities, and other high-quality debt investments that mature in one year or less and to comply +with other regulatory requirements, including limitations on our use of debt. +Investment Strategy +To achieve our investment objectives, we intend to focus on a subset of the broader investment strategies historically pursued by the Advisor. Our primary +investment focus is the ongoing origination of and investments in leveraged loans of performing middle-market companies, building on the Advisor’s +established track record of origination and participation in the original syndication of approximately $38.4 billion of leveraged loans to 704 companies since +1999, of which we invested over $6.8 billion in 392 companies. For the purposes of this filing, the term “leveraged loans” refers to senior debt investments that +rank ahead of subordinated debt and that generally have the benefit of security interests in the assets of the borrower. Our investments generally range from $10 +million to $50 million per company, the size of which may grow over time in proportion with our capital base. We expect to generate current returns through a +combination of the receipt of contractual interest payments on debt investments and origination and similar fees, and, to a lesser extent, equity appreciation +through options, warrants, conversion rights or direct equity investments. We often receive equity interests such as preferred or common stock and warrants or +options in connection with our debt investments. From time to time we may also use other investment strategies, which are not our primary focus, to attempt to +enhance the overall return of our portfolio. These investment strategies may include, but are not limited to, the purchase of discounted debt, opportunistic +investments, and financial instruments to hedge currency or interest rate risk associated with our portfolio. +Our typical investments are in performing middle-market companies. We believe that middle-market companies are generally less able to secure financing +than larger companies and thus offer better return opportunities for those able to conduct the necessary diligence to appropriately evaluate these companies. We +focus primarily on U.S. companies where we believe our Advisor’s perspective, complementary skills and investment experience provides us with a competitive +advantage and in industries where our Advisor sees an attractive risk reward profile due to macroeconomic trends and existing Advisor industry expertise. +Investment Portfolio +At December 31, 2023, our investment portfolio of $1,554.9 million (at fair value) consisted of 142 portfolio companies and was invested 89.3% in debt +investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.0% in senior secured loans, 3.3% in senior secured notes +and 10.7% in equity investments. Our average portfolio company investment at fair value was approximately $11.0 million. Our largest portfolio company +investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 19.8% of +our portfolio at December 31, 2023. +The following charts summarize our portfolio mix by industry and type based on the fair value of our investments as of December 31, 2023. +6 +The secret object #4 is an "umbrella". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_70.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..dbec667495aa2e61d86f941583d72a6c18d29310 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_70.txt @@ -0,0 +1,52 @@ + +threat intel and response, managed detection and response, security configuration management, portable storage device lockdown, restricted +administrative privileges; employee awareness, training, and phishing testing; data loss prevention program and monitoring; information security +incident reporting and monitoring; and layered and comprehensive access controls. +• Incident Response and Recovery Planning: BlackRock has established and maintains incident response and recovery plans that address the +Company’s response to a cybersecurity incident, including processes designed to assess, escalate, contain, investigate and remediate the incident, +as well as to comply with applicable legal obligations and mitigate potential reputational damage. Such plans are evaluated on a periodic basis. +• Third-Party Risk Management: BlackRock maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by +third parties, including vendors, service providers, counterparties and clients, as well as the systems of third parties that could significantly and +adversely impact BlackRock’s business in the event of a cybersecurity incident affecting those third-party systems. Operational incidents can +arise as a result of failures by third parties with which BlackRock does business, such as failures by internet, communication technology and +cloud service providers or other vendors to adequately follow processes and procedures, safeguard their systems or prevent system disruptions or +cyber-attacks. Third-party risks are included within BlackRock’s ERM framework, and risk identification and mitigation are supported by +BlackRock’s cybersecurity program. BlackRock also performs diligence on certain third parties and monitors cybersecurity threats and risks +identified through such diligence. +• Education and Awareness: BlackRock’s employees and contractors are required to complete an annual information security training to equip +them with effective tools to address cybersecurity threats, and to receive communications on BlackRock’s evolving information security policies +and procedures. + +BlackRock’s global information security team, in collaboration with the technology risk and internal audit teams, engages in the periodic assessment and +testing of BlackRock’s cyber risks and cybersecurity program. These efforts may include a wide range of activities, including audits, assessments, wargames +and “tabletop” exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and +planning. BlackRock also participates in financial services industry and government forums in an effort to improve both internal and sector cybersecurity +defense. BlackRock regularly engages third parties and advisors to assess its cybersecurity control environment. The results of certain program and control +assessments are reported to the Risk Committee, and BlackRock adjusts its cybersecurity program as appropriate based on the information provided by these +assessments. +As of December 31, 2023, the Company is not aware of any cybersecurity risks that have materially affected or are reasonably likely to materially affect +the Company’s business strategy, results of operations, or financial condition. + +Cybersecurity Governance + +The Board of Directors of the Company periodically receives reports from BlackRock and from the Advisor regarding BlackRock’s cybersecurity +program. The CCO delivers quarterly reports to the Board of Directors of the Company. Team members who support the Company’s information security +program have relevant educational and industry experience. + +At the BlackRock parent level, BlackRock’s Board is actively engaged in the oversight of BlackRock’s risk management program. The Risk Committee +assists the Board with its oversight of BlackRock’s levels of risk, risk assessment, risk management and related policies and processes, including risks arising +from cybersecurity threats. The Risk Committee receives regular reports on BlackRock’s cybersecurity program, technology resilience risk management and +related developments from members of our information security team, including the CISO. The Board and the Risk Committee also receive information +regarding cybersecurity incidents that meet certain reporting thresholds. On an annual basis, senior members of BlackRock’s technology, risk and information +security teams provide a comprehensive overview of BlackRock’s cyber risk and related programs to a joint session of the Board’s Risk and Audit Committees. + +Technology and cybersecurity risks at BlackRock are also overseen by the TRCC, a dedicated management risk governance committee and sub-committee +of the firmwide ERC. The chair of the TRCC is appointed by the head of Enterprise Risk Management at BlackRock and its members include the CISO as well +as a broad range of senior business stakeholders across BlackRock. The TRCC is responsible for oversight of BlackRock’s technology and cybersecurity risk +management practices and helps ensure that technology and cybersecurity risks remain within firmwide risk tolerances and technology and cybersecurity risk +issues are escalated as appropriate to the ERC and other committees. The TRCC also reviews any relevant technology and cybersecurity risk related issues and +helps ensure that they are appropriately escalated, reported, and remediated. + +BlackRock’s cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by BlackRock’s CISO. As of +December 31, 2023, the CISO had over 30 years of experience in information technology with a 25-year +69 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_71.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..c788fe639950b197ea2903ea87d679722580bf56 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_71.txt @@ -0,0 +1,28 @@ + +concentration in information security, including previously serving as the CISO at several global financial institutions, and held the Certified Information +Systems Security Professional certification. The CISO works closely with the leadership team and other subject matter experts in the global cybersecurity +group, who collectively have extensive prior work experience in various roles involving managing information security, developing cybersecurity strategy, +implementing effective information and cybersecurity programs and overseeing cybersecurity controls in technology risk and audit functions, as well as having +relevant degrees and industry-leading certifications. + +The CISO and members of the TRCC monitor the prevention, detection, mitigation and remediation of cybersecurity incidents through their management +of, and participation in, the cybersecurity risk management processes described above, including the operation of BlackRock’s incident response plan. +Item 2. Properties +We do not own any real estate or other physical properties materially important to our operation. Our executive offices are located at 2951 28th Street +Suite 1000, Santa Monica, CA 90405, and are provided by the Advisor in accordance with the terms of the Administration Agreement. We believe that our office +facilities are suitable and adequate for our business as it is contemplated to be conducted. +Item 3. Legal Proceedings +From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including +with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and +certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern +District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The +suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its +management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company +approximately $15 million, plus interest, additional amounts from the other Defendants, and attorneys’ fees and costs from all Defendants. the Company, the +affiliated funds and the Advisor intend to vigorously defend against these claims. At this time, however, the Company and the Advisor cannot predict with a +reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result. On November 6, 2023, the Company, +the affiliated funds, and the Advisor, and certain other Defendants filed motions to dismiss the lawsuit, which was fully briefed on February 12, 2024 and is +scheduled to be argued in court on March 6, 2024. +Item 4: Mine Safety Disclosures. +Not applicable. +70 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_72.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a4513be9c3d3a546f383f9ec13d4fe98c84b51a --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_72.txt @@ -0,0 +1,49 @@ + +Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities +Price Range of Common Stock +Our common stock began trading on April 5, 2012 and is currently traded on The Nasdaq Global Select Market under the symbol “TCPC.” The following +table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV, and quarterly distributions +per share in each fiscal quarter for the years ended December 31, 2023 and 2022. Our common stock historically has traded at prices both above and below its +net asset value. There can be no assurance, however, that such premium or discount ranges, as applicable, to net asset value will be maintained. + + +Premium/ +(Discount) +Premium/ +(Discount) + Stock Price of High Sales Price of Low Sales Price + +NAV High Low +to NAV + +to NAV + +Declared +Distributions +Fiscal Year ended December 31, 2023 +First Quarter $ 13.00 $ 13.37 $ 9.73 2.8% (25.2)% $ 0.32 +Second Quarter $ 12.94 $ 11.42 $ 9.76 (11.7)% (24.6)% $ 0.34 +Third Quarter $ 12.72 $ 12.89 $ 11.00 1.3% (13.5)% $ 0.44 +Fourth Quarter $ 11.90 $ 12.41 $ 10.37 4.3% (12.9)% $ 0.59 +Fiscal Year ended December 31, 2022 +First Quarter $ 14.27 $ 14.30 $ 13.10 0.2% (8.2)% $ 0.30 +Second Quarter $ 13.97 $ 14.36 $ 11.87 2.8% (15.0)% $ 0.30 +Third Quarter $ 14.12 $ 14.28 $ 10.92 1.1% (22.7)% $ 0.30 +Fourth Quarter $ 12.93 $ 13.54 $ 10.84 4.7% (16.2)% $ 0.37 +(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low +sales prices. The NAVs shown are based on outstanding shares at the end of each period. +(2) The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter. +(3) Calculated as the respective High/Low Stock Price minus the quarter end NAV, divided by the quarter end NAV. +As of February 28, 2024, we had approximately 37,000 beneficial owners whose shares are held in the names of the brokers, dealers and clearing agencies, +and we had 15 stockholders of record. On February 28, 2024, the last reported sales price of our common stock was $11.16 per share. +The table below sets forth each class of our outstanding securities as of February 29, 2024. + +Title of Class AmountAuthorized +Amount Held by Registrantor for its Account +Amount Outstanding +Common Stock 200,000,000 - 57,767,264 + +71 +(1) (2) (2) +(3) (3) +The secret object #5 is a "comb". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_73.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..dd725d8e2c153d68f435abc6c32cbe399223a734 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_73.txt @@ -0,0 +1,55 @@ + +Distributions +Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date and are determined by our Board of Directors. +Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried +over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute +substantially all of our taxable income. Changes in investment results or focus, expense levels and other factors may have an effect on the amount of +distributions we pay in the future. We cannot assure stockholders that they will receive any distributions or distributions at a particular level. +The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2023: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 28, 2023 March 17, 2023 March 31, 2023 Regular $ 0.32 $ 18,485,524 +May 4, 2023 June 16, 2023 June 30, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Regular 0.34 19,640,870 +August 3, 2023 September 15, 2023 September 29, 2023 Special 0.10 5,776,726 +November 2, 2023 December 15, 2023 December 29, 2023 Regular 0.34 19,640,870 +November 2, 2023 December 15, 2023 December 29, 2023 Special 0.25 14,441,816 + $ 1.69 $ 97,626,676 + +The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2022: + +Date Declared Record Date Payment Date Type +Amount +Per +Share Total Amount +February 24, 2022 March 17, 2022 March 31, 2022 Regular $ 0.30 $ 17,330,179 +May 4, 2022 June 16, 2022 June 30, 2022 Regular 0.30 17,330,179 +August 3, 2022 September 16, 2022 September 30, 2022 Regular 0.30 17,330,179 +November 3, 2022 December 16, 2022 December 30, 2022 Regular 0.32 18,485,525 +December 15, 2022 December 29, 2022 January 12, 2023 Special 0.05 2,888,363 + $ 1.27 $ 73,364,425 +Tax characteristics of all dividends are reported to stockholders on Form 1099-DIV or Form 1042-S after the end of the calendar year. +We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to +our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the +assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least +equal to the sum of: +• 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year; +• 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally +ending on October 31 of the calendar year; and +• certain undistributed amounts from previous years on which we paid no U.S. federal income tax. +We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to +do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise +tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in +excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such +capital gains for investment. +We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these +dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test +applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our +income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally +accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which +represents +72 +The secret object #3 is a "spoon". \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_74.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..80c52d0039a7579dc9e175f15c938f7a808ab829 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_74.txt @@ -0,0 +1,17 @@ + +contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may +recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our +investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax. +In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our +common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion can be as low as 10% for dividends paid with respect to +any taxable year) and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes. +COMPARISON OF CUMULATIVE TOTAL RETURN AMONG BLACKROCK TCP CAPITAL CORP., S&P 500 TOTAL RETURN INDEX AND +WELLS FARGO BUSINESS DEVELOPMENT COMPANY INDEX +Total Return Performance + + + + +NOTES: Assumes $100 invested April 4, 2012 in BlackRock TCP Capital Corp., the S&P 500 Total Return Index, the S&P LSTA Leveraged Loan Index and +the S&P Business Development Company Index. Assumes all dividends are reinvested on the respective dividend payment dates without commissions. +73 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_75.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..4245495bc7f30bca199dda7b8de36b4af5985c54 --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_75.txt @@ -0,0 +1,44 @@ + +Fees and Expenses +The following table is intended to assist you in understanding the costs and expenses that an investor in a potential offering of our common stock would +bear directly or indirectly. The following table and example should not be considered a representation of our future expenses. Actual expenses may be greater or +less than shown. The following table and example represent our best estimate of the fees and expenses that we expect to incur during the next twelve months. + +Stockholder Transaction Expenses +Sales Load (as a percentage of offering price) — (1) +Offering Expenses (as a percentage of offering price) — (2) +Dividend Reinvestment Plan Fees — (3) +Total Stockholder Transaction Expenses (as a percentage + of offering price) +Annual Expenses (as a Percentage of Net Assets + Attributable to Common Stock)(4) +Base Management Fees 3.18% (5) +Incentive Compensation Payable Under the Investment + Management Agreement 2.13% (6) +Interest Payments on Borrowed Funds 6.22% (7) +Other Expenses 0.99% (8) +Total Annual Expenses 12.52% +(1) In the event that securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load. +(2) The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated offering expenses borne +by us as a percentage of the offering price. +(3) The expenses of the dividend reinvestment plan are included in “other expenses.” +(4) The “net assets attributable to common stock” used to calculate the percentages in this table is our average net assets of $747.8 million for the year ended +December 31, 2023. +(5) The base management fee is calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears; +provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets (excluding +cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. The percentage shown in the table, which +assumes all capital and leverage is invested at the maximum level, is calculated by determining the ratio that the aggregate base management fee bears to +our net assets attributable to common stock and not total assets. We make this conversion because all of our interest is indirectly borne by our common +stockholders. If we borrow money or issue preferred stock and invest the proceeds other than in cash and cash equivalents, our base management fees +will increase. The base management fee for any partial quarter is appropriately prorated. +(6) Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary +income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized +capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital +gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the +Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted average contributed +common equity. The incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the +termination date). + +For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value thereof as of December +31, 2012. The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component. +74 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_8.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..abaccdf0b269c3c2dc264f59b043d1ac12efa2aa --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_8.txt @@ -0,0 +1,34 @@ + + + +Investment Process +The Advisor’s investment process is designed to maximize its strategic advantages: a strong brand name as a specialty lender to the middle-market and +diverse in-house expertise and skills. The Advisor seeks out opportunities by conducting a rigorous and disciplined investment process that combines the +following characteristics: +Deal Sourcing +As a leading middle-market corporate debt investment manager with approximately $22.8 billion in committed capital as of December 31, 2023 +(approximately 8.4% of which consists of the Company’s committed capital) and which has invested on behalf of institutions since 1999, the Advisor is active +in new deal financing opportunities in the middle-market segment. However, we believe that the Advisor’s real deal flow advantage comes from the proprietary +network of established relationships of its investment professionals and synergies among its professionals and portfolio companies. Members of the Advisor’s +Investment Committee for the Company (the “Investment Committee”) have long-term relationships with deal sources including investment bankers, +restructuring professionals, bankruptcy attorneys, senior lenders, high yield bond specialists, research analysts, accountants, fund management teams, the +Advisor’s advisory board, senior executive advisors, board members of former clients, former colleagues and other operating professionals to facilitate deal +flow. The Investment Committee is currently comprised of five voting members. In total, the Investment Committee consists of approximately 55 members +from the Advisor. The number of voting and non-voting members of the Investment Committee is subject to increase or decrease in the sole discretion of the +Advisor. All members of the Investment Committee attend investment meetings and are encouraged to participate in discussions. In addition, members of the +Investment Committee have relationships with other investors, including insurance companies, bond funds, mezzanine funds, private equity funds, hedge funds +and other funds which invest in similar assets. Further, the Advisor regularly calls on both active and recently retired senior executives from the relevant +industries to assist with the due diligence of potential investments. Historically, these relationships with retired senior executives have also been a valuable +source of transactions and information. The Advisor anticipates that they will continue to provide future opportunities. We believe the Advisor’s strong +relationships with its portfolio companies facilitate positive word-of-mouth recommendations to other companies seeking the Advisor’s expertise. The Advisor’s +relationships often result in the ability to access investment opportunities earlier than many of its competitors and in some cases on an exclusive basis. +Due Diligence Process +The foundation of the Advisor’s investment process is intensive investment research and analysis by its experienced staff of investment professionals. The +Advisor’s senior professionals have worked together for numerous years and we believe that they have a superior level of credit investing knowledge relative to +other credit investors. The Advisor supplements its in-house knowledge with industry experts, including CEO/CFO-level executives, with direct management +experience in the industries under consideration. The Advisor prefers these industry experts to consultants because of the practical business advice that comes +from having managed businesses. The Advisor rigorously and comprehensively analyzes issuers of securities of interest. The process includes a quantitative and +qualitative assessment of the issuer’s business, an evaluation of its management, an analysis of the business strategy and industry trends, and an in-depth +examination of the company’s capital structure, financial results and projections. The Advisor’s due diligence process includes: +• an assessment of the outlook for the industry and general macroeconomic trends; +7 \ No newline at end of file diff --git a/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_9.txt b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..de5becdc335c6dbf2785b7703dd97ef751a66f0f --- /dev/null +++ b/BlackRock/BlackRock_75Pages/Text_TextNeedles/BlackRock_75Pages_TextNeedles_page_9.txt @@ -0,0 +1,40 @@ + +• discussions with issuer management and other industry executives, including the assessment of management/board strengths and weaknesses; +• an analysis of the fundamental asset values and the enterprise value of the issuer; +• review of the issuer’s key assets, core competencies, competitive advantages, historical and projected financial statements, capitalization, +financial flexibility, debt amortization requirements, and tax, environmental, legal and regulatory contingencies; +• review of the issuer’s existing credit documents, including credit agreements, indentures, intercreditor agreements, and security agreements; and +• review of documents governing the issuer, including charter, by-laws, and key contracts. +As a part of its due diligence process, the Advisor considers sustainability-related factors that can affect the future prospects of the issuer. Since +sustainable investment options have the potential to offer better outcomes, the Advisor integrates sustainability considerations into the way it manages risk, +constructs portfolios, designs products, and engages with companies. +Structuring Originations +As an early non-bank participant in the leveraged loan market, we believe that loan origination is a core competency of the Advisor. Supplementing +industry deal teams’ experience and competency, the Advisor has a number of professionals with legal experience, including significant experience in +bankruptcy and secured credit. Deal teams work with the Advisor’s in-house legal specialists and outside counsel to structure over-collateralized loans with +what we believe to be strong creditor protections and contractual controls over borrower operations. In many cases, the Advisor works to obtain contractual +governance rights and board observer seats to protect principal and maximize post-investment returns. Deals usually include original issue discounts, upfront +fees, exit fees and/or equity participations through warrants or direct equity stakes. +Trading and Secondary Market Purchases +A key element in maximizing investment returns in secondary purchases is buying and selling investments at the best available prices. The Advisor has a +dedicated trading staff for both the highly specialized traded loan market and for high-yield bonds. Through its trading operations, the Advisor maintains its +established relationships with a network of broker-dealers in the debt securities markets. These relationships provide the Advisor with access to the trading +dynamics of existing or potential investments and assist it in effectively executing transactions. These relationships may also lead to the early identification of +potential investment opportunities for the Company. +Portfolio Management & Monitoring +The Advisor actively monitors the financial performance of its portfolio companies and market developments. This constant monitoring permits the +Advisor to update position risk assessments, seek to address potential problems early, refine exit plans, and make follow-on investment decisions quickly. We +view active portfolio monitoring as a vital part of our investment process. +We consider board observation and information rights, regular dialogue with company management and sponsors, and detailed internally generated +monitoring reports to be critical to our performance. We have developed a monitoring template that seeks to ensure compliance with these standards and that is +used as a tool by the Investment Committee to assess investment performance relative to plan. +• Deal teams maintain contact with portfolio company management through regularly scheduled and ad hoc conference calls and onsite visits. +• Deal teams review portfolio company progress relative to plan and pre-determined performance benchmarks. +• Adverse or unexpected developments, as well as consequential routine updates, are reported to the Investment Committee and thoroughly +discussed at regularly scheduled weekly meetings. If merited, the Investment Committee will hold ad hoc meetings as necessary to address urgent +issues. +• Deal teams, with Investment Committee approval, encourage portfolio company managers to catalyze events to monetize holdings for greater +return, or where needed, take corrective actions to address shortfalls to plan or benchmarks. +• All existing portfolio holdings are formally reviewed in detail by the entire Investment Committee once per quarter at the Advisor’s quarterly +portfolio review. +8 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_1.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..faf9b876a49a38de4bd982f664899d17c05b7218 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_1.txt @@ -0,0 +1,38 @@ +History +1983 +Company established end December +(capital : 6 million EUR) +1994 +Listed on the Brussels stock exchange, +now called Euronext Brussels +2005 +• First healthcare real estate investments +in Belgium +• First public-private partnership : the +Antwerp Courthouse +2011 +• Launched partnership +with MAAF for a portfolio of +283 insurance agencies +in France (Cofinimur I) +• Issued first convertible bonds +2007 +Launched partnership with AB InBev +Group for a portfolio of 1,068 pubs +and restaurants located in Belgium +and the Netherlands (Pubstone) +2012 +• First healthcare real +estate investments in the +Netherlands +• Adopted FBI status (Dutch REIT +regime) in the Netherlands +2008 +• First healthcare real estate +investments in France +• Adopted SIIC status (French REIT +regime) +• First ISO 14001 certification +1996 +Adopted Belgian SICAFI +status diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_10.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..a01ebe53ae46f9ecf8a36ed8d891cee303955a32 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_10.txt @@ -0,0 +1,115 @@ +real estate companies (Belgian law of 12.05.2014 and royal decree +of 12.07.2014). +The most relevant elements for risk factors are the debt-to-assets +ratio (limited to 65 % by regulations and 60 % by credit agree - +ments) and the assessment of concentration (see F.1.3.1 above). +Potential effects : +1. Penalties imposed by the regulator in the event of non-compli - +ance with legal obligations or the corresponding parameters +or ratios. +2. Loss of confidence from the group’s credit providers, or even +the arising of early repayment obligations for some or all loans. +Almost all of the debt instruments (representing 3.7 billion EUR +as at 31.12.2023) are indeed subject to acceleration or cross-de - +fault clauses. +F.2.3 Change in the group’s public financial rating +Cofinimmo group has a public financial rating determined by +an independent rating agency. This rating may be adjusted +at any time. Standard & Poor’s gave Cofinimmo a BBB rating +between May 2012 and May 2013. The rating was then reduced +to BBB- between May 2013 and May 2015. Since 2015, Cofinimmo +benefits from a BBB rating for its long-term debt (stable out - +look) and A-2 for its short-term debt (confirmed on 21.03.2023, +commented in the S&P bulletin on 03.05.2023 and updated on +09.10.2023). +Potential effects : +1. A rating downgrade would have a direct effect on the group’s +financing cost, and therefore on net result - group share, and +on net assets per share*. +2. A rating downgrade could also have an indirect effect on credit +providers’ willingness to lend to Cofinimmo, on its financing +cost, or on its ability to finance its growth and activities. +F.2.4 Risks arising in the event of a change of control +Most of the loan agreements (syndicated loan, bilateral loans, +bonds, etc.) concluded by Cofinimmo group include a so-called +‘change of control’ clause. This ensures that in the event of a +change of control of Cofinimmo SA/NV (or more precisely in +the event of the acquisition of control of Cofinimmo SA/NV, of +which only one shareholder currently exceeds the 5 % transpar - +ency notification threshold), lenders have the option to cancel +the loans granted and require early repayment. As Cofinimmo’s +shareholder base is widely dispersed, a change of control is a +real possibility. Belgium, and the REITs in particular, have seen +two recent examples : the acquisition of control of 100 % of the +shares and delisting of Befimmo on 06.01.2023 and the condi - +tional voluntary public tender offer on all outstanding shares of +Intervest Offices & Warehouses since 17.10.2023. +Potential effects : +1. Early repayment of loans, to be financed by significant asset +disposals, shareholder’s equity contributions in cash, or new +financing. +F.3 Legal and regulatory risks +F.3.1 RREC, FIIS, SIIC and SOCIMI regimes +Cofinimmo and some of its subsidiaries have the particular tax +status in Belgium and in France of regulated real estate company +(‘RREC’, qualified as public in the case of Cofinimmo SA/NV, and +institutional in the case of certain subsidiaries), specialised real +estate investment funds (‘FIIS’), of listed real estate investment +company (‘SIIC’), and of sociedades cotizadas de inversion en +el mercado inmobiliario (‘SOCIMI’). These statuses are reflected +in tax transparency for their activities in Belgium, France and +Spain. They are granted subject to the fulfilment of a series of +conditions determined by the Belgian Law of 12.05.2014 (‘RREC law’) +and the royal decree of 12.07.2014 (‘RREC royal decree’), together +comprising the ‘RREC legislation’, the royal decree of 09.11.2016 +on specialised real estate investment funds and the French and +Spanish legislations. There is therefore a risk of non-compliance +of the group’s activities with these regulatory requirements. In +addition, legislation may be subject to change by the legislator +(see section ‘Standing document’ on page 374). +Furthermore, when a Belgian company under common law is +absorbed by a SIR, or obtains the status of SIRI or FIIS, it is liable +for an exit tax on its unrealised capital gains and tax-exempt +reserves, at a rate lower than the common law tax rate. The exit +tax is calculated in accordance with the provisions of Belgian +circular Ci.RH.423/567.729 of 23.12.2004, the interpretation or prac - +tical application of which may be modified at any time. The real +value of a property as referred to in the circular is calculated +after deduction of real estate transfer tax or VAT. This real value +differs from (and may therefore be lower than) the fair value of +the property as provided in the IFRS balance sheet of Cofinimmo. +Potential effects : +1. In the event of non-compliance, the sanctions may go as far +as the loss of the status in question, including losing the tax +transparency benefit. This would cause a significant reduction +in net result - group share, and net assets per share*, as well +as an obligation to repay a large number of loans early. +2. A decrease in net result - group share, and net assets per +share*, in the event of an unfavourable legislative change. +3. An increase in the revenue base on which the exit tax is cal - +culated, decreasing net result – group share, and net assets +per share*. +F.3.2 Changes to social security schemes +In healthcare real estate (accounting for 74 % of contractual +rents and 75 % of investments properties), the income of tenants/ +operators is often derived from subsidies provided by the local +social security scheme, at least partially, whether directly or +indirectly. These schemes depend on national, regional or local +authorities, and are subject to reform from time to time. +Potential effects : +1. A reduction in the healthcare real estate tenants’/operators’ +solvency in the geographical area affected by any unfavour - +able reform, with an adverse impact on their ability to honour +commitments to Cofinimmo (see F.1.1.2 above). +2. A decrease in the fair value of part of the investment properties +and net assets per share* (see F.1.2.1 above). +F.3.3 FBI regime +Cofinimmo benefits (through its subsidiary Superstone) from +the ‘Fiscale Beleggingsinstelling’ (‘FBI’) status in the Netherlands, +as reflected in the tax transparency for its activities. This status +is granted subject to meeting a series of conditions deter - +mined by Dutch legislation. In early 2020, the Dutch tax author - +ities informed Cofinimmo SA/NV it would have to undergo a +shareholding test to ensure it meets the requirements for being +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +8 diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_100.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..95fd391d518a9e22c65d6e7e766970b362fb00e5 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_100.txt @@ -0,0 +1,78 @@ +ESG Management +Environment +Healthcare real estate Offices Total +Environmental strategy +Five-year portfolio renewal objective ✔ 4.4 % 8.8 % 5.0 % +Energy efficiency of buildings +Yearly energy intensity (standardised by surface area) ✔ 152 kWh/m²/year 128 kWh/m²/year 142 kWh/m²/year +GHG emissions per year, based on location ✔ 27.6 kg CO2 e/m² 21.4 kg CO2 e/m² 25.6 kg CO2 e/m² +Estimated MWh (solar energy production) ✔ 3,217 MWh 150 MWh 3,965 MWh +Cooperation with tenants to reduce the environmental impact of buildings +Buildings equipped with remotely readable meters (as % of surfaces) 66 % 67 % 66 % in healthcare +real estate and +office segments +Number of sustainable collaboration agreements (in % of surface areas) 81 % 95 % 75 % +Number of inspection visits during which aspects associated with +environment have been discussed with the occupant (in % of surface areas) +90 % 100 % 74 % +Inclusion of environmental factors in the supply chain +Number of projects with life cycle analysis Since 2016, the life cycle analysis was carried out on 11 projects. The +average value of embodied carbon is 383 kg CO 2 e/m². +Number of supplier contracts with environmental clauses concerning major +development and refurbishment projects +The supplier code of conduct refers to the environmental policy in its +entirety. Suppliers include all suppliers, vendors and service providers, +as well as general contractors, consultants, agents and others. +Commitments relate to compliance, climate change, pollution, water +use and recycling. +Issuer Programme’s +maximum amount (x +1,000,000 EUR) +Date of programme +update +Maturity date +Cofinimmo SA/NV 1,250 07.12.2021 Undefined +Energy intensity GHG intensity Water intensity Certification Average age +150 kWh/m²/year 30.1 kg CO2 e/m² 930 l/m² A 16 years +2021 Sustainable Treasury Notes +Portfolio +X 1,250 million EUR +Laan van Tergooi 8 - Hilversum +(NL) +In 2021, Cofinimmo acquired a plot of land +on the Monnikenberg campus in Hilversum, +20 km from Amsterdam, where a care clinic +was under construction. The clinic, whose +provisional acceptance took place in 2023, +houses various acute care departments +(ophthalmology, dermatology, plastic sur - +gery, ENT, oral surgery), a treatment and +diagnosis centre as well as the offices of +the supporting departments of Tergooi +(the operator), spread over a total surface +area of approximately 5,500 m². +The use of a range of sustainable tech - +niques and materials (LED lighting, solar +panels, air treatment with heat recovery, +Improvement of healthcare services : +10,659 out of 30,500 beds in the +categories nursing and care homes +(9,416 beds), psychiatric and acute +care clinics (776 beds), special care +facilities and those with assisted- +living units (467 beds) in 7 countries +(Belgium, France, Germany, Ireland, +Italy, Spain and the Netherlands). +Category +green 3 % +social 100 % +100 % +Healthcare real estate +100 % +Refinancing of part of all the +costs of 93 buildings +air/water heat pumps) help improve the +energy performance of the building (level +A+++). +98 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_11.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..69148f54056f0ba9f67aefd6610c935d92d28abc --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_11.txt @@ -0,0 +1,89 @@ +considered an FBI, which are conditional on Superstone’s activities +and shareholder structure. +In December 2021, the Dutch Ministry of Finance lifted an uncer - +tainty regarding one of the formal conditions in accordance +with recent European case law (DEKA ruling), specifically, the +condition to be met in the context of the Cofinimmo sharehold - +ing test relating to the corporate purpose. Superstone subse - +quently received confirmation of its ‘FBI’ status for the 2021 and +2022 financial years in the fourth quarter of 2023 and has taken +the necessary steps to ensure the same for the 2023 and 2024 +financial years. +Furthermore, on 20.09.2022, during the traditional ‘Prinsjesdag’ +speech, the Dutch government announced the abolition of the +FBI status for real estate companies as of 01.01.2024 (later on +this deadline was postponed to 01.01.2025). +Potential effects : +1. The 2023 accounts and the 2024 budget include the positive +impact on earnings of provisions for the risk of losing FBI status +of approximately 2 million EUR per year. +F.3.4 Preventive double taxation agreement between +Belgium and France +As at 31.12.2023, the preventive double taxation agreement signed +on 09.11.2021 between Belgium and France was not ratified by all +competent levels of power. The impact of this agreement, once +ratified, will be an increase in the ‘branch tax’ of Cofinimmo’s +French branch tax result to bring it to 25 % (compared to 5 % +currently). The agreement being applicable the year following +that of its ratification by all parties, the increase in ‘branch tax’ +will not be due in 2024 for the 2023 result. +Potential effects : +1. Upon its ratification, at the earliest in 2024, the new agreement +will be applicable (at the earliest) in 2025 and the increase in +the ‘branch tax’ that would be due in 2025 on the 2024 result +could represent an additional (unbudgeted) yearly expense +of around 5 million EUR, i.e. 0.13 EUR per share. +F.4 Risks relating to internal control +An inadequate internal control system may prevent the par - +ties concerned (internal auditor, compliance officer, risk officer, +executive committee, audit committee, board of directors) from +performing their duties, which could jeopardise the effectiveness +of internal control (see section ‘Corporate governance state - +ment’, section ‘Internal control and risk management’). In this +respect, Cofinimmo voluntarily publishes guidance (in particular +on net result from core activities - group share - per share* and +dividend per share), which is subject to internal control risks. +Potential effects : +1. The company would not be managed in an orderly and con - +servative manner, endangering the optimal allocation of +resources. +2. Shortcomings in terms of risk management, cybersecurity +included, could lead to poor protection of the company’s assets. +3. Lack of integrity and reliability of financial and management +data. +4. Shortcomings in terms of compliance with legislation (in par - +ticular regarding Article 17 of the RREC Law), as well as internal +management procedures and directives. +F.5 Environmental, social and governance risks +F.5.1 Building sustainability +The attractiveness of the Cofinimmo group’s asset portfolio +depends in particular on their sustainability (location, energy +intensity, proximity to transport modes, etc.) and their resilience +to climate change (see section ‘ESG strategy’ on page 24 of this +document). Shortcomings in this area are likely to discourage +potential tenants/operators or potential buyers. Transitional and +physical climate-related risks are likely to affect the market value +of buildings either positively (in which case they are referred +to as a ‘green premium’) or negatively (in which case they are +referred to as a ‘brown discount’). +Potential effects : +1. Vacancy rate (see F.1.3.2 above). +2. Negative change in the fair value of properties (see F.1.2.1 above), +in case of brown discount. +F.5.2 ESG transparency +Environmental, social and governance (ESG) aspects are increas - +ingly important, both in terms of the general public opinion and +for private or institutional investors. These cover many aspects, +for example the effects of the company’s activities on the envi - +ronment, the community and governance, that are assessed +according to reference frameworks that are not yet fully defined +or standardised, or that are not yet recognised by all stakeholders. +There may therefore be a risk of perceived lack of transparency +in some of these aspects, given the shortcomings. +Potential effects : +1. A deterioration of the group’s reputation among various +stakeholders. +2. Difficulty accessing capital market (debt and equity). +9 +SECTION 1  I  RISK FACTORS  I +The secret fruit is a "lemon". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_12.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..3f749ed3e4e1b6bca6e92682c13021c868f4bc30 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_12.txt @@ -0,0 +1,85 @@ +This universal registration document, which includes the annual financial +report and the ESG report, contains regulated information as defined +in the royal decree of 14.11.2007 on issuers’ obligations pertaining to +financial instruments admitted to trading on a regulated market. +This universal registration document was filed on 05.04.2024 +with the Financial Services and Markets Authority (FSMA), as the +competent authority under Regulation (EU) 2017/1129 1, without +prior approval in accordance with article 9 of that regulation. +In accordance with the same article, this universal registration +document also serves as annual financial report. The universal +registration document may be used for the purposes of a public +offer of securities or the admission of securities to trading on a +regulated market if it, along with any amendments and a securi - +ties note and summary approved in accordance with Regulation +(EU) 2017/1129, are approved by the FSMA. +ESEF +In accordance with Directive 2004/109/EC of 15.12.2004 on the har - +monisation of transparency requirements in relation to infor - +mation about issuers whose securities are admitted to trading +on a market, the universal registration document including the +annual financial report 2023 has been prepared in accordance +with the requirements of the ESEF (European Single Electronic +Format). The ESEF version is the official version and is available on +the company’s website (www.cofinimmo.be). Any other version +not in ESEF format is not an official version. +Languages +This universal registration document, which includes the annual +financial report and the ESG report, has been filed with the FSMA +in French. The Dutch and English versions are translations made +under Cofinimmo’s responsibility. Only the French version con - +stitutes legal evidence. +Availability of the universal +registration document including +the annual financial report and +the ESG report +A free copy of this universal registration document, which includes +the annual financial report and the ESG report, can be obtained +upon request by contacting : +Cofinimmo SA/NV +58 Boulevard de la Woluwedal, 1200 Brussels, Belgium +Tel. : +32 2 373 00 00 +Fax : +32 2 373 00 10 +Email : info@cofinimmo.be +1. Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14.06.2017 on the prospectus to be published when securities are offered to the public or +admitted to trading on a regulated market and repealing Directive 2003/71/EC. +This document is also available on the website +www.cofinimmo.com. +Statements +Royal decree of 14.11.2007 +Responsible persons +The following persons are responsible for the information con - +tained in this registration document : Jacques van Rijckevor - +sel, independent director, chairman of the board of directors ; +Jean-Pierre Hanin, managing director ; Jean Kotarakos, executive +director ; Françoise Roels, executive director ; Inès Archer-Toper, +independent director ; Olivier Chapelle, independent director ; +Anneleen Desmyter, independent director ; Xavier de Walque, +independent director ; Maurice Gauchot, independent director ; +Benoit Graulich, independent director ; Jean Hilgers, independent +director ; Diana Monissen, independent director, and Michael +Zahn, independent director. +The company, represented by its board of directors, declares +that it has taken all reasonable precautions to ensure that : +• the financial statements, prepared in compliance with appli - +cable accounting standards, give a true picture of the portfolio, +the financial situation and the results of Cofinimmo SA/NV and +the subsidiaries included in the consolidation ; +• the management report contains a truthful account of the +position of the business, the results and the performance of +Cofinimmo SA/NV and its consolidated subsidiaries, as well as +a description of the main risks and uncertainties they face. +Annex I to the delegated regulation (EU) +2019/980 of 14.03.2019 supplementing regulation +(EU) 2017/1129 of 14.06.2017 +Responsible persons, information from third parties, expert +reports, and approval by the competent authority +The company, represented by its board of directors, declares +that the information contained in this universal registration doc - +ument including the annual financial report and the ESG report +is, factually correct and contains no omissions that would alter +its intent and purpose. +Preliminary +remarks +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +10 diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_13.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..a6782e971522ffc5fbfaa39ed34433ad8704feff --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_13.txt @@ -0,0 +1,92 @@ +The company, represented by its board of directors, declares +that the information published in the universal registration doc - +ument including the annual financial report and the ESG report, +and originating from third parties, such as the independent real +estate valuers’ report and the statutory auditor’s reports, has +been included with the consent of the person having endorsed +its content, form, and context. This information has been faith - +fully reproduced and, to the best of the company’s knowledge, +and in so far as it is able to ascertain from data published by +the same third parties, no information has been omitted which +would render this document inaccurate or misleading. +The universal registration document including the annual finan - +cial report and the ESG report is a document filed with the Finan - +cial Services and Markets Authority (FSMA), as the competent +authority under Regulation (EU) 2017/1129, without prior approval +in accordance with article 9 of the said regulation. The universal +registration document may be used for the purposes of a public +offer of securities or the admission of securities to trading on a +regulated market if it, as well as any amendments and a securi - +ties note and summary approved in accordance with Regulation +(EU) 2017/1129, are approved by the FSMA. +Administration, management and general management +bodies +Cofinimmo SA/NV declares that, regarding the directors and/or +members of the executive committee : +• no family ties exist between them ; +• there is no information relating to (i) convictions for fraud within +the last five years, (ii) bankruptcies, receiverships, liquidations +or placing of companies under judicial administration, and +(iii) official public accusations and/or sanctions by statutory +or regulatory authorities (including designated professional +bodies), that must be disclosed ; +• no court has denied the right to hold office as a member of +the administrative, management, or supervisory bodies of an +issuer or to participate in the management or conduct of the +issuer’s business over the last five years ; +• no conflict of interest exists between their functions within +Cofinimmo SA/NV and their private interests. +Furthermore, the company is not aware of any conflicts of interest +between the duties owed to the company by the members of the +board of directors or the members of the executive committee +and the other duties or private interests of these persons. As +a Belgian listed company, the company is required to comply +with the procedures set out in article 7:96 of the CCA regarding +conflicts of interest within the board of directors and article 7:97 +of the CCA regarding transactions with related parties. +Outlook +The company, represented by its board of directors, declares that +the outlook or estimated profit was determined and prepared on +a basis comparable to the historical financial information and +in accordance with the issuer’s accounting policies. +Operation of administrative and management bodies +The company, represented by its board of directors, declares that +no service contracts are in place with the directors and/or mem - +bers of the executive committee that provide for the granting of +benefits at the end of such a contract, with the exception of a +consulting contract signed between a subsidiary of the group +and Michael Zahn (see p. 235) and the statements detailed in +the Remuneration policy, section ‘Contractual terms applicable +to the members of the executive committee’, available on the +company website. +Main shareholders +The company, represented by its board of directors, declares that : +• no directors or members of the executive committee directly +or indirectly hold a percentage of the share capital or voting +rights of Cofinimmo SA/NV that requires notification under leg - +islation on the disclosure of major shareholdings ; +• the main shareholders of Cofinimmo SA/NV do not hold dif - +ferent voting rights. +Judicial and arbitration proceedings +The company, represented by its board of directors, declares that, +over the past 12 months, no administrative, legal or arbitration +proceedings have been initiated that could have or have had +significant effects on the financial situation or profitability of +Cofinimmo SA/NV. +Significant change in the financial position +The company, represented by its board of directors, declares that +there have been no significant changes in the group’s financial +position since the end of the last financial year. +Available documents +The company, represented by its board of directors, declares +that during the period of validity of the universal registra - +tion document including the annual financial report and the +ESG report, the latest version of the articles of association of +Cofinimmo SA/ NV as well as all reports, letters and other docu - +ments, valuations and declarations established by an expert at +the request of Cofinimmo SA/NV, part of which are included or +referred to in the universal registration document including the +annual financial report and the ESG report, may be accessed +on the website www.cofinimmo.com. +11 +SECTION 2  I  PRELIMINARY REMARKS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_14.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..f0cd4dc752e9068d84c8afaa9dc75f58a734e5ee --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_14.txt @@ -0,0 +1,83 @@ +Information incorporated +by reference +The annual financial reports of the past five years (notably those +of financial years 2021 and 2022, included as reference material +in this universal registration document), which include the annual +statutory accounts, the consolidated annual accounts and the +statutory auditor’s reports, as well as the half-yearly financial +reports, can be accessed on the website www.cofinimmo.com. +The statutory auditor for the historical information from 2021 +and 2022 is SC s.f.d. SRL/BV o.v.v.e. CVBA Deloitte, Réviseurs d’En - +treprises/Bedrijfsrevisoren, represented by Mr Rik Neckebroeck, +and for 2023, the company KPMG Réviseurs d’Entreprises SRL/ +Bedrijfsrevisoren BV, represented by Mr Jean-François Kupper. +Information Document Section +Historical financial +information for the last +three financial years +Annual financial report 2023 Fully (including the key figures on page 26, the summary of the consolidated accounts +on p. 100 to 106 and the annual accounts on p. 250 to 331) +Annual financial report 2022 Fully (including the key figures on page 26, the summary of the consolidated accounts +on p. 102 to 107 and the annual accounts on p. 232 to 315) +Annual financial report 2021 Fully (including the key figures on page 22, the summary of the consolidated accounts +on p. 85 to 89 and the annual accounts on p. 223 to 315) +Statutory auditor’s +statement +Annual financial report 2023 Statutory auditor’s report on : +• The projections on p. 114-115 ; +• The consolidated accounts on p. 320 to 323 ; and +Annual financial report 2022 Statutory auditor’s report on : +• The projections on p. 116 and 117 ; +• The consolidated accounts on p. 304 to 305 ; and +• The statutory accounts on p. 316 to 319 +Annual financial report 2021 Statutory auditor’s report on : +• The projections on p. 102 and 103 ; +• The consolidated accounts on p. 300 to 303 ; and +• The statutory accounts on p. 312 to 315 +Information on +major investments +Annual financial report 2023 • Healthcare real estate : p. 36 to 61 ; +• Property of distribution networks : p. 62 to 69 ; +• Public-Private Partnerships : p. 66 ; +• Offices : p. 70 to 77 +Annual financial report 2022 • Healthcare real estate : p. 36 to 63 ; +• Property of distribution networks : p. 64 to 71 ; +• Public-Private Partnerships : p. 68 ; +• Offices : p. 72 to 79 +Annual financial report 2021 • Healthcare real estate : p. 32 to 55 ; +• Property of distribution networks : p. 56 to 59 ; +• Public-Private Partnerships : p. 60 and 61 ; +• Offices : p. 62 to 69 +Breakdown of total +revenue by type of +activity and by market +for the last three financial +years +Annual financial report 2023 Annual accounts in Note 5 (segment information) p. 264 to 269 +Annual financial report 2022 Annual accounts in Note 5 (segment information) p. 250 to 255 +Annual financial report 2021 Annual accounts in Note 5 (segment information) p. 240 to 247 +Description of financial +position and operational +results +Annual financial report 2023 • Chapter ‘Financial resources management’ p. 87 to 99 ; and +• Notes to the consolidated accounts p. 256 to 319 +Annual financial report 2022 • Chapter ‘Financial resources management’ p. 89 to 94 ; and +• Notes to the consolidated accounts p. 240 to 303 +Annual financial report 2021 • Chapter ‘Management of financial resources’ p. 79 to 84 ; and +• Notes to the consolidated accounts p. 230 to 299 +Information on personnel Annual financial report 2023 • Chapter ‘Corporate governance statement’ p. 210 ; +• Annual accounts in Note 43 p. 313 +Annual financial report 2022 • Chapter ‘Corporate governance statement’ p. 202 ; +• Annual accounts in Note 43 p. 302 +Annual financial report 2021 • Chapter ‘Corporate governance statement’ p. 192 ; +• Annual accounts in Note 43 p. 297 +Important agreements +concerning a change of +control in the event of a +takeover bid +Annual financial report 2023 • Chapter ‘Corporate governance statement’ p. 232 +Annual financial report 2022 • Chapter ‘Corporate governance statement’ p. 218 +Annual financial report 2021 • Chapter ‘Corporate governance statement’ p. 207 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +12 +The secret animal #3 is a "spider". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_15.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..cfcf90c47790e5a164ee3c62a0c6f1c69b40bc88 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_15.txt @@ -0,0 +1,3 @@ + X ‘L’Envol’, artwork by MagicStreet, installed on the façade of the office building with medical centre Trône/Troon 100 - Brussels CBD (BE) +13 +SECTION 2  I  PRELIMINARY REMARKS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_16.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf620d6886a253d3df634d94f666c8a43c321c60 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_16.txt @@ -0,0 +1,7 @@ +Resilient results in +a particular market +context + X Jean-Pierre Hanin (Chief Executive Officer) and + X Jacques van Rijckevorsel (Chairman of the board of directors) +14 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_17.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..d6ea37b7a765d568921ba719968f7b5428a2148d --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_17.txt @@ -0,0 +1,105 @@ +Cofinimmo has been acquiring, developing and managing +rental properties for 40 years. Responding to societal changes, +Cofinimmo’s permanent objective is to offer high-quality +care, living and working spaces (‘Caring, Living and Working - +Together in Real Estate’). Capitalising on its expertise, Cofinimmo +consolidates its leadership in European healthcare real estate. +The pandemic that the world has been experiencing in recent +years has highlighted the importance of the healthcare segment +for each and every one of us. Through its investments, Cofinimmo +is actively participating in the operation, maintenance, expansion +and renewal of the healthcare property portfolio in nine countries. +A balanced healthcare portfolio +During the financial year, Cofinimmo made several investments +(for 338 million EUR, or 302 million EUR excluding contributions +in kind, in line with the outlook 1), mainly in various healthcare +real estate sub-segments in Europe. Thanks to these opera - +tions, healthcare real estate assets (4.7 billion EUR) account for +75 % of the group’s consolidated portfolio as at 31.12.2023, which +reaches 6.2 billion EUR. +A sustainable growth model +Cofinimmo constantly evaluates its assets portfolio based on +the key points of its strategy and the available market oppor - +tunities. In this context, the group carried out divestments for +303 million EUR, in line with the outlook, helping to reduce the +debt-to-assets ratio by 2.4 %. These are present in all three seg - +ments of activity. +As a result, net investments reached -1 million EUR, excluding +contributions in kind, in line with the net-zero investment objective +(with a neutral impact on the debt-to-assets ratio) which had +been set for 2023 at the beginning of the year. +Cofinimmo has been adopting a proactive ESG policy for more +than 15 years. This is a real priority for the group, which once +again distinguished itself during the financial year. Cofinimmo +was included in the new Euronext BEL ESG index since its launch +in February 2023. In April, Cofinimmo’s ESG efforts were recog - +nised by the international financial press (Financial Times), with +the group being the only real estate player among the eight +Belgian groups on the list of Europe’s 500 Climate Leaders. In +addition, several ESG labels previously awarded have been +renewed and improved (EPRA Sustainability Best Practices Rec - +ommendations, GRESB Real Estate Assessment, Sustainalytics +and S&P Global CSA score), or newly awarded (Cofinimmo was +certified ‘Great Place to Work ®’ in Belgium and in Germany). Lastly, +Cofinimmo has obtained several new BREEAM certificates for +offices and healthcare real estate and, at the end of the year, +the ‘CO2 Neutral label certificate – Building label – Silver level’ for +the redevelopment of the Montoyer 10 office building (for which +Cofinimmo is also aiming to obtain a BREEAM ‘Outstanding’ cer - +tificate, already obtained for the design phase of the building). +A reinforced balance sheet structure +In terms of financing, Cofinimmo reinforced its financial resources +and its balance sheet structure over the past financial years +(cumulative capital increases of 565 million EUR in 2021 and +114 million EUR in 2022), and again during the financial year 2023 +(non-budgeted capital increases through optional dividend in +the 2nd quarter, contributions in kind in the 3 rd quarter, and con - +tribution in cash through accelerated bookbuilding – ‘ABB’ in the +4th quarter – totalling nearly 247 million EUR, and new financings +for a total of 230 million EUR). The financing operations during +this period enabled the group to improve the maturity timeta - +ble of its financial debts, to increase the amount of available +financing, and to maintain an average cost of debt* at par - +ticularly low levels. For this reason, the financing to be repaid in +2024 consists of a 100 million EUR fixed-rate credit line maturing +in April 2024 and a 55 million EUR green & social bond 2016-2024 +maturing in December 2024. As these loans were contracted on +favourable terms, they will be held by Cofinimmo until maturity. +As at 31.12.2023, Cofinimmo had close to 1 billion EUR of headroom +on committed credit lines, after deduction of the backup of the +commercial paper programme. In addition, the interest rate risk +is fully hedged as at 31.12.2023 as part of the long-term interest +rate hedging policy. +The group’s momentum in terms of investments, divestments and +financing (average cost of debt* at 1.4 %), coupled with efficient +management of the existing portfolio in transformation (occu - +pancy rate of 98.5 %, gross rental income up 5.5 % on a like-for-like +basis* due to recent indexations, which usually take place on the +anniversary date of the contract, operating margin* at 81.9 %), +enabled the company to realise a net result from core activities +– group share* of 241 million EUR as at 31.12.2023, (compared to +the 222 million EUR that were made as at 31.12.2022, i.e. an 8 % +increase). This was mainly due to the investments made, higher +than the scope effect of disposals as well as the positive effect +of contracts indexation, and the ABB mentioned above. The net +result from core activities – group share* amounts to 7.07 EUR +per share (compared to 6.95 EUR as at 31.12.2022), and takes into +account the issuance of shares in 2022 and 2023. The effect of +disposals and capital increases on this indicator is -0.32 EUR +per share and -0.40 EUR per share respectively, i.e. -0.72 EUR per +share in total for the 2023 financial year. +The net result from core activities – group share* of 7.07 EUR per +share is higher than the guidance published in the last quarterly +press release (6.95 EUR per share 2) mainly thanks to the confir - +mation of the FBI regime in the Netherlands. +‘Through its numerous development +projects, Cofinimmo is actively +participating in the extension and +renewal of the property portfolio +dedicated to healthcare in Europe.’ +1. i.e. the quarterly outlook derived from the annual outlook presented in the 2022 +universal registration document, published on 06.04.2023, and confirmed in +section 10.2 of the press release dated 27.10.2023. +2. See section 10.2 of the press release dated 27.10.2023. +15 +SECTION 3  I  MESSAGE TO THE SHAREHOLDERS I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_18.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..1cd8f476eb779724b25509a74d2eb651ab706833 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_18.txt @@ -0,0 +1,73 @@ +The net result - group share amounts to -55 million EUR (i.e. +-1.63 EUR per share) as at 31.12.2023, compared to +483 million EUR +(i.e. +15.09 EUR per share) as at 31.12.2022. This change is due to +the fact that the increase in the net result from core activities +– group share* is lower than the negative change in the fair value +of hedging instruments and investment properties – non–cash +items – between 31.12.2022 and 31.12.2023. +A contained debt-to-assets ratio +With a debt-to-assets ratio of 43.8 % as at 31.12.2023 (com - +pared with 45.6 % as at 31.12.2022 and 47.0 % as at 30.09.2023), +Cofinimmo’s consolidated balance sheet (whose BBB/Stable/A-2 +rating was confirmed on 21.03.2023 and was the subject of a +report published on 03.05.2023 and an update on 09.10.2023) +shows a strong solvency (information on main risks and uncer - +tainties are stated in the ‘Risk factors’ section of this document). +These results allow to confirm that the board of directors will +propose, during the ordinary general meeting of 08.05.2024, the +allocation of a gross dividend of 6.20 EUR per share for the 2023 +financial year, payable in May 2024. +Based on the information currently available and the assump - +tions detailed in section ‘2024 oulook’ on page 110 of this doc - +ument (gross investments of 320 million EUR and divestments +of 270 million EUR in 2024, with these net investments having +a near neutral effect on the debt-to-assets ratio), and con - +sidering the disposals carried out in 2023, Cofinimmo expects, +barring major unforeseen events, to achieve rental income, net +of rental charges* of 349 million EUR (including the effect of +divestments made in 2023 and budgeted in 2024 amounting to +around 23 million EUR) leading to a net result from core activities +– group share* of 235 million EUR (compared to 241 million EUR +as at 31.12.2023), i.e. 6.40 EUR per share for the 2024 financial year, +taking into account the prorata temporis dilutive effects of the +capital increases carried out in 2023 (approximately 0.50 EUR +per share) and the disposals carried out in 2023 and budgeted +in 2024 (approximately 0.40 EUR per share). Based on the same +data and assumptions, the debt-to-assets ratio would remain +almost stable at approximately 44 % as at 31.12.2024. This ratio +does not take into account possible changes in fair value of +investment properties (which will be determined by the inde - +pendent real estate valuers). +This outlook (provided subject to the main risks and uncertainties, +see section ‘Risk factors’) would allow the distribution of a gross +dividend (for the 2024 financial year, payable in 2025) of 6.20 EUR +per share, subject to the evolution of the net result from core +activities – group share – per share* and the evolution of the +debt-to-assets ratio. +As we celebrate Cofinimmo’s 40 th anniversary, it is worth remem - +bering that the Group owes its excellent performance to the +enthusiasm, competence and commitment of all its employees, +who spare no effort in furthering the group’s development. The +board of directors wishes to express its warmest congratulations +to the Cofinimmo teams, and to encourage them in this time of +crises (health and geopolitics) that affects us all. + X Jacques VAN RIJCKEVORSEL, +Chairman of the board of directors + X Jean-Pierre HANIN, +Chief Executive Officer +‘Cofinimmo is the only real estate +player among the eight Belgian +companies included in Financial +Times’ 500 Europe’s Climate Leaders.’ +Investment programme in 2023 (x 1,000,000 EUR - per segment) + Healthcare Offices Distribution networks Healthcare (contributions in kind) +Investments 2023 Divestments 2023 +4 -24 +-236 +-44 +250 +47 +302 -303 +36 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +16 diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_19.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..782854878b61c29ecab45adbe7c3f3fc44b6bb36 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_19.txt @@ -0,0 +1,81 @@ + Highlights +Caring +286 million EUR +Investments +9 countries +Portfolio geographical +footprint +479 million EUR +Financial envelope of ongoing +development projects in +healthcare real estate +Living +19 million EUR +Completion of the disposal of +the Cofinimur I portfolio, i.e. +approximately 111 million EUR +in total +Working +236 million EUR +Divestments carried out +With 4.7 billion EUR, healthcare +real estate accounts for 75 % +of the group’s consolidated +portfolio which reaches +6.2 billion EUR. +ESG +• Inclusion in the new Euronext +BEL ESG index since its launch +in February 2023 +• Only Belgian real estate +player included in Financial +Times’ 500 Europe’s Climate +Leaders +• Renewal and improvement +of several ESG labels, and +new certification ‘Great Place +to Work®’ in Belgium and +Germany +• Several BREEAM certifications +for offices and healthcare +real estate +• Granted the ‘CO2 +Neutral label certificate – +Building label – Silver level’ +for the redevelopment of the +Montoyer 10 office building +Operational +performance ++ 8.5 % +Increase in gross rental income over the last 12 months +Financial +structure +• Interest rate risk fully hedged +as at 31.12.2023 as part of +the long-term interest rate +hedging policy +• Capital increases +(non-budgeted) for +247 million EUR (optional +dividend in the 2nd quarter, +contributions in kind in the +3rd quarter and ABB in the +4th quarter) +• Headroom on committed +credit lines of approximately +1 billion EUR as at 31.12.2023, +after deduction of the +backup of the commercial +paper programme +2024 outlook +6.20 EUR/share +Gross dividend for the 2024 +financial year, payable in 2025 +(stable compared to 2023), +subject to the evolution +of the net result from core +activities – group share – +per share* and the evolution +of the debt-to-assets ratio +17 +SECTION 3  I  MESSAGE TO THE SHAREHOLDERS I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_2.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..ced413806e8aa6b8cb8c443436717bfe2365d5bf --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_2.txt @@ -0,0 +1,55 @@ +History +2019 +• Launched the 30³ project, aimed at +reducing the portfolio’s energy intensity +by 30 % by 2030 from 2017 levels, based +on SBTi (Science Based Targets initiative) + • Continued to accelerate investments +in healthcare real estate (almost +500 million EUR) +• First healthcare real estate investments +in Spain +• Accelerated rebalancing of the office +portfolio to the Brussels’ Central Business +District +• Over 56 % of the consolidated portfolio +invested in healthcare real estate +2020 +• First healthcare real estate investments +in Finland +• Capital increases in the amount of +nearly 143 million EUR +• Issued a first 500 million EUR benchmark +sustainable bond +• More than 700 million EUR invested, +including nearly 600 million EUR in +healthcare real estate in Europe +• 59 % of the consolidated portfolio +invested in healthcare real estate +2014 +• First healthcare real estate investments +in Germany +• Adopted RREC status in Belgium +• First sustainability report based on the +GRI index +2015 +• Capital increase with preference rights +in the amount of 285 million EUR +• Continued investing in healthcare real +estate in the Netherlands and Germany +2016 +• Continued investing in healthcare real estate +in the Netherlands and Germany +• Opened first Flex Corner® and The Lounge® +sites +• Issued green & social bonds +2018 +• Capital increase with irrevocable +allocation rights in the amount +of 155 million EUR +• Accelerated investments in +healthcare real estate +(300 million EUR) +• Initiated the rebalancing of the +office portfolio +The secret shape is a "heart". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_20.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..473b9c80930620855d6f9c23f974cf3593a9c112 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_20.txt @@ -0,0 +1,5 @@ +manage ment report + X Nursing and care home Les Jardins d’Ameline - Oupeye (BE) +18 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret object #2 is a "bottle". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_21.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..fc4437b8d99f0dd2b404c5a3d8be962b0baf3b8b --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_21.txt @@ -0,0 +1,31 @@ +manage ment report +Contents +Mission 20 +Strategy 21 +Key figures as at 31.12.2023 26 +Transactions & achievements in 2023 30 +Caring 36 +A vast and qualitative European portfolio 46 +Achievements in 2023 48 +Belgium 48 +France 50 +The Netherlands 52 +Germany 54 +Spain 56 +Finland 58 +Ireland 59 +Italy 60 +United Kingdom 61 +Living 62 +Working 70 +Composition of the consolidated portfolio 78 +Financial resources management 87 +Summary of the consolidated accounts 100 +Summary of +quarterly consolidated accounts 104 +Appropriation of statutory profits 107 +Events after 31.12.2023 108 +2024 outlook 110 +Statutory auditor’s report on the outlook 114 +19 +SECTION 4  I  MANAGEMENT REPORT  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_22.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..7bfe2c6ccbf2b6cb5dbc3d9ae8adc222c5598856 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_22.txt @@ -0,0 +1,36 @@ +‘Caring, Living and Working – Together in real estate’ is the expres- +sion of this mission. +More specifically, Cofinimmo’s mission is to : +• Promote, within its high-quality care, living, and working spaces, +exchanges that will foster inspiration and well-being through +the provision of services that anticipate the needs and aspi - +rations of their occupants ; +• Provide an inspiring work and living environment, in service +of an exciting commercial project ; +• Provide shareholders with the opportunity to make long-term, +socially responsible investments that fuel dividends as well as +returns to the community. +Beyond the stakeholders identified above, the community +itself greatly benefits from Cofinimmo’s services on many levels, +whether in healthcare, the working world, or simply in places +where people interact and share. Furthermore, Cofinimmo +contributes to enhance and renovate public and parapublic +property through large-scale projects undertaken by way of +public-private partnerships. +Mission +Responding to societal changes, Cofinimmo’s mission is +to provide high-quality care, living, and working spaces to +partner-tenants that directly benefit their occupants. + X Nursing and care home - Milton Keynes (UK) +‘The community benefits +from Cofinimmo’s +services whether in +healthcare, the working +world, or simply in +places where people +interact and share.’ + Caring, Living +and Working – +Together in real estate +20 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_23.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..e2dec7d1959e81c67012866cad8a5c69397f9378 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_23.txt @@ -0,0 +1,101 @@ +Real estate strategy +Healthcare real estate +Cofinimmo’s strategy consists in consolidating its leadership in +the European healthcare real estate segment. In this context, +Cofinimmo’s primary objective is to expand its healthcare real +estate portfolio by investing in high-quality functional build - +ings. In principle, these buildings create an elevated, predictable +and indexed cash flow within the framework of usually long- +term lease contracts. +The group’s growth goes hand-in-hand with the diversification +that is already underway, in the healthcare real estate segment. +Once limited to nursing and care homes, Cofinimmo’s healthcare +real estate portfolio grew over time through the acquisition of +other types of assets such as medical office buildings, spe - +cialised clinics, rehabilitation clinics, psychiatric clinics, etc. But +diversification was also marked on a geographical level through +the expansion of the group’s activities beyond Belgium, first in +France, then in the Netherlands and Germany and, since 2019, +in Spain, Finland, Ireland, Italy and the United Kingdom. The nine +countries in which the company is active are at different stages +of development. +As part of its healthcare real estate strategy, Cofinimmo partic - +ipates in the expansion and renewal of the healthcare property +portfolio in Europe. Several innovative projects aimed at making +residents’ stay more attractive, including encouraging interaction +with people living in the surrounding area as well as family visi - +tations. By way of example, it is worth mentioning the healthcare +campus De State Hillegersberg in Rotterdam, whose complete +renovation was completed in the 1 st quarter of 2022. Initiated in +2019, this large-scale project consisted of two pillars : the com - +plete renovation of the rehabilitation centre, and the demolition +and reconstruction of the nursing and care home. The goal of +this new site is not only to meet the residents’ needs but also +to create a central place to live for the entire neighbourhood +and, by doing so, to fight against the isolation of care-depend - +ent seniors. Part of the building is intended for local general +practitioners who receive the nursing and care home residents’ +relatives as well as local residents. The latter can also enjoy the +nice brasserie and a beautiful garden. Finally, the clinic is also +home to an innovative nursing house concept for elderly people +who still need temporary assistance after their rehabilitation. +Given the above, it is clear that the share of healthcare real estate +in Cofinimmo’s consolidated portfolio, which already represents +75 %, is bound to grow significantly in the future. +Property of distribution networks and PPPs +Property of distribution networks, public-private partnerships +(PPPs), and healthcare real estate all share the characteris - +tic of generating high, predictable, and indexed cash flows, +through long-term contracts. +The other characteristics of the property of distribution networks +portfolios are their acquisition at an attractive price as part of +sale & leaseback transactions, their usefulness as a retail network +for the tenant, the granularity of risk they carry and the potential +to optimise their composition over time. +The portfolio of pubs and restaurants leased to the AB InBev +brewery group (Pubstone) has been subject to individual ‘run of +the mill’ asset disposals since its creation. Since the end of 2021, +the portfolio of insurance agencies leased to the MAAF insurance +company (Cofinimur I) was subject to a gradual divestment +strategy per sub-portfolio clusters or per unit. The last assets +of this portfolio were sold on 06.11.2023. PPPs are intended to be +held for the long term. +Offices +Since its establishment in December 1983, Cofinimmo has been +a major player in the Brussels office market in Belgium, which +consists of different sub-segments. +It is in this market that the company has built its expertise in real +estate for 40 years. Specifically, Cofinimmo’s staff are experts in +every aspect of the building life cycle, and are well-versed in the +A to Z management of major projects. Whether it is the design, +construction, renovation, reconversion or development of sites, +the goal is always the eventual rental or sale of these assets. In +addition to the office segment, this know-how is also applied +to healthcare real estate, property of distribution networks, and +PPPs, which all benefit from the synergies created. +Having divested large single-tenant office spaces, Cofinimmo +continues its overall rebalancing strategy by carrying out selec - +tive asset arbitrage and the rebalancing of its office portfolio by +reducing holdings in Brussels’ decentralised areas and expand- +ing its holdings of high-quality buildings in the Central Business +District (CBD), and more specifically in the Leopold district (i.e. +in the vicinity of the European institutions). The vacancy rate in +this segment, which is substantially lower than the average in +the Brussels market, makes it possible to obtain higher net yields. +On 29.10.2021, Cofinimmo contributed its office branch to a +wholly-owned subsidiary called Cofinimmo Offices SA/NV. This +spin-off stems naturally from the strategy of refocusing on the +Brussels CBD, initiated in mid-2018 and is part of the execution +of the value creation strategy for the office portfolio. It allows +the capital of the subsidiary specialised in offices to be opened +up to future investors, in due time, who would then benefit from +Cofinimmo’s experienced management and investment plat - +form, while allowing the group to recycle a part of the capital +invested in this portfolio. +Strategy +Cofinimmo’s strategy is to reaffirm its leadership in the European healthcare real +estate segment. With its numerous development projects, Cofinimmo actively +participates in the expansion and renewal of the healthcare property portfolio +in Europe. +21 +SECTION 4  I  MANAGEMENT REPORT  I  STRATEGY  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_24.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..428b13988c2e1deec81a579fba4250a6423d2dc3 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_24.txt @@ -0,0 +1,56 @@ +Benefits of the strategy +for stakeholders +Cofinimmo’s strategy flows from the mission described above +as well as from the expectations of the main stakeholders +(shareholders, tenants, staff and community). +Suppliers and +community in +the broad sense +Tenants +Shareholders +Employees +Socially +responsible, long- +term investment , +generating a regular +flow of dividends +Respect and a fulfilling +work environment based +on values (we care, we +connect, we commit) and +fostering diversity +Collective and +personal development +opportunities +A healthy, well- +balanced commercial +relationship based on +mutual respect +Compliance towards supervisory +authorities ; contribution to the +well-being of local residents, +associations ; transparent, accurate +and timely information to media +and analysts +Supervisory +authorities, civil +society, media & +analysts +High-quality +care, living +and working +environments +Spaces that meet +rapidly changing +needs and aspirations +Suppliers +of goods +and services +Indirect benefits in +healthcare and the +working world or in +places where people +exchange and share +22 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret instrument is a "violin". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_25.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..67b96bca59888776842a755c2cc4d5a6e03a80ac --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_25.txt @@ -0,0 +1,59 @@ +43.8 % +Debt-to-assets ratio as at 31.12.2023 +1.4 % +Average cost of debt* in 2023 +Capital markets : equity (x 1,000,000 EUR) + Contribution in kind + Sale of treasury shares + Optional dividend + Rights Issues + Accelerated bookbuilding + Conversion of convertible bonds + Straight bonds + Convertible bonds + Green & social bonds + Commercial paper +Capital markets : debts (x 1,000,000 EUR) + + + +2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 +2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 +107 +75 +29 19 5 63 +22 11 38 +92 3333 99 103 +44 +155 +296 +31 +217 +65 +285 +180 +75 72 +98 69 32 +44 +58 36 +56 +44 +167 +173 +191 +219 +2626 +20 +10 +29 +500 500 +55 +17 +100 +50 +140 +50 +190 +70 +23 +SECTION 4  I  MANAGEMENT REPORT  I  STRATEGY  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_26.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..238c50c6719b1f5da5185d170cf7fa7da312f275 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_26.txt @@ -0,0 +1,92 @@ +Financial strategy +In order to implement the real estate strategy set out above, +Cofinimmo has developed a financing strategy based on the +following principles : +Diversification of financing sources +The group diversifies not only the type of assets and the countries +in which it invests, but also its financing sources. Cofinimmo also +pays particular attention to the alignment between its financial +strategy and its ESG objectives. Thus, Cofinimmo uses tradi - +tional or sustainability-linked bank loans, green & social loans, +‘traditional’ straight (non-convertible) bonds, convertible bonds +(the last one matured in 2021), green & social or sustainable +bonds, and both short-term and long-term sustainable com - +mercial paper programmes in its financing mix. In addition, the +company works closely with about twenty financial institutions. +Regular access to capital markets +Cofinimmo raises capital through capital increases, optional +dividends in shares, disposals of treasury shares, contributions in +kind, as well as the issuance of ‘traditional’ straight (non-convert - +ible) bonds, convertible bonds and green & social or sustainable +bonds. The two graphs on page 23 show the financing sources +used by Cofinimmo in recent years. +Debt-to-assets ratio close to 45 % +Even though the company’s RREC legal status allows a debt- +to-assets ratio (defined as financial and other debts divided by +total consolidated balance sheet assets) of at most 65 % and the +banking agreements allow a ratio of 60 %, the group’s policy is to +maintain a debt-to-assets ratio of approximately 45 %. +This level has been determined at a European level through +market standards for listed real estate companies, and is +adjusted for the long weighted average residual length of leases. +Optimisation of the duration and cost +of financing +Cofinimmo actively manages its financing sources, typically by +refinancing maturing debts in advance. In this respect, the group +strives to optimise the cost of its debt while ensuring diversi - +fication of its financing sources and monitoring the weighted +average residual maturity of its debt. +With a portion of the debt incurred at floating rate, Cofinimmo +is exposed to interest rate risk as an increase in rate could lead +to a deterioration in its financial result. This is why, Cofinimmo +partially hedges its floating-rate debt through the use of hedg - +ing instruments (IRS and caps). The objective is to secure the +interest rates over a minimum of three years for 50 % to 100 % of +the estimated financial debt. +ESG strategy +As a major real estate player in Europe, Cofinimmo has been +committed to a global ESG strategy for more than 15 years. The +ESG strategy is fully embedded in the real estate and financing +strategy. Also Cofinimmo did not wait for legal obligations to inte - +grate environmental and social considerations into its activities. +Environmental performance +The first pillar of Cofinimmo’s ESG strategy consists in improving +the energy performance and comfort standards of its buildings, +while providing a long-term environmental response to their life +cycle. The main priority is to reduce the energy intensity of the +portfolio in order to limit the impact on GHG emissions and cli - +mate change (see chapter ‘Structured approach to climate +risks’). Water management is also a key focus for the environ - +mental pillar. +Development of socially responsible healthcare +sites +The second pillar of Cofinimmo’s ESG strategy consists in con - +tributing to the development of socially responsible healthcare +sites (for example, by creating sites where several health-related +functions coexist in harmony to create genuine central living +spaces for the whole neighbourhood). Under this social pillar, +the strategy focuses on the main stakeholders : +• meeting expectations on safety of occupants through con - +struction choices and maintenance quality ; +• a two-way commitment to responsible supply chain relation - +ships with a focus on on-site safety ; +• bringing added value to society through a diverse, trained +and healthy workforce. +Sustainable balance +The third pillar of Cofinimmo’s ESG strategy consists in imple - +menting sustainability as much as possible within the limits of +economic feasibility. Profitability for investors and access to cap - +ital are material to be able to operate as a sustainable company. +Sustainable financial instruments provide an opportunity to meet +the objectives of the EU Taxonomy Regulation and ultimately of +the European Green Deal and the EU climate targets for 2030 and +2050. In accordance with its ESG strategy, Cofinimmo intends +to pursue a green and social financing policy. Specifically, the +following main objectives will be pursued : +• mitigate climate change by implementing energy conservation +measures and reducing GHG emissions ; +• renovate and/or expand the healthcare real estate portfolio +to meet current and future needs for the housing and care of +vulnerable people. +24 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_27.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1ac7039f59d3c97f0813b7db2ea35aeb5b6f2c3 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_27.txt @@ -0,0 +1,86 @@ +Holistic approach +Cofinimmo’s approach is driven by the actions it can take in +relation to the building itself, rather than focusing on consumer +behaviour. In this way Cofinimmo aims to assume its responsi - +bilities. The objectives of the development activities are to con - +struct buildings that are more energy efficient, with lower GHG +emissions, low water consumption and waste production, using +sustainable materials and offering a high level of safety to their +occupants. With regard to the sites themselves, transport and +biodiversity are also taken into account. The methods used by +Cofinimmo are compliant with European and national legislation +on energy performance, the BREEAM certification method for the +general sustainability aspects (Very Good is the target level for +existing assets) and the ISO 14001 certification specifications, in +order to choose the best compromise between sustainability +and profitability on a variety of sustainability parameters. +Energy intensity reduction as the main +driver +Cofinimmo’s strategy and business model are driven +by the reduction of the energy intensity of the portfo - +lio, both from the inside out and from the outside in. +This interaction allows, on the one hand, to reduce the +impact of the portfolio on the environment, since the +energy consumption during the use of the building is +the largest emitter of scope 3 GHG emissions. On the +other hand, buildings with better energy performance are +more attractive from a commercial point of view, offering +occupants greater comfort at lower cost. Cofinimmo’s +consumption reports have been available since 2010 +and show a 37% reduction in energy intensity since 2016. +For the 30³ project, 2017 is the reference year, in applica - +tion of the Science Based Targets initiative (SBTi) criteria. +The aim is to reduce the average energy intensity of the +portfolio by 30% by 2030. The graph below shows that +a 25% reduction has already been achieved since 2017, +all scopes combined. +Evolution of the average energy intensity of + the portfolio between 31.12.2016 and 31.12.2023 +Improve the buildings’ +energy performance and +comfort standards while +providing a long-term +environmental answer to +their life cycle + ENVIRONMENTAL +PERFORMANCE +Implement +sustainability as much +as possible within +the limits of economic +feasability SUSTAINABLE +BALANCE +Contribute to urban develop- +ment of socially responsible +sites (for example, by creating +sites where several health- +related functions coexist +in harmony to create genuine +central living spaces for the +whole neighbourhood) +DEVELOPMENT OF +SOCIALLY RESPON­ +SIBLE SITES +230 +220 +210 +200 +190 +180 +170 +160 +150 +140 +130 +kWh/m2/year +2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 +189 +226 +178179 +165 158163 +130 +-30 % +142 +-25 % +25 +SECTION 4  I  MANAGEMENT REPORT  I  STRATEGY  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_28.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..6bda2cc733f9171a7427636bb18a42890c74b1f0 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_28.txt @@ -0,0 +1,43 @@ +Key figures +as at 31.12.2023 +339 million EUR ++ 7 % +Property result +2,500,000 m2 +Total surface area +5.8 % +Gross rental yield at 100 % +occupancy +6.2 billion EUR ++ 0.5 % +Fair value of the portfolio +in 2023 in 2023 +98.5 % +Occupancy rate +13 years +Weighted average +residual lease length +Portfolio breakdown by segment Geographical breakdown +of portfolio +10 % +The Nederlands +14 % +Germany +14 % +Other* +11 % +France +50 % +Belgium +7 % +Property of distribution +networks +18 % +Offices +* ES 6 % - FI 2 % - IE 2 % - IT 3 % - UK 1 % +75 % +Healthcare real estate +Operational +26 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +The secret food is "chocolate". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_29.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..d6b8c6e1ec47d0b07e3154bbbafdf40380df0bbc --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_29.txt @@ -0,0 +1,29 @@ +1. Increase in the share price + dividend yield. +2. Publication of Standard & Poor’s at 21.03.2023, updated on 09.10.2023. +Key figures +as at 31.12.2023 +339 million EUR 2.6 billion EUR +BBB/long term & +A­2/short term +Market capitalisation +74.36 EUR +Average share price in 2023 +43.8 % +Debt-to-assets ratio +7.07 EUR/ +share +EPRA result* +98.61 EUR/ +share +Net asset value +­ 8.0 % +Gross return1 of the share in 2023, +lower than the change in the +EPRA Europe index (17.4 %) +1.4 % +Average cost of debt* +Standard & Poor’s rating2 +Financial +27 +SECTION 4  I  MANAGEMENT REPORT  I  KEY FIGURES  I +The secret kitchen appliance is a "microwave". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_3.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..ee23bedb96c4a5cf7fd0cfd02cf6cfaf4673243c --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_3.txt @@ -0,0 +1,48 @@ +2022 +• Almost 550 million EUR invested in +healthcare real estate in Europe +• 70 % of the consolidated portfolio +invested in healthcare real estate +• Capital increases in the amount of +nearly 114 million EUR +• Further disposal of part of the +Cofinimur I portfolio (property of +distribution newtorks) for more than +50 million EUR +• 76 million EUR divested in office +buildings +2021 +• Almost 1 billion EUR invested in healthcare +real estate in Europe +• First healthcare real estate investments +in Ireland, Italy and the United Kingdom +• 67 % of the consolidated portfolio +invested in healthcare real estate +• Contribution of the office portfolio into +a subsidiary +• Capital increases in the amount of nearly +565 million EUR +• Partially disposed of the Cofinimur I +portfolio (property of distribution +networks) for more than 40 million EUR +2023 +• Inclusion in the new Euronext BEL ESG +index and the Financial Times 500 +Europe’s Climate Leaders list +• Achievement of the zero net investment +target set at the beginning of the +year (with a neutral impact on the +debt-to-assets ratio) +• 75 % of the consolidated portfolio +invested in healthcare real estate +• Capital increases in the amount of +nearly 247 million EUR +• Completion of the disposal of the + Cofinimur I portfolio (property +of distribution networks) for a +total amount of approximately +111 million EUR +• 40th anniversary of the group +on 29.12.2023 +1 + I  HISTORY  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_30.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ab1442450c81af9d012fbebe8ad07790c1966b2 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_30.txt @@ -0,0 +1,19 @@ +154 employees +142 kWh/m2/year +80 % +80 % +55 % +6,787 +Average portfolio energy intensity +Part of the portfolio EPC certified +Remuneration ratio +between genders (women/men) +Part of the portfolio remotely monitored +Hours of paid training +ESG +47 % +Men +53 % +Women +28 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_31.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..5ab4814501855038f5f4ee24463c6cf9013f8b4b --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_31.txt @@ -0,0 +1,36 @@ +Consolidated key figures +(x 1,000,000 EUR) 31.12.2023 31.12.2022 31.12.2021 +Portfolio of investment properties (in fair value) 6,231 6,200 5,710 +(x 1,000 EUR) 31.12.2023 31.12.2022 31.12.2021 +Property result 338,958 317,534 293,885 +Operating result before result on the portfolio 277,703 257,067 241,318 +Net result from core activities - group share* 240,719 222,496 212,131 +Result on financial instruments - group share* -79,480 216,937 40,748 +Result on the portfolio - group share* -216,735 43,505 7,458 +Net result - group share* -55,497 482,938 260,337 +Operating margin* 81.9 % 81.0 % 82.1 % +31.12.2023 31.12.2022 31.12.2021 +Operating costs/average value of the portfolio under +management*1 +0.98 % 1.00 % 0.95 % +Weighted residual lease length (in years) 2 13 13 12 +Occupancy rate 3 98.5 % 98.7 % 98.1 % +Gross rental yield at 100 % occupancy4 5.8 % 5.6 % 5.6 % +Net rental yield at 100 % occupancy5 5.5 % 5.3 % 5.3 % +Debt-to-assets ratio 6 43.8 % 45.6 % 44.2 % +Average cost of debt* 7 1.4 % 1.2 % 1.1 % +Weighted average residual debt maturity (in years) 8 4 5 5 +1. Average value of the portfolio to which are added the receivables transferred for the buildings whose maintenance costs payable by +the owner are still met by the group through total cover insurance premiums. +2. Until the first break option for the lessee. +3. Calculated based on real rents (excluding development projects and assets held for sale) and, for vacant space, the rental value +estimated by the independent real estate valuers. +4. Passing rents, increased by the estimated value of vacant space, divided by the investment value of the portfolio (including transaction +costs), excluding development projects and assets held for sale. +5. Passing rents, increased by the estimated value of vacant space, minus direct costs, divided by the investment value of the portfolio +including transaction costs), excluding development projects and assets held for sale. +6. Legal ratio calculated in accordance with the legislation on RRECs, such as financial and other debt divided by total assets. +7. Including bank margins. +8. See chapter ‘Financial resources management’ on page 87. +29 +SECTION 4  I  MANAGEMENT REPORT  I  KEY FIGURES  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_32.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..fbc1cad2b70bb74b1d03c54a5dd5dd58b2c81573 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_32.txt @@ -0,0 +1,58 @@ +Q1 +january +Belgium +Provisional acceptance of a nursing and +care home in Grimbergen (Flemish Bra - +bant). Disposal of the Mercurius 30 office +building (Brussels periphery) for approx - +imately 6 million EUR. +Financing +Refinancing of a 90 million EUR credit line +maturing at the end of January 2023 to +bring its maturity to 2030. Subscription +of an IRS for 75 million EUR for the years +2026-2029. +february +France +Provisional acceptance of a nursing and +care home in Villers-sur-Mer (Normandy). +The Netherlands +Provisional acceptance of a nursing and +care home in Hilversum (North Holland). +Finland +Provisional acceptance of a nursing and +care home in Kuopio. +ESG +Inclusion in the new Euronext BEL ESG index. +march +Belgium +Disposal of the Georgin 2 office building +(Brussels decentralised) for approximately +29 million EUR. +Germany +Entry into scope of a healthcare site in +Kaarst (North Rhine-Westphalia). Entry into +scope of a healthcare site in Viersen (North +Rhine-Westphalia). +Spain +Construction of a nursing and care home +on a plot of land previously acquired in Dos +Hermanas (Andalusia) for approximately +12 million EUR (plot of land + works). +Financing +New 18 million EUR bilateral credit line +maturing in 2030. +ESG +Ranking within the Top 500 in the Gender +equality global report & ranking on a total +of 4,000 companies assessed. Standard +Ethics confirmed Cofinimmo’s EE+ rating +(on a scale going from EEE to F), which the +company has since 2015. +Transactions & +achievements +in 2023 + X Nursing and care home Villa Batavia - +Grimbergen (BE) +30 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_33.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..336f230d4d72a09102a2eab766d0e8be308523b5 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_33.txt @@ -0,0 +1,68 @@ +Q2 +april +Belgium +Disposal of a mixed-use site located +Woluwelaan 151 (Brussels periphery) for +approximately 10 million EUR. +Finland +Provisional acceptance of the second +part of a nursing and care home in +Kuopio. Provisional acceptance of a +nursing and care home in Raisio. +Financing +Signature of the extension for 210 million EUR +of the sustainability-linked syndicated loan +for one additional year to bring its matu - +rity to 19.05.2028, with no impact on credit +spreads. +ESG +Inclusion in the Financial Times’ Europe’s +500 Climate Leaders for 2023 (only Belgian +real estate company among 27 European +real estate companies). +may +Belgium +Granting of a 99-year leasehold right on +the office building located rue de la Loi/ +Wetstraat 57 (Brussels’ CBD) for approxi - +mately 36 million EUR. +The Netherlands +Acquisition of medical office building +in Sittard (Limburg) for approximately +5 million EUR. +june +Belgium +Signature of a private agreement relat - +ing to the granting of a 99-year leasehold +right on the Science/Wetenschap 41 office +building (Brussels’ CBD) for approximately +12 million EUR. Signature of a private agree - +ment relating to the divestment of the +Brand Whitlocklaan 87-93 office building +(Brussels decentralised) for approximately +12 million EUR. The closing took place at the +end of August. Disposal of the Woluwe 58 +office building (Brussels decentralised) for +approximately 12 million EUR. Acquisition +of the Loi/Wet 89 office building (Brussels’ +CBD) for approximately 7 million EUR. +Finland +Provisional acceptance of a nursing and +care home in Helsinki. +Financing +Capital increase through optional divi - +dend. A total of 31 % of the 2022 dividend +coupons were contributed to the capital +against new shares. This resulted in the +issue of 599,974 new shares for a total +amount of 44.3 million EUR. Subscription of +an IRS for 100 million EUR for 2026. +ESG +Two new BREEAM In-Use certifications for +nursing and care homes in Spain, one Very +Good and one Excellent. + X Aerial view of a nursing and care home - Helsinki (FI) + X Medical office building - Sittard (NL) +31 +SECTION 4  I  MANAGEMENT REPORT  I  TRANSACTIONS & ACHIEVEMENTS  I +The secret sport is "surfing". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_34.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..9bf633590caa00926f32286d23c88096c95581f3 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_34.txt @@ -0,0 +1,83 @@ +Q3 +july +Belgium +Provisional acceptance of a nursing and +care home in Oudenburg (West Flanders). +Acquisition of a nursing and care home in +Oupeye (Liège/Luik) through a contribu - +tion in kind of all the shares of the com - +pany owning the site for approximately +30 million EUR. In this context, 400,472 new +shares were issued. +Spain +Construction of a nursing and care home +on a plot of land previously acquired in +Valladolid (Castille and Leon) for approxi - +mately 14 million EUR (plot of land + works). +Ireland +Acquisition of a nursing and care home +in Limerick through a contribution in kind +of the receivables resulting therefrom for +approximately 7 million EUR. In this context, +101,495 new shares were issued. +Financing +Subscription of three new IRS for +50 million EUR each, in order to increase its +hedging for the year 2026 (100 million EUR) +and the years 2028-2030 (50 million EUR). +ESG +Two new BREEAM In-Use certifications for +office buildings in Brussels, one Good and +one Very Good. +august +Belgium +Signature of a private agreement relating +to the disposal of the Nerviens/Nerviërs 105 +office building (Brussels’ CBD) for approx - +imately 20 million EUR. The notorial deed +was signed at the end of August 2023. +ESG +New BREEAM In-Use Excellent certification +for a nursing and care home in Spain. +september +Belgium +Divestment of one nursing and care +home in Balen (province of Antwerp) +and one in Aartselaar (Antwerp) for +approximately 31 million EUR. +France +Cofinimmo becomes the majority share - +holder in a property company ‘SCI Foncière +CRF’, following the increase of its stake in the +capital of this property company created +by the French Red Cross by 13 million EUR. +The Netherlands +Construction of an eco-friendly nursing +and care home in Vlijmen (North Bra - +bant) for approximately 9 million EUR (plot +of land + works). +Spain +Provisional acceptance of a nursing and +care home in Tarragona (Catalonia). +Financing +Consolidation of a 72 million EUR credit line +maturing in 2030 deriving from the con - +solidation of the property company ‘SCI +Foncière CRF’. Subscription of an IRS +for 75 million EUR covering the years +2028-2030. +ESG +Received for the tenth consecutive year a +Gold award for the application of the EPRA +Sustainability Best Practices Recommen - +dations in the 2022 annual financial report +and a Gold award for the application of +the EPRA Sustainability Best Practices Rec - +ommendation.s in the 2022 ESG Report. +S&P Global CSA score for 2023 confirmed +at 54/100. + X Nursing and care home - Kuopio (FI) + X Render of the future nursing and care +home - Valladolid (Castile & León - ES) +32 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_35.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..6494cfa7a42148f13d177f196cd3f902f8240694 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_35.txt @@ -0,0 +1,68 @@ +Q4 +october +Financing +Capital increase in cash via accelerated +bookbuilding. The gross amount of the +capital increase amounted to approxi - +mately 167 million EUR, for which 2,785,805 +new shares were issued. Refinancing of a +50 million EUR credit line maturing at the +end of January 2024 to bring its matu - +rity to 2029. Extension of two credit lines +for a total amount of 90 million EUR for +one additional year to bring its maturity +to 2028. +Germany +Acquisition of to an eco-friendly healthcare +campus in Viersen (North Rhine-West - +phalia) for 5 million EUR. +ESG +Improvement of the ‘standing investment +score GRESB Real Estate Assessment’ +to 77/100 for 2023. Improvement of the +rating granted by Sustainalytics to 11.1. +november +France +Completion of the disposal of the port - +folio of insurance agencies leased to +the French group MAAF (Cofinimur I) and +which was launched in September 2021. +Financing +Extension of two credit lines for a total +amount of 25 million EUR for one additional +year, brining its maturity to 2034. +december +Belgium +Signature of a notary deed relating to +the granting of a 99-year leasehold right +on a nursing and care home in Walshoutem +(Flemish Brabant) for approximately +11 million EUR. Provisional acceptance of a +nursing and care home in Juprelle (Liège/ +Luik). Divestment of a nursing and care +home in Ransart (Hainaut) for 2 million EUR. +Signature of a notarial deed relating to +the granting of a 99-year leasehold right +on the office buildings located Stations - +straat 100, 102-108 and 120 in Mechelen/ +Malines (Antwerp) for approximately +27 million EUR. Divestment of four assets +in the Park Hill office building complex in +Brussels periphery, the Hermann-Debroux +44-46 office building and full ownership of +the Everegreen office building in the Brus - +sels decentralised area, for approximately +60 million EUR. +France +Signing of sales agreements relating to +two healthcare sites in Sartrouvllle (Île- +de-France) and Jurançon (Pyrénées- +Atlantiques) for 5 million EUR. +Financing +Subscription of an IRS for 200 million EUR +covering the years 2029-2030. +Group +40th anniversary of the group. + X Nursing and care home - Tarragona (Catalonia - ES) +33 +SECTION 4  I  MANAGEMENT REPORT  I  TRANSACTIONS & ACHIEVEMENTS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_36.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..553539436b2db32072f7810f9204834b9f1672ff --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_36.txt @@ -0,0 +1,5 @@ +caring, living, +working +-Together in Real Estate - +34 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_37.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..b35b66fdad45eea8590d09ac19e7f7947a0d227c --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_37.txt @@ -0,0 +1,24 @@ +75 % +caring +To be a leading European +healthcare REIT with a +top quality portfolio, also +participating in innovative real +estate concepts addressing +healthcare challenges +7 % +living +An opportunity-seeking +approach with long-term +income +18 % +working +Creating value through +capital recycling +A portfolio exceeding +6.2 billion EUR managed +from Brussels, Paris, Breda, +Frankfurt and Madrid. +Breakdown of the consolidated portfolio +35 +SECTION 4  I  MANAGEMENT REPORT  I  CARING, LIVING, WORKING - TOGETHER IN REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_38.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..0a58202d8336dbe6a1d786e69592f209fa5a9c7f --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_38.txt @@ -0,0 +1,4 @@ +caring +36 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +The secret tool is a "ruler". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_39.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..88ff76134e77f1c08f4833b79c285fc4793b22da --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_39.txt @@ -0,0 +1,11 @@ +To be a leading European +healthcare REIT with +a top quality portfolio, +also participating in +innovative real estate +concepts addressing +healthcare challenges +caring + X Nursing and care home Neo -Rocourt (BE) +37 +SECTION 4  I  MANAGEMENT REPORT  I  CARING  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_4.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..fb8c8f08fa598316d9d8234c15219e9767bd10d1 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_4.txt @@ -0,0 +1,31 @@ + X Nursing and care home – Raisio (FI) +About +Cofinimmo +The pandemic that the world has been +experiencing in recent years has highlighted the +importance of the healthcare sector for each and +every one of us. Through its investments, +Cofinimmo is actively participating in the +operation, maintenance, expansion and renewal +of the healthcare property portfolio in Europe. +Cofinimmo has been acquiring, developing and managing rental properties for 40 years. +The company has a portfolio spread across Belgium, France, the Netherlands, Germany, +Spain, Finland, Ireland, Italy and the United Kingdom with a value of approximately +6.2 billion EUR. Responding to societal changes, Cofinimmo’s mission is to provide +high-quality care, living, and working spaces to partner-tenants that directly benefit +their occupants. +‘Caring, Living and Working - Together in Real Estate’ is the expression of this mission. +Thanks to its expertise, Cofinimmo has assembled a healthcare real estate portfolio +of approximately 4.7 billion EUR in Europe. +As an independent company applying the highest standards of corporate governance +and sustainability, Cofinimmo offers tenant services and manages its portfolio through +a team of approximately 155 employees in Brussels, Paris, Breda, Frankfurt and Madrid. +Cofinimmo is listed on Euronext Brussels (BEL20) and benefits from the REIT status in +Belgium (RREC), France (SIIC) and the Netherlands (FBI). Its activities are supervised +by the Financial Services and Markets Authority (FSMA), the Belgian regulator. +Fair value of the porfolio on 31.12.2023 +6.2 billion EUR +Cofinimmo is active in +9 countries +2 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_40.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..8cd155bad9473ab6f8b401e85658ac49e7ecb90b --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_40.txt @@ -0,0 +1,28 @@ +Highlights +75 % +of the consolidated portfolio +99.4 % +Occupancy rate +30,500 +Number of beds +316 +Number of assets +5.6 % +Gross rental yield +286 million EUR +invested in 2023 +152 kWh/m² +Annual energy intensity of +the covered segment +4.7 billion EUR +Fair value of the portfolio + 1,860,000 m2 +Surface area +18 +Buildings with +BREEAM certification +15 years +Weighted average +residual lease length +38 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_41.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..04a1e51facd8625b80fccf33f41687f88409551f --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_41.txt @@ -0,0 +1,29 @@ +18 +Buildings with +BREEAM certification +Cofinimmo is a leading investor +in healthcare real estate in +Europe with a portfolio spread +over nine countries and +consisting of 316 assets that +cover the full spectrum of care, +from primary to acute care and +skilled nursing facilities. The group +intends to further strengthen this +position in the coming years. +36 % +Belgium +15 % +France +11 % +The Netherlands +19 % +Germany +19 % +Others* +* ES 8 % - FI 3 % - IE 2 % - IT 5 % - UK 1 % +Breakdown of the healthcare portfolio +by country (at fair value - in %) + X Healthcare campus - Kaarst (DE) +39 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_42.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..b121912fed3f956af5b3fd88a043cc09d5151ef8 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_42.txt @@ -0,0 +1,101 @@ +Segment characteristics1 +The healthcare real estate segment is characterised by +strong growth potential, a favourable regulatory environment +and long-term leases with specialised operators. However, it +should be noted that the nine countries in which the company +is active are at different stages of development. +On the investment side, healthcare assets have been increasingly +popular first in Belgium and France, and, a few years after, in +other European countries, like Germany and the United Kingdom. +More recently, the same phenomenon was observed in Spain, +Italy, the Netherlands and Ireland, resulting in a compression of +initial real estate yields in recent years. +Strong growth potential +Demographic trends and changes in lifestyles : +an ageing population and a growing need for specialised +care facilities +Population ageing is a growing evolution in most European coun - +tries. In Europe, the proportion of people aged 65 and over should +reach 29 % of the total population by 2050 and people aged 80 +and over should reach 11 % of that same population. +According to current projections, the proportion of the population +aged 65 and over will grow faster in Spain and Ireland than in +other European countries. As a result, the demand for care and +accommodation for dependent older people in these countries +is expected to grow faster than elsewhere in Europe over the +next few years. In Ireland, for example, bed capacity currently +reaches approximately 32,000 beds and is expected to increase +by around a third by 2030 to reach a level comparable with most +other Western European countries. +Although the number of independent seniors within this category +is increasing, population ageing will nevertheless be accompa - +nied by a considerable increase in the number of dependent +elderly. Consequently, this situation will lead to a greater need +for beds in specialised healthcare facilities. +It is estimated that by 2030-2035 approximately 35,000 addi - +tional beds will be necessary in Belgium to meet growing +demand. This number will reach 100,000 in France, 150,000 in +Spain and almost 160,000 beds in Germany and 600,000 in Italy, +with the latter having the lowest accommodation capacity in +Europe. In addition to these, there is also a large proportion of +outdated buildings to be rebuilt, estimated at between 10 % and +25 % depending on the geographies.. +In the United Kingdom, population over 85 is set to increase by +almost 25 % by 2030. The country would require an additional +200,000 beds in nursing and care homes by 2050 to reach a +capacity comparable to that of most other West European +countries. +1. Sources : Cushman & Wakefield, Degroof Petercam, Eurostat, ONS, Knight Frank, ABN Amro, Real Capital Analytics, CBRE. +2. See Orpea’s press release dated 20.03.2024. +Budgetary constraints : +a search for less costly solutions for society +At the same time, in the nine countries where Cofinimmo oper - +ates, healthcare expenditure accounts for a significant share of +GDP. This share ranks between 6.5 % and 13 %, depending on the +country. In a context of budget restrictions, the organisation of +care is subject to further rationalisation and private players are +increasingly taking over from the public sector in this segment. +New and more modern structures, more suitable for the needs +of the patients and less expensive, are created to respond to +this trend and generate a demand increase for healthcare real +estate financing. +Professional healthcare operators +There are three types of operators in the healthcare segment : +public operators, non-profit sector operators and private oper - +ators. The breakdown in market share between these various +players varies from one country to the other. +Belgium has the most balanced situation in the nursing and +care homes segment with each type of operator representing +one third of the market. Conversely, in other countries there is +a virtual monopoly, whether in the non-profit sector, as in the +Netherlands, or in the private sector, as in Ireland and the United +Kingdom, with approximately 80 % of beds. +Finally, Germany, France, Spain, Finland and Italy have inter - +mediary situations with private service providers representing +between approximately 19 % of beds in Italy and approximately +45 % of beds in Germany and Spain. +In the private sector, whether in Belgium or France, and more +recently in Germany and Spain, there is a move towards consol - +idation between operators to create groups on a European level. +The most striking example is the merger in 2014 of two French +operators Korian and Medica, followed by acquisitions in other +countries, which resulted in a group operating today approx - +imately 91,800 beds spread over 1,326 sites in seven countries. +Meanwhile, Korian has become a ‘company with a mission’ under +the new name Clariane. We should also mention the acquisi - +tion of Armonea by the French group Colisée in February 2019, +which led to a total of 383 sites in Europe for a total capacity +of 32,500 beds. +Consolidation provides operators with a better distribution of +risks, easier access to financing, more regular contact with the +public authorities and certain economies of scale. These clusters +are regularly financed by the sale of real estate thus creating +an appetite for healthcare real estate. +Situation of some healthcare operators +As a reminder, the investigations carried out in France in some +nursing and care homes of Orpea , a French operator active in +the care of elderly people recently rebranded as ‘Emeis’ 2, led to +the publication, in the spring of 2022, of several detailed reports, +both by the competent authorities and the operator in question. +40 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_43.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..1227afe8fbca2ffd5dc26f71c11a361cbf49c9db --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_43.txt @@ -0,0 +1,88 @@ +Since the summer of 2022, corrective actions relating to the +company’s operations and strong governance decisions – such +as the appointment of an almost completely overhauled exec - +utive committee and new directors – have been implemented. +These actions culminated in the restructuring plan ‘Orpea +changes with you and for you’. +The various stages 1 of an amicable conciliation procedure +resulted in the restructuring of Orpea’s financial debt, the obtain - +ing of new financial resources and the adjustment of its cove - +nants, within a stable and legally secure framework. Between the +4th quarter of 2023 and the 1 st quarter of 2024, Orpea 2 carried out +three capital increases for a total of approximately 3.8 billion EUR. +All of this should enable the group – in which the French state +now has a majority stake (50.81 %) via the Caisse des Dépôts +et Consignations (CDC) – to continue implementing its reor - +ganisation strategy, for the benefit of its employees, residents +and their families. In addition, on 16.02.2024, Orpea published an +annual revenue of 5.2 billon EUR for 2023, this is 11 % higher than +the previous year, as well as a +1.5 point average occupancy +rate growth compared to 2022. +As a reminder, Orpea represents 6 % of Cofinimmo’s rental income +at 31.12.2023 (Belgium 2.4 %, France 1.5 %). +In Germany, Cofinimmo was informed in the 1st quarter of 2023 that +three private nursing and care home operators, Curata, Convivo +and Novent, had filed for insolvency. Cofinimmo’s exposure to +these operators, as owner, is very limited (respectively less than +0.2 % of the contractual rents for Convivo and Novent and less +than 1 % of the contractual rents for Curata). In the meantime, +the competent court in Berlin has approved the termination of +Curata’s insolvency proceedings with effect from 30.09.2023. +This means that the new leases signed with the Curata group +(whose conditions are in line with the outlook) can now be con - +siderate as firm. They enable the operator to continue operating +three of the four sites owned by Cofinimmo and leased to the +Curata group. Regarding Novent, in November 2023 Cofinimmo +signed a new contract with the operator Noventus (now acquired +by Inter Pares), on terms in line with the outlook and with certain +elements still to be finalised. As far as Convivo is concerned, +Cofinimmo continues its constructive discussions to contribute, +on its own scale, to a solution for the site. +Regulatory environment +Healthcare financing is highly regulated given that the public +sector is involved. This is particularly the case for the nursing +and care homes. In Belgium and France for example, opening or +expanding a nursing and care home requires prior authorisation +to operate a given number of beds. This authorisation is issued +by the public authorities. As they finance up to 50 % of housing +and care costs, the number of authorisations granted per geo - +graphical area is limited in function of the needs of each area. +1. See Orpea’s press releases dated 26.10.2022, 15.11.2022, 01.02.2023, 13.02.2023, 14.02.2023, 08.03.2023, 13.03.2023, 24.03.2023, 28.06.2023, 13.07.2023, 24.07.2023, 26.07.2023, +11.10.2023, 13.11.2023, 06.12.2023, 15.12.2023, 22.12.2023, 18.01.2014 and 16.02.2024. +2. On 20.03.2024, Orpea has announced the rebranding of its name to ‘Emeis’. +Breakdown of the consolidated healthcare portfolio +by building age (as at 31.12.2023 - at fair value) +0-5 years 6-10 years 11-15 years > 15 years +35 +30 +25 +20 +15 +10 +5 +0 +29.9 % +25.2 % +22.4 % 22.4 % +286 million EUR +investments made in Europe in 2023 +25 +20 +15 +10 +5 +0 +20 +Average : 15 +8 +Weighted average residual lease length per +country until the first possible break option +(at 31.12.2023 - in years) +France Netherlands Other* Belgium Germany +17 +10 +16 +(* ES 20 – FI 16 – IE 13 – IT 7 – UK 33) +41 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +The secret animal #1 is a "giraffe". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_44.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..33e9d5a22ff9f07db599ad60c1b05fc9489f8696 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_44.txt @@ -0,0 +1,113 @@ +Strategy implementation +Asset acquisitions +In due diligence reviews, in addition to the usual aspects of +technical quality, legality and environmental compliance, each +healthcare property studied by the group is also subject to a +rating related to its use as a healthcare asset. This rating is +based on various factors : +• catchment area : integration of the asset into its environment +and its role in the healthcare delivery chain ; +• intrinsic qualities : size of rooms and other areas, terrace or +garden, luminosity, functionality for residents/patients and +medical/care staff, etc. ; +• ESG : green spaces, building safety, climate risks, compliance +with regulatory requirements, soil status, energy efficiency and +GHG emissions, flooding risk, health and well-being. ; +• operator-tenant : experience level, care quality, reputation, +financial solidity, etc. ; +• location : vehicle access, public transport, level of local +taxes, etc. ; +• financial : rent level, duration of lease, etc. +• environment : presence of shops, pleasant view, standard +of living, complementary care offer in the surrounding area, +future demographics, etc. +(Re)development projects +Cofinimmo’s real estate expertise and integrated approach ena - +bles the company to support the growth of healthcare operators. +The services offered range from simple financing to larger-scale +projects which include design, construction and delivery of new +buildings. The group has an experienced team which includes +financial, technical, and legal expertise, and remains abreast of +the latest developments in healthcare real estate. +(Re)development activity enables Cofinimmo to carry out other - +wise inaccessible projects, retain operator-tenants, ensure that +appropriate levels of asset quality are maintains, and create +overall value. +Proximity to clients +Cofinimmo endeavours to build close and sustainable +relationships with its tenants to ensure client satisfaction +and loyalty (see the section ‘Stakeholder dialogue as driver +force for transition’). Property management is internalised +and carried out by Cofinimmo’s operational teams. The tech - +nical teams, made up of industrial and civil engineers, archi - +tects and interior designers, supervise the renovation work. +The accounting teams prepare the rental and tax statements. +The management teams maintain commercial dialogue and +monitor the application of leases. The legal department draws +up the rental contracts and monitors any disputes. +Asset arbitrage +For several years now, Cofinimmo has followed a selective asset +arbitrage policy for its most mature markets, such as Belgium +and France. The policy consists of selling non-strategic assets +and reinvesting the funds in other assets which better match +the group’s priorities. This enables the company to take advan - +tage of certain investors’ growing appetite for this type of asset, +while optimising the composition of its portfolio. +X ESG +Cofinimmo intends to fully carry out its social and environ - +mental responsibilities. +When acquiring an asset, Cofinimmo considers factors such +as soil pollution, the presence of asbestos, the location, and +the risk of flooding. In the countries in which it operates +and for this segment, legislation on energy performance +targets is increasingly restrictive. Therefore, Cofinimmo sys - +tematically considers the energy performance and the life +cycle of a building and implements a long-term strategy by +examining its projects, usually 30 years into the future, which +is a sign of real partnership with operators. A risk analysis is +conducted within the framework of each acquisition case file. +The management of (re)development projects in health - +care real estate, the decisions and actions taken by +Cofinimmo have a significant impact on the sustainability +of assets. Firstly, because Cofinimmo, by developing tai - +lor-made, innovative and comfortable buildings, endeav - +ours to best meet the changing accommodation and care +needs of vulnerable or dependent people. Secondly, because +Cofinimmo favours the use of modern techniques and sus - +tainable materials to reduce the carbon footprint of the +buildings constructed. Finally, because Cofinimmo ensures +the proper integration of buildings in the neighbourhood, +by paying specific attention to the diversity of healthcare +sites and to aesthetics. +In this context, BREEAM certifications ensure a very high level +of sustainability. For example, August 2023, a nursing and +care home in Sarriguren (Navarre, Spain) received a BREEAM +In-Use excellent certification. In addition, the nursing and +care care home in Tarragona (Catalonia, Spain), whose +provision acceptance took place in the third quarter of 2023, +received a BREEAM New Construction Excellent certification +in November 2022. +On the other hand, Cofinimmo has moderate influence in +projects developed by operators. In that case, Cofinimmo +acts more as an adviser in the area of sustainable con - +struction, seeking innovative solutions making the gradual +improvement of the property portfolio possible, at a pace +and in line with budgets that are acceptable to operators. +Energy performance certification is completed systemati - +cally in order to objectively measure the portfolio evolution. +Cofinimmo’s influence in terms of sustainability in the day- +to-day management of healthcare assets is rather indirect. +Here, the majority of the assets are managed largely auton - +omously by operators-tenants, who decide in particular on +the type of upkeep and maintenance works to be carried +out. Nevertheless, Cofinimmo endeavours to automatically +include the data relating to the energy and water consump - +tion of buildings in the environmental accounting system in +order to raise awareness among operators. As medical office +buildings are under Cofinimmo’s operational control, it ena - +bles more in-depth consumption analysis and monitoring. +The main criteria used to make a divestment decision include +the asset size, age, location, operations, energy performance +and residual lease length. +42 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_45.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..05346032f0802cabe643413c5ce25dcc59a2519f --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_45.txt @@ -0,0 +1,60 @@ +Healthcare system + Supra-Regional + Regional + Local community +Regulators +Govt. +Hospitals +Medical +Colleges +Rural +Hospitals +Multi-Speciality +ClinicsPrimary +Healthcare +Diagnostic +Centres +General +Practioners Pharmacies +Home +Care +Blood +Banks +Nursing Homes +Small Private +Hospitals +Rehab +Clinics +Super-Speciality +Hospitals +Multi-Speciality +Hospitals +Insurance +Sub­segment Share in the +healthcare +real estate +portfolio +Facility type Year of entry +2005 +2008 +2012 +2014 +2019 +2020 +2021 +2021 +2021 +Cure centres 14 % +Acute care clinics +Rehabilitation clinics +Psychiatric clinics +Primary care 3 % Medical office buildings +Care centres 81 % +Nursing and care homes +Assisted living +Disabled care facilities +Others 2 % Mainly sport & wellness centres +Breakdown of the portfolio by type of asset +(as at 31.12.2023 - based on a fair value of 4,666 million EUR - in %) +43 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_46.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..ef923c48a367fa79bb680dbc73aecc08ff29a264 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_46.txt @@ -0,0 +1,103 @@ +Committed investment programme in healthcare real estate +Project Type +(of works) +Number +of beds +Surface +area +(in m2) +Estimated +completion +date +Total +invest­ +ments +Total +invest ­ +ments +as at +31.12.2023 +Total +invest­ +ments +in 2024 +Total +invest­ +ments +after +2024 +(after works) (x 1,000,000 EUR) +ONGOING DEVELOPMENT PROJECTS +Belgium +Genappe Construction of a nursing and care home 112 6,000 Q3 2025 19 13 1 5 +Marche-en-Famenne Renovation and extension of a nursing +and care home +120 7,600 Q4 2024 8 7 1 0 +France +Fontainebleau Redevelopment of a nursing and care home 1001 6,500 Q2 2024 17 15 2 0 +The Netherlands +Vlijlmen Construction of a care clinic 30 2,100 Q1 2025 9 3 5 1 +Hoogerheide2 Construction of a nursing and care home 138 7,400 Q1 2024 26 26 0 0 +Spain +Palma de Mallorca +(Balearic Islands) +Construction of a nursing and care home 157 7,000 Q4 2025 16 12 3 1 +Alicante (Valencia) Construction of a nursing and care home 150 7,300 Q2 2024 14 14 0 0 +Oviedo (Asturias) Construction of a nursing and care home 144 6,500 Q3 2025 12 9 2 1 +Elche2 (Valencia) Construction of a nursing and care home 150 6,000 Q1 2024 8 8 0 0 +Castellón de la Plana (Valencia) Construction of a nursing and care home 136 5,900 Q4 2024 12 10 2 0 +Córdoba (Andalusia) Construction of a nursing and care home 162 7,300 Q2 2025 15 8 6 1 +Murcia (Murcia) Construction of a nursing and care home 150 6,700 Q2 2024 14 14 0 0 +Tomares (Andalusia) Construction of a nursing and care home 180 8,400 Q3 2024 13 10 3 0 +Ourense (Galicia) Construction of a nursing and care home 116 5,200 Q2 2025 +23 10 9 4Santa Cruz de Tenerife +(Canary Islands) +Construction of a nursing and care home 124 5,700 Q4 2025 +Maracena (Andalusia) Construction of a nursing and care home 180 9,100 Q3 2025 13 5 6 2 +Dos Hermanas (Andalusia) Construction of a nursing and care home 135 7,700 Q4 2025 12 3 7 2 +Valladolid (Valladolid) Construction of a nursing and care home 160 8,100 Q2 2025 14 3 9 2 +El Cañaveral3 (Madrid) Construction of a nursing and care home 165 7,000 Q4 2025 15 0 11 4 +Finland +Rovaniemi Construction of a nursing and care home 56 3,500 Q2 2024 9 7 3 0 +SUB­TOTAL INVESTMENT PROPERTIES 270 180 69 21 +Germany +North Rhine-Westphalia Development of 5 eco-friendly healthcare +campuses +680 62,000 2024-2025 188 12 162 14 +Spain +Vicálvaro (Madrid) Construction of a nursing and care home 132 5,500 Q2 2024 11 7 3 0 +Jaén (Andalusia) Construction of a nursing and care home 160 6,700 Q2 2024 10 8 2 0 +TOTAL INVESTMENT PROPERTIES, NON­CURRENT FINANCIAL ASSETS, +FINANCE LEASE RECEIVABLES AND ASSOCIATES +479 207 237 35 +Diversification +Cofinimmo actively seeks to diversify its portfolio, which takes +place at three levels : +• by country : the group currently holds healthcare assets in +Belgium, France, the Netherlands, Germany, Spain, Finland, Italy, +Ireland and the United Kingdom ; +• by operator-tenant : Cofinimmo has more than 70 healthcare +operators in its client-tenant database ; +• by asset type : the group’s healthcare real estate portfolio +includes nursing and care homes, assisted-living units, reha - +bilitation clinics, psychiatric clinics, medical office buildings, +care centres for the elderly or the disabled, acute care clinics, +and sport and wellness centres. +This diversification ensures that the group is not too dependent +on any given financing or social security system. +Follow-up of the financial and environmental +performance of acquired sites +Cofinimmo receives financial data reports from its operators +for each site periodically. This enables Cofinimmo to assess the +financial sustainability of each operation and, including the rent +hedging by the operational cash flow (‘EBITDAR’) generated by +the site. A comparison of the prices paid by residents/patients +for housing and by the authorities for care services enables the +ranking of each operation compared to similar sites, and provides +an evaluation of the risk associated with acquiring new units. +1. Corresponding to 90 beds and 10 day-care units. +2. Project delivered after 31.12.2023, see section ‘Events after 31.12.2023’. +3. Project announced after 31.12.2023, see section ‘Events after 31.12.2023’. +44 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret animal #2 is a "penguin". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_47.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..3240343862ad2f7343769c8218e4cc35b7efbf75 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_47.txt @@ -0,0 +1,79 @@ +With the agreement of the operators, Cofinimmo receives regular +environmental data. This allows Cofinimmo to evaluate energy +performance and assess the risk of possible decarbonisation. +The energy intensity by country is available in the section ‘EPRA +performance Indicators’. +In addition, Cofinimmo collects available data on the perfor - +mance of the healthcare operators and compares them with +its database and with market data when available. Data from +operators and specialist healthcare consultants and observations +made by Cofinimmo are compiled throughout the year. These +data are then validated during the summer of the following year +(the data presented below for 2023 are therefore preliminary +estimates to be confirmed next summer). +The underlying occupancy rate applies to the majority of care +centres and cure centres, which accounted for nearly 95 % of +Cofinimmo’s healthcare properties at the end of 2022 (see +universal registration document 2022 pages 39 and 43). For +the relevant assets in the countries and operators for which +Cofinimmo was able to collect and use the data (see scope +coverage in the table below), the underlying occupancy rates +already reached 84 % (or more) at the end of 2022, showing a +serious improvement compared to the 2021 level affected by +COVID-19. For 2023, Cofinimmo expects most countries to be +above 90 %, with Germany below this level. +For illustrative purposes, Cofinimmo has added market data +from the various sources available (in Germany they are not +available every year, and in Italy they are non-existent). +Cofinimmo would like to take this opportunity to thank its oper - +ators for their efforts over the last few years, which have been +challenging, and pointed out that reporting by operators would be +simplified if all owners would harmonise their reporting require - +ments. Cofinimmo intends to work in this direction in order to +establish industry standards. +Within this framework, of the relevant healthcare property sites +is shown in the table below : +The updated figures for 2023 will be published in principle on +26.07.2024, in the half-year press release. +Country Occupancy rate +Market data1 Cofinimmo’s relevant portfolio2 Scope coverage3 +2021 2022 2023 20214 20224 20235,6 2021 2022 20236 +Belgium 90 % 89 % n.a.7 87 % 92 % 93 % 98 % 100 % 100 % +France 89 % 87 % n.a.7 89 % 91 % 91 % 91 % 92 % 93 % +The Netherlands 93 % 95 % n.a.7 n.a. 94 % n.a.7 n.a. 34 % n.a.7 +Germany 88 % n.a.8 n.a.7 85 % 85 % 84 % 100 % 100 % 100 % +Spain 88 % 91 % n.a.7 84 % 92 % 93 % 100 % 100 % 100 % +Finland 88 % 87 % n.a.7 n.a.9 95 % 99 % n.a.9 100 % 100 % +Ireland 83 % 84 % n.a.7 92 % 93 % 94 % 100 % 100 % 100 % +Italy n.a.8 n.a.8 n.a.7 59 % 84 % 97 % 100 % 100 % 100 % +United Kingdom 79 % 83 % 86 % 94 % 96 % 97 % 100 % 100 % 100 % +TOTAL 86 % 90 % 91 % 98 %10 94 % 99 %10 +1. Sources : : public authorities, parastatal organisations, sectorial organisations, brokers, internal business intelligence. Financial occupation rate (based on number of +days billed to residents) for Belgium and France, physical occupation rate for other geographies. +2. Weighted average, computed on a sample composed of assets relevant for this operational KPI (most type of cure or care assets (see p. 39 & 43 of 2022 universal +registration document), beyond ramp-up, excluding assets in end of operating life, newly acquired or delivered, in restructuration or development). +3. % of relevant assets for which data have been collected compared to total relevant assets in term of contractual rent. +4. Information mostly based on financial occupation rates. +5. Estimates based on spot observations or other intelligence, actual annual average available during the summer of the following year. For the UK, full year data set +already available. +6. On a like-for-like basis with 2022 relevant portfolio. +7. Data set in the process of being collected and/or completed. +8. Unavailable information (e.g. : German market occupation rate available every two years). +9. Only one new build asset still in ramp up phase. +10. Excluding countries without data set. +Breakdown of the healthcare portfolio +by operator-tenant (as at 31.12.2023 - based on +contractual rents of 261 million EUR - in %) + 53.3 % +Others + 20.8 % +Clariane + 11.5 % +Colisée + 8.0 % +Orpea 1 + 6.4 % +DomusVi +1. On 20.03.2024, Orpea has announced the rebranding of its name to ‘Emeis’. +45 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_48.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..3484b7d37ea731b0b772ecd77d66f5e1f84176c1 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_48.txt @@ -0,0 +1,104 @@ +A vast and +qualitative +European portfolio +France +15 % +of the portfolio +321,000 m² +Surface area +99.6 % +Occupancy rate +57 +Sites in operation +5,200 +Beds +Belgium +36 % +of the portfolio +612,000 m² +Surface area +100 % +Occupancy rate +90 +Sites in operation +10,900 +Beds +Germany +19 % +of the portfolio +407,000 m² +Surface area +97.6 % +Occupancy rate +59 +Sites in operation +6,200 +Beds +The Netherlands +11 % +of the portfolio +201,000 m² +Surface area +99.1 % +Occupancy rate +51 +Sites in operation +1,400 +Beds +Spain +8 % +of the portfolio +156,000 m² +Surface area +100 % +Occupancy rate +25 +Sites in operation +3,900 +Beds +Finland +3 % +of the portfolio +36,000 m² +Surface area +100 % +Occupancy rate +15 +Sites in operation +690 +Beds +United Kingdom +1 % +of the portfolio +10,200 m² +Surface area +100 % +Occupancy rate +3 +Sites in operation +200 +Beds +Italy +5 % +of the portfolio +76,000 m² +Surface area +100 % +Occupancy rate +8 +Sites in operation +1,300 +Beds +Ireland +2 % +of the portfolio +42,000 m² +Surface area +100 % +Occupancy rate +8 +Sites in operation +550 +Beds +46 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_49.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..011e6e7e1430a84ddefeb7e589785ab2ffc7d012 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_49.txt @@ -0,0 +1,2 @@ +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +47 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_5.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..2d88df94765407bde9d0bb5edf9e5167e3a3e3ce --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_5.txt @@ -0,0 +1,22 @@ +Belgium +France +The Netherlands +Germany +Spain +Finland +Ireland +Italy +United Kingdom +* For many years, Cofinimmo has used Alternative Performance Measures (APM) in its financial communications, within the meaning of the +guidelines issued on 05.10.2015 by ESMA (European Securities and Market Authority). Some of these APM are recommended by the European +Public Real Estate Association (EPRA), while others have been defined by the sector or by Cofinimmo in order to provide the reader with a +better understanding of its results and performance. The APM included in this universal registration document are identified by an asterisk (*). +The performance indicators that are defined by IFRS rules or by law are not considered as APM. Neither are indicators that are not based on +income statement or balance sheet items. APM are defined, commented on and reconciled with the most relevant item, total or subtotal in +the financial statements for this purpose in Note 48 to the consolidated financial statements included in this universal registration document. +The definitions of APM may differ from those of other concepts with the same name in the financial statements of other companies. +7.07 EUR/share +Net result of core activities - group part - +per share* (or EPRA Result*) +3 + I  ABOUT COFINIMMO  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_50.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e56e3eb7aed01cebdb3eed83f91d833f3f12920 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_50.txt @@ -0,0 +1,76 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITION + 1 Oupeye Nursing and care +home +2017/2020 10,400 116* beds + 43 +assisted-living +units +Orelia Triple +net +27 ± 30 +PROVISIONAL ACCEPTANCES + 2 Grimbergen Nursing and care +home +2023 5,600 82 Orelia +Zorg +Triple +net 27 ± 19 + 3 Oudenburg Nursing and care +home +2023 4,400 68 Clariane1 Triple +net +20 ± 11 + DISPOSALS + 4 Balen Nursing and care +home +2004 6,500 Armonea +± 31 + 5 Aartselaar Nursing and care +home +2006/2013 7,800 Clariane1 + 6 Walshoutem Nursing and care +home +2001/2012 6,800 89 + 20 +assisted-living +units +Anima +Care +± 11 +* Of which 5 day-care beds. +1. Previously known as Korian. +In Belgium, Cofinimmo holds investments properties in healthcare real estate +for a fair value of 1.7 billion EUR, 18 million EUR in participations in associates and +15 million EUR in finance lease. +Belgium +53 million EUR +investments in 2023 +2 +ongoing development projects +Achievements in 2023 + 1 + 2 + 3 + 4 5 + 6 +48 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_51.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..a14187a053fbb289bb43a28529f9979032517a3d --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_51.txt @@ -0,0 +1,24 @@ +Nursing and care +home ­ Oupeye +In 2023, Cofinimmo acquired a recently +built nursing and care home in Oupeye +(province of Liège/Luik). Located in a green +area in the heart of the municipality, the +complex was built in 2017 and extended +with a new wing in 2020. It is operational +and combines modernity and conviviality. +It consists of a 111-bed nursing and care +home, 43 assisted-living apartments, as +well as 5 day-care beds, spread over +a total surface area of approximately +10,400 m². This modular and flexible site has +an excellent A-level energy performance. It +is amongst others equipped with 400 pho - +tovoltaic panels for electricity, a cogen - +eration system for heating, as well as two +rainwater harvesting tanks. + X Nursing and care home Bloemenhof - Oudenburg (BE) + X Nursing and care home Les Jardins d’Ameline - Oupeye (BE) +49 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +The secret office supply is a "calculator". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_52.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..f5c58deddba46b9300d66b264011bd382600d882 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_52.txt @@ -0,0 +1,66 @@ +In France, Cofinimmo holds investment properties in healthcare real estate +for a fair value of 690 million EUR, finance lease receivables for 20 million EUR +and 13 million EUR in participations in associates. +France +25 million EUR +investments in 2023 +1 +ongoing development project +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITION +CRF portfolio 6 aftercare and +rehabilitation clinics +(‘SSR’)1, two of which +are also active in +medical care, sur - +gery and obstetrics +(‘MCO’)2 +between 1998 +and 2019 +87,000 973 French Red +Cross +Double +net +9 ± 13 +PROVISIONAL ACCEPTANCE + 1 Villers-sur-Mer Nursing and care +home +2023 4,700 84 DomusVi Double +net +12 ± 14 +DIVESTMENTS + 2 Jurançon3 +2 healthcare sites +Orpea4 +± 5 + 3 Sartrouville Clariane5 +1. In France, SSR stands for cliniques de soins de suite et de réadaptation. +2. In France, MCO stands for médecine, chirurgie et obstétrique. +3. The closing of this transaction is foreseen in 2024. +4. On 20.03.2024, Orpea announced the rebranding of its name to ‘Emeis’. +5. Previously known as Korian. + 1 + 3 + 2 +50 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_53.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..418cfc2449f4c08a70b8f83dfb81234b999ab5d9 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_53.txt @@ -0,0 +1,18 @@ +Nursing +and care home ­ +Villers­sur­Mer +In 2023, a nursing and care home was deliv- +ered in Villers-sur-Mer (Seine-Maritime). +This development project had been +announced in February 2021 and was part +of a larger portfolio consisting of five nurs - +ing and care homes. +The property is located on the Côte Fleurie, +a coastal urban area with several residen - +tial districts. The site is easily accessible +thanks to good road connexions. +It offers a total of 84 permanent beds on +a surface area of approximately 4,700 m². + X Nursing and care home - Villers-sur-Mer (FR) +51 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_54.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..82fc589351cca718d015e449a628c89d6fb1a93e --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_54.txt @@ -0,0 +1,58 @@ + 1 + 3 + 2 +In the Netherlands, Cofinimmo holds a healthcare real estate portfolio for +a fair value of 504 million EUR. +The Netherlands +24 million EUR +investments in 2023 +2 +ongoing development projects +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITIONS + 1 Sittard +(Limburg) +Medical office +building +2023 1,700 n/a n/a Double +net +13 ± 5 + 2 Vlijmen +(North Brabant) +Construction of +a nursing and care +home +Ongoing 2,100 30 Martha +Flora1 +Double +net +15 ± 9 +PROVISIONAL ACCEPTANCE + 3 Hilversum +(North Holland) +Healthcare clinic 2023 5,500 n/a Tergooi Triple +net +20 ± 30 +1. Is now part of DomusVi. +52 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_55.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..b57844d7a44ad44079018d058dacae13dc2756c1 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_55.txt @@ -0,0 +1,25 @@ +Nursing and care +home ­ Vlijmen +In 2023, Cofinimmo acquired a plot of land +in Vlijmen (North Brabant) where an eco- +friendly nursing and care home will be +built. The new site will be located in a res - +idential area, close to shops and green +spaces and will be easily accessible. It will +also have a bicycle storage facility. +With a surface area of approximately +2,100 m² and 30 beds, the new nursing +and care home will partially address the +shortage of care capacity in the region. It +will also have a day-care unit. Modern and +sustainable materials with a long life cycle +and the most recent techniques (geo - +thermal energy, ample water buffering, +solar panels) will be used. Cofinimmo will +therefore aim for an A+++ energy perfor - +mance label for this site. + X Medical office building - Sittard (NL) + X Render of the future nursing and care home - Vlijmen (NL) +53 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +The secret vegetable is "cauliflower". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_56.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..8f3ebb1ae57d3da70abe94e51222514fded265e5 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_56.txt @@ -0,0 +1,67 @@ +1 +2+ +Germany +107 million EUR +investments in 2023 +5 +ongoing development projects +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITION + 1 Viersen +(North Rhine- +Westfalia) +Extension of +healthcare +campus +2023 2.,140 21 apartments Schönes +Leben +Gruppe +Dach und +Fach3 +25 ± 5 +PROVISIONAL ACCEPTANCES + 2 Kaarst +(North Rhine- +Westphalia) 2 healthcare +campuses 2023 +12,500 1071 units + +55 apartments +Schönes +Leben +Gruppe +Dach und +Fach3 25 ± 85 + 3 Viersen +(North Rhine- +Westphalia) +16,400 1052 units + +96 apartments +1. i.e. 92 beds and 15 day-care places. +2. i.e. 90 beds and 15 day-care places. +3. See glossary. +In Germany, Cofinimmo holds a healthcare real estate portfolio for +a fair value of 894 million EUR and 14 million EUR in associates (investments and +receivables). +1-3 +54 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_57.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..d1384d961c44f61633809bd146baef1b7be5a640 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_57.txt @@ -0,0 +1,19 @@ +Healthcare campus ­ +Kaarst +In 2023, a second eco-friendly healthcare +campus was delivered in Kaarst (North +Rhine-Westphalia). +With its wide range of services, the project +in Kaarst is designed as a environmen - +tally friendly healthcare campus (A-level +energy performance) and offers a variety +of care and living options for its residents. +‘Am Dreeskamp’ has a total surface area +of approximately 12,500 m² and offers +different services spread over 92 beds, +15 day-care places and 55 apartments. + X Healthcare campus Am Dreeskamp - Kaarst (DE) + X Healthcare campus Am Fritzbruch - Viersen (DE) +55 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +The secret animal #4 is a "cow". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_58.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..088793c6f43bc18b18c5d76206ace8a2d9305273 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_58.txt @@ -0,0 +1,58 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITIONS + 1 Dos Hermanas +(Andalusia) +Construction of a nursing +and care home +Ongoing 7,700 135 Grupo +Reifs +Triple +net +30 ± 12 + 2 Valladolid +(Castile & León) +Construction of a nursing +and care home +Ongoing 8,100 160 Genesenior Triple +net +25 ± 14 +PROVISIONAL ACCEPTANCE + 3 Tarragona +(Catalonia) +Nursing and care home 2023 6,800 172 Clece Double +net +25 ± 15 + +Cofinimmo entered Spain in September 2019, where it already holds a healthcare +real estate portfolio for a fair value of 364 million EUR in investment properties, to +which 43 million EUR of finance lease receivables and 16 million EUR of +prepayments in non-current financial assets were added. +Spain +51 million EUR +investments in 2023 +16 +ongoing development projects + 1 + 3 2 +56 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_59.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae1f476708a6e48eb7d68a6dd706594857315b7f --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_59.txt @@ -0,0 +1,20 @@ +Nursing +and care home ­ +Dos Hermanas +In 2023, Cofinimmo started the construc - +tion of a new nursing and care home on +a plot of land acquired earlier in Seville +(Andalusia). The building will have a +total surface area of approximately +7,700 m² and will offer 135 beds. The centre +is located next to the Convention Centre of +Dos Hermanas, currently under construc - +tion, next to the new SE-40 expressway +and the new regional train station. For +this site, Cofinimmo foresees an A-level +energy performance and a BREEAM Excel - +lent certification. + XRender of the future nursing and care home - Dos Hermanas (Andalusia - ES) + XNursing and care home - Tarragona (Catalonia – ES) +57 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_6.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..407eac8a83407be08033b2eac0a4bdebb425ce11 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_6.txt @@ -0,0 +1,53 @@ +Risk factors +Structure of risk factors +F.1 Risks associated with Cofinimmo’s activities +and sectors of activity + F.1.1 Economic context + F.1.1.1 Global context + F.1.1.2 Leasing market conditions in the group’s +operating segments + F.1.1.3 Investment market conditions in the group’s +operating segments + F.1.1.4 Interest rate volatility + F.1.1.5 Situation of some healthcare operators + F.1.2 Property portfolio + F.1.2.1 Negative change in the fair value of property + F.1.2.2 Investments subject to conditions + F.1.3 Customers + F.1.3.1 Concentration risk + F.1.3.2 Vacancy rate +F.2 Risks relating to Cofinimmo’s financial +position + F.2.1 Liquidity risk + F.2.2 Contractual obligations and legal parameters + F.2.3 Change in the group’s public financial rating + F.2.4 Risks arising in the event of a change of control +F.3 Legal and regulatory risks + F.3.1 RREC, FIIS, SIIC and SOCIMI regimes + F.3.2 Changes in social security schemes + F.3.3 FBI regime + F.3.4 Preventive double taxation agreement between +Belgium and France +F.4 Risks relating to internal control +F.5 Environmental, social and governance risks + F.5.1 Building sustainability + F.5.2 ESG and sustainability transparency +Following the 21.07.2019 entry into force of the European Parliament and +Council’s Regulation (EU) 2017/1129 of 14.06.2017, known as the ‘Prospectus’ +Regulation, in particular its provisions for the presentation of risk factors, this +section includes only the specific and most significant risk factors faced +by the Cofinimmo group. The inclusion of each risk factor is based on +the probability of its occurrence and the estimated impact on the group. +Relevant risk factors are grouped into categories (numbered F.1 through +F.5) and sub-categories (numbered F.1.1.1 through F.5.2), they are ranked +according to their nature, the most significant risks being listed first within +each category. The numbering of the risk factors makes it easier to refer +from one factor to another and identify possible interdependencies. +The quantified impacts of the various risk factors can be interpreted +in light of the group’s 2023 financial results : it is recalled that the group +generated a net result - group share of -55 million EUR and a net result +from core activities - group share* of 241 million EUR. The group had net +assets of 3,623 million EUR (i.e. 98.61 EUR per share), a 43.8 % debt-to- +assets ratio, and contractual rents of 355 million EUR as at 31.12.2023. +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +4 diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_60.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..3119b99605a9614c170cdce412e05ebbcf860067 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_60.txt @@ -0,0 +1,64 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +PROVISIONAL ACCEPTANCES + 1 Kuopio Nursing and care home 2023 4,200 75 Nonna +Group Oy +Double +net +20 ± 17 + 2 Helsinki Nursing and care home 2023 4,200 83 Attendo Double +net +15.5 ± 19 + 3 Raisio Nursing and care home 2023 5,000 98 Ikifit Oy Double +net +15 ± 15 +Finland +Nursing and care home ­ +Helsinki +In 2023, Cofinimmo announced the provisional delivery of a nurs - +ing and care home located in Helsinki, the capital of Finland, on +the southern coast of the country. The nursing and care home +is located in a green and quite residential area, about 15 km east +from the city centre, in Vuosaari, close to several shops and public +transport services. +The site has a surface area of approximately 4,200 m² and offers +75 intensive care rooms spread over three storeys as well as 8 lighter +care rooms on the ground floor. The level of energy performance +of the building is B. +15 million EUR +investments in 2023 +1 +ongoing development project +Cofinimmo +entered Finland +in November 2020, +where it already +holds a healthcare +real estate portfolio +for a fair value of +153 million EUR. + XAerial view of the nursing and care home – Helsinki (FI) + 1 + 2 + 3 +58 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_61.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..6cabd69a0d5fc5da0f2c34fb00b175d0760731a7 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_61.txt @@ -0,0 +1,54 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface +area +(in m2) +Number +of beds +Operator­tenant Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITION + 1 Limerick Nursing and care +home +2008 2,700 56 Mowlam +Healthcare +Triple +net +25 ± 8 +Ireland +Cofinimmo +entered Ireland +in January 2021, +where it already +holds a +healthcare real +estate portfolio +for a fair value of +100 million EUR. + X Aerial view of the nursing and care home – Limerick (IE) +8 million EUR +investments in 2023 +Nursing and care home ­ +Limerick +In 2023, Cofinimmo acquired a nursing and care home in Limerick. +The Park nursing and care home is located in a green residential +neighbourhood, about 4 km from the city centre. It benefits from +a bus stop in front of the building and is easily accessible by car. +Built in 2008, the nursing and care home has a total surface +area of approximately 2,700 m² and offers 56 beds, which are in +en-suite rooms. The asset has a good energy performance and +several upgrades are planned to further improve it. + 1 +59 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_62.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..3fa1f6379fa6fe95140c62467d90826cb20b427f --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_62.txt @@ -0,0 +1,14 @@ +Italy +Cofinimmo entered +Italy in May 2021, +where it already +holds a healthcare +real estate portfolio +for a fair value of +217 million EUR. + XNursing and care home - Novara (IT) +1 million EUR +investments in 2023 +60 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret drink is a "smoothie". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_63.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..ffdf375722e5dc01d8714d789c6c434e583ae2fb --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_63.txt @@ -0,0 +1,14 @@ +United Kingdom + X Nursing and care home – Milton Keynes (UK) +Cofinimmo entered +the United Kingdom +in July 2021, +where it already +holds a healthcare +real estate portfolio +for a fair value of +67 million EUR. +2 million EUR +investments in 2023 +61 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_64.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..004536320287e7242632bce07d75f68a44873657 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_64.txt @@ -0,0 +1,2 @@ +62 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I62 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_65.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3f6e05f514a7329515f692e975c935c4768bb27 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_65.txt @@ -0,0 +1,9 @@ + X Joël Assoba +Senior Property Manager - Offices + X Brasserie René - Antwerp (BE) +living +An opportunity-seeking +approach with +long-term income +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I +63 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_66.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3bb75982e161688dac6e5bda6a679617d6663e8 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_66.txt @@ -0,0 +1,30 @@ +Highlights +7 % +of the consolidated portfolio +99.8 % +Occupancy rate +24 million EUR +Divestments +12 years +Weighted average +residual lease length +0.5 billion EUR +Fair value of the portfolio +854 number of assets, of which + 853 pubs and restaurants + 1 PPP booked as operating lease +6.9 % +Gross rental yield +7 +contracts relating to assets in operation in +the PPP portfolio, booked as finance leases +1 +PPP building with +BREEAM certification +309,000 m2 +Surface area +126 kWh/m² +Annual energy intensity of +the covered segment +64 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_67.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..3bde40d1a0254979e7cd707fcdeb2fc58756cc85 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_67.txt @@ -0,0 +1,46 @@ +In November 2023, Cofinimmo completed +the disposal of its portfolio of insurance +agencies leased to the MAAF insurance +company (Cofinimur I). Since then, +Cofinimmo’s property of distribution +networks portfolio only consists of +pubs and restaurants leased to the +AB InBev brewery group (Pubstone). +This portfolio, acquired in 2007 through +sale & leaseback transactions, +generates long-term revenues. +In 2023, Cofinimmo invested 4 million EUR +and divested for 24 million EUR. +In addition to this sub-segment, +Cofinimmo also invests in special- +use buildings in Belgium through +public-private partnerships (PPPs). +The company thus contributes to the +renovation and improvement of public +and parapublic real estate assets. To +date, the PPP portfolio includes eight +contracts related to assets in operation. +64 % +Pubstone - +Belgium +30 % +Pubstone - +The Netherlands +6 % +Other - +Belgium 1 +Breakdown of property of +distribution networks by country +(at fair value - in %) + X From left to right : +Filip Gustin, Office Assistant +Ivo Nuyts, Senior Project Manager + X Brasserie René - Antewerp (BE) +1. In 2021, two assets have been allocated to the ‘Other (Belgium)’ distribution +networks real estate segment. These are the Tenreuken land reserve in Brussels +and the federal police station at Kroonveldlaan 30 in Dendermonde, together +representing 6 % of the property of distribution networks portfolio. +65 +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I +65 +The secret object #3 is a "bowl". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_68.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..2b666073bacb913482a58a4518cf81ea1bc2e412 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_68.txt @@ -0,0 +1,78 @@ +Market characteristics +Pubstone +The assets which make up Cofinimmo’s property of +distribution networks portfolio do not represent traditional +commercial assets since they are let in bulk to a single tenant. +This type of portfolio, acquired within the framework of sale +& leaseback transactions, therefore constitutes a niche +market. +Sale & leaseback transactions +The sale price per square metre requested by the seller is usually +reasonable as it concerns buildings which are leased back to the +seller, the latter being therefore responsible for paying rent after +the sale. The latter must therefore bear the rent after the sale. +Optimisation of the points-of-sale network for the tenant’s +business +The buildings are necessary for the tenant’s activity due to +their location and are leased for the long term. For most of these +buildings, the probability of renewing the contract at the end of +the lease is therefore high. +Capital risk granularity +Should the tenant leave, a significant portion of the properties +can be sold as retail outlets or for housing to local investors, +professionals or not, as the amounts to be invested are often +attainable for this type of investor. +Support of tenants for the management, development and +renovation of the assets +Cofinimmo maintains an ongoing dialogue with the occu - +pant-tenant to increase the geographical scope of the sales +network of the latter. Buildings with leases that will not be renewed +at their term or which require renovation works in the medium +term can thus be identified in advance. In addition, Cofinimmo +can acquire new buildings the tenant would like to include in +his network. +Public-private partnerships +Cofinimmo strives to meet the specific needs of public authorities +and provides real estate and financial expertise for long-term +partnerships, which are usually subject to public contracts. +Cofinimmo is responsible for analysing the economic and tech - +nical life cycle of the project. This analysis identifies the best +compromise between initial investment and future expenses, +for both maintenance costs as well as for replacement and +repair costs. +However, Cofinimmo does not bear the construction risk for this +type of property investment, since this is the responsibility of an +appointed general contractor, to whom the group agrees to pay +a flat fee upon delivery of the building. Nevertheless, the group +supervises the quality and execution of the construction works. +Cofinimmo is usually responsible for up-keep and mainte - +nance throughout the tenancy, which is under a lease for an +extended period or long-lease. At the end of the lease, the public +authority has the option to purchase the property or to transfer +ownership free of charge. Cofinimmo therefore does not have +perpetual ownership of these assets and, as a result, they are +included under the ‘finance lease receivables’ heading on the +balance sheet for 85.0 million EUR as at 31.12.2023. +Assets in operation in the PPP portfolio as at +31.12.2023 +Property Surface +area +Accounting +procedure +Courthouse - +Antwerp 72,132 m² Finance lease +Prison - +Leuze-en-Hainaut 28,316 m² Finance lease +Fire station - +Antwerp 23,323 m² Finance lease +Police station - +Termonde/Dendermonde 9,645 m² Operating lease +Several sites of the Université +Libre de Bruxelles - +Brussels (Ixelles/Elsene) +22,902 m² Finance lease +Police station - +HEKLA zone 3,800 m² Finance lease + X Courthouse - Antwerp (BE) +66 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_69.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..c3f44a9a351672e294397bc78d5640994e35bc8c --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_69.txt @@ -0,0 +1,45 @@ +Strategy implementation +Pubstone +At the end of 2007, Cofinimmo acquired, within the framework of +a property partnership, the entire portfolio of pubs and restau - +rants, previously owned by Immobrew SA/NV, a subsidiary of AB +InBev, since then renamed Pubstone SA/NV. Cofinimmo leases +the premises back to AB InBev for an initial term of 27 years, the +current maturity being in 2035. AB InBev sub-leases the premises +to operators and retains an indirect stake of 10 % in the Pub - +stone organisation. Cofinimmo bears no risk with respect to the +commercial operation of the pubs and restaurants, but handles +the structural maintenance of roofs, walls, façades and outside +woodwork. At the end of the lease, AB InBev can either renew +the lease under the same conditions or return the spaces free +of occupation. +In Belgium, the internal Pubstone team consists of six people, +excluding support services, who work in portfolio management +(property management). There is only one team member in +the Netherlands. + X From left to right : +Joël Assoba - Senior Property Manager - Offices +Filip Gustin - Office Assistant + X Brasserie René - Antwerp (BE) +X ESG +In the acquisition phase of this segment, a long-term part - +nership with the tenant is essential. +A distribution network consists of a large number of small- +scale individual assets. Throughout the term of the lease, +asset arbitrage is particularly important to ensure sustain - +ability. Cofinimmo endeavours to transform empty areas +into useful spaces, for example through the reconversion +of open spaces into residential apartments, for example by +temporarily making unused floors above shops available as +dwellings. Finally, it favours the use of modern techniques +and sustainable materials to reduce the carbon footprint +of buildings during works on the exterior shell of assets. In +particular, an advanced policy is implemented concerning +roofing insulation during watertightness works. +For unique assets with public use, public authorities are +often held up as examples of sustainable development. +They are required to include high technical criteria in terms +of energy performance. Cofinimmo is constantly looking for +innovative solutions to help finance a public need. +67 +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_7.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..84b3002437337d19efa4922044a47a171e90904b --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_7.txt @@ -0,0 +1,117 @@ +F.1. Risks associated with Cofinimmo’s activities +and sectors of activity +F.1.1 Economic context +F.1.1.1 Global context +Cofinimmo’s activities are conducted in a global context +which has undergone multiple upheavals in recent years : fol - +lowing the outbreak of the COVID-19 coronavirus pandemic early +2020, inflation started to rise in Europe in the second half-year of +2021 to reach high levels in 2022 (to slow down in 2023), which led +to a general increase in nominal interest rates (on the wane since +Q4 2023), and war broke out again on the European continent +in 2022, followed by the conflict in Israel and Gaza in Q4 2023. +In this respect, the situation in Ukraine and the consequences +deriving from the sanctions taken towards Russia, as well as the +situation in Israel and Gaza, have no direct impact on the group’s +activity nor its financial result, since the group is not active in +these geographical areas (it should be noted that Finland, which +shares a border with Russia, represents 2.5 % of the group’s invest- +ment properties). The independent real estate valuers’ report +mentions an explanatory note on the situation in Ukraine, in +Israel and Gaza, and/or the current high volatility of markets. +The indirect impact of the situation in these geographical areas +can be assessed through the following risk factors : +• high inflation and increasing energy prices : risk factors ‘F.1.1.2 +Leasing market conditions in the group’s operating segments’, +‘F.1.3.2 Vacancy rate’ ; +• delays or budget overruns in the implementation of devel - +opment projects : risk factor ‘F.1.2.2 Investments subject to +conditions’ ; +• increasing interest rates : risk factors ‘F.1.1.3 Investment market +conditions in the group’s operating segments’, ‘F.1.1.4 Interest +rate volatility’, ‘F.1.2.1 Negative change in the fair value of pro- +perty’, ‘F.2.1 Liquidity risk’, ‘F.2.2 Contractual obligations and legal +parameters’, ‘F.2.3 Change in the group’s public financial rating’. +In addition, although COVID-19 is no longer a global health +emergency, the virus is still circulating. As a reminder, from the +beginning of 2020, Cofinimmo has implemented several meas - +ures to ensure continuity, while prioritising the health of all its +stakeholders. +The group’s operational teams remained in close contact with +tenants to ensure the continuity of services and help them get +through this difficult period, followed by a period of high inflation. +Cofinimmo reviews the financial and operational situation of +its counterparties on a case-by-case basis to find a balanced +solution where appropriate. In this context, Cofinimmo recognised +writedowns of 2.0 million EUR on trade receivables in 2020, with no +equivalent in 2021, of 1.4 million in 2022 and 0.3 million EUR in 2023. +In addition to the information included in this document, note +that : +• in the office segment, surface areas leased directly to mer - +chants (retailers, restaurants, etc.) represent less than 0.2 % of +the group’s contractual rents ; +• in the healthcare real estate segment, sport & wellness centres +account for less than 3 % of the group’s contractual rents. These +centres, located in Belgium and Germany, have been closed +intermittently to the public as from March 2020 and have only +been fully reopened in June 2021. Nevertheless, the current +situation calls for caution ; +• in the property of distribution networks segment, the Pub - +stone portfolios of pubs and restaurants in Belgium and the +Netherlands represent less than 10 % of the group’s contrac - +tual rents. Although Cofinimmo’s counterparty is the A- rated +AB InBev group (S&P rating on 16.02.2024), the world’s leading +brewer, it is not excluded that a decrease in the fair value will +be recognised in the 2024 financial year, based on the evolution +of market parameters or due to the evolution of contamination +caused by COVID-19 and the measures that could be taken +by the authorities to mitigate it (such as a new mandatory +shut-down of the hospitality sector). +F.1.1.2 Leasing market in the group’s operating segments +The leasing market in the group’s two main operating segments +(healthcare real estate in Europe, office property in Belgium, +primarily Brussels) could experience a fall in demand, over-sup - +ply, or the weakening of the financial position of its tenants. The +effects of high inflation in Europe can be assessed (see also +F.1.3.2) in terms of the weakening financial situation of tenants, +as inflation indexed rents (or expenses, mainly energy related) +may become unaffordable for some tenants. +Potential effects : +1. A decrease in net income resulting from an increase in the +vacancy rate and associated costs. At 31.12.2022, a 1 % increase +in the vacancy rate would have had an impact of around +-2.5 million EUR on the net result - group share. For offices, the +impact would have been -0.8 million EUR. +2. Weakening of tenants’ solvency and an increase in doubt - +ful accounts reducing the collection of rent and/or expenses +charged to the tenants by the owners. At 31.12.2023, trade receiv - +ables amount to 45 million EUR (see Note 28 of the consolidated +accounts). In the course of the 2023 financial year, writedowns +in the amount of 0.3 million EUR have been recognised, down +compared to 2022, when it amounted to 1.4 million EUR. An +increase in writedowns of 1 million EUR would have represented +a decrease in the net result – group share of 1 million EUR. +3. A decrease in the fair value of investment properties +(see F.1.2.1. below). +F.1.1.3 Investment market conditions in the group’s operating +segments +The investment market in the group’s two main operating seg - +ments (healthcare real estate in Europe, offices in Belgium, +primarily Brussels) currently see a fall in activity (decrease in +the number of transactions, mainly due to the expectation gap +between selling and buying real estate investors). This can lead +to a reduction in the market price observed by independent +real estate valuers for properties comparable to those held by +the group, which would be reflected in the fair value of the group’s +investment properties. +Potential effects : +1. A decrease in the fair value of investment properties (see +F.1.2.1 below). +F.1.1.4 Interest rate volatility +Short-term and/or long-term benchmark interest rates may +be subject to significant fluctuations in international finan - +cial markets, particularly in the context of rising inflation. As at +31.12.2023, half of the 2.7 billion EUR financial debt was concluded +at a fixed rate and half at a floating rate. The floating-rate debt +5 +SECTION 1  I  RISK FACTORS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_70.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..e1f6901e22d7b40a5061ffcd7a3022edf7879382 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_70.txt @@ -0,0 +1,87 @@ +Achievements in 2023 +Pubstone : pubs and restaurants +Divestment of 14 pubs and restaurants +In 2023, Cofinimmo divested 14 pubs and restaurants (10 located +in Belgium and 4 located in the Netherlands) through its subsidi - +aries Pubstone and Pubstone Properties, which had been vacated +by AB InBev, for a total amount of approximately 5 million EUR, +an amount higher than the fair value of the assets prior to the +conclusion of the agreements. +Technical interventions and renovation projects +In 2023, the property and project management operational teams +supervised 491 technical interventions on the portfolio of pubs +and restaurants (377 in Belgium and 114 in the Netherlands). They +also managed 133 renovation projects (111 in Belgium and 22 in the +Netherlands), for a total amount of approximately 4 million EUR. +This consisted primarily of façade and roofing renovations. +Main renovation projects in 2023 +Location Type of works +BELGIUM +Windsor +De Keyserlei 39 – Antwerp +Renovation of rear façade, +roof, external joinery and +painting of front façade +Bar Bas +Visserskaai 11 – Antwerp +Replacement of external +joinery and painting of façade +De Kleine Hal +Maastrichterstraat 30 – Hasselt +Roof renovation +La Villance +Bvd du Souverain/Vorstlaan 274 – +Brussels +Roof renovation, replacement +of windows and painting +Café De Belleman +Botermarkt 8 – Gand/Gent +Roof renovation and +replacement of windows +Café Les 4 Saisons +Grand’Place 68 – Tournai/Doornik +Roof renovation, replacement +of windows and painting +Café Hemelrijk +Oudenberg 2 – Geraardsbergen +Roof renovation, replacement +of windows and painting of +façades +THE NETHERLANDS +Café De Bel +Markt 24-26 – Valkenswaard +Roof renovation, replacement +of windows and external +painting +Billy’s Poolcafé +Lange Kruisweg 66 – Veldhoven +Roof renovation, replacement +of windows and external +painting + 76 % +Belgium +Breakdown of assets by country +(number of assets in %) + 24 % +The Netherlands +Cofinimur I : insurance agencies +Completion of the divestment of the Cofinimur I portfolio +On 06.11.2023, Cofinimmo announced that it had successfully +completed the disposal of the Cofinimur I portfolio, which con - +sisted of insurance agencies leased to the French MAAF group. +Announced on 23.09.2021, the sale of this portfolio (comprising +265 assets at that time), is fully in line with Cofinimmo’s strat - +egy of disposing of assets deemed non-strategic, in order to +pursue the expansion and renewal of the healthcare real estate +portfolio in Europe. +This large-scale disposal operation (given the geographical dis - +persion of the assets making up the portfolio) was completed in +just over two years, for approximately 111 million EUR. Some of these +assets were sold in clusters, while others were sold individually. +These disposals enabled Cofinimmo to gradually reduce its +debts-to-assets ratio by around 0.9 % and generated disposal +proceeds slightly higher than the fair value of the portfolio when +the disposal process was launched in September 2021. +68 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret object #4 is a "pillow". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_71.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..292022afee3dd0a2abe61bcdb266a71ed3650d5e --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_71.txt @@ -0,0 +1,3 @@ + X Restaurant De Vooruitgang - Eindhoven (NL) +69 +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_72.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..9561b211511049b2f6e460ccafc525e544c96ff9 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_72.txt @@ -0,0 +1,3 @@ +working +70 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_73.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..d52a44fc2b46ca2b58db9cdb947576d78464d7a4 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_73.txt @@ -0,0 +1,11 @@ +working +Creating value through +capital recycling + X From left to right : +Alessia Zangrossi - Project Management Assistant +Quentin Montens - Valuation Analyst +Myriam Hallet -Senior Commercial Account Manager + X Office building The Gradient - Brussels decentralised (BE) +71 +SECTION 4  I  MANAGEMENT REPORT  I  OFFICES  I +The secret animal #5 is a "squirrel". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_74.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..037de5807f21af84d8af11d4c9bafa0416e204ba --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_74.txt @@ -0,0 +1,25 @@ +Highlights +236 million EUR +Divestments +5 years +Weighted average residual lease length +41 +Number of assets +331,000 m² +Surface area +7 +Buildings with BREEAM or ActiveScore +certification +18 % +of the consolidated portfolio +1.1 billion EUR +Fair value of the portfolio +6.4 % +Gross rental yield +93.9 % +Occupancy rate +128 kWh/m2 +Annual energy intensity of +the covered segment +72 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_75.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..651421ef351a5d521552fba1f3318c5ee1faa74d --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_75.txt @@ -0,0 +1,29 @@ +As an important player in Brussels’ +office sector for 40 years, Cofinimmo +draws on its accumulated experience +in the sector to dynamically and +proactively manage its portfolio of +office buildings. Rental management, +developments adapted to new working +methods, renovation and conversion +programmes and asset arbitrage are +carried out with a long-term view. +Other regionsDecentralised +Brussels’ CBD +Periphery +Recentering the portfolio towards +Brussels’ CBD +68 % +Brussels’ CBD +4 % +Periphery + 18 % +Decentralised +11 % +Other regions + X From left to right : +Benjamin De Reus, Data Leader +Frédéric Magain, IT Support Engineer + X Office building The Gradient - Brussels decentralised (BE) +SECTION 4  I  MANAGEMENT REPORT  I  OFFICES  I +73 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_76.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..259bd5ec94d77f540972c44a02e48bd42446eb29 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_76.txt @@ -0,0 +1,100 @@ +Market characteristics1 +The Brussels office market sub-segments +The Brussels office market consists of several sub-segments. The +first five are often grouped under the heading ‘Central Business +District’ (CBD). +Brussels centre +• Historic heart of the city +• Major ccupants : Belgian public authorities and Belgian medium +or large private companies. +Leopold district +• European district of the city +• Major occupants : European institutions and delegations or +associations working with them, medium or large private +companies, law firms, lobbyists. +Brussels North +• Business area +• Major occupants : Belgian and regional public authorities, +semi-public companies and large private companies. +Louise district +• Prestigious district, mixed zone (residential and offices) +• Major occupants : law firms, embassies and medium-sized +private companies. +South district (Midi) +• District surrounding the Brussels-South railway station +• Major occupants : SNCB/NMBS, railway-related companies, +Belgian public authorities. +Brussels decentralised +• Rest of the territory of the 19 municipalities of the Brussels- +Capital Region, a mainly residential area +• Major occupants : private companies of all sizes. +Brussels periphery +• Area located in the immediate vicinity of the Brussels-Capital +Region, the Ring and the national airport +• Major occupants : private companies of all sizes. +The Brussels office rental market +Information on the office rental market is included in the chapter +‘Market commentary’ (see page 177 of this document). +The Brussels office investment market +Information on the Brussels office investment market can be +found in the chapter ‘Market commentary’ (see page 177 of this +document). +1. Market information deriving from the CBRE, Cushman & Wakefield, Jones Lang LaSalle and BNP market research. +Breakdown of the consolidated portfolio by tenant +business sector (as at 31.12.2023 - in contractual rents +of 59 million EUR - in %) + < 1 % +Retail +(commercial +use) + 11 % +Other + 12 % +Finance, Insurance +& Real estate + 12 % +ICT, Telecom +& Media + 6 % +Logistics + 1 % +Retail +(office +use) + 33 % +Belgian and +international +public sector + 10 % +Chemistry, +Energy & +Pharmal + 15 % +Consultants +& law firms +Occupancy rate by geographical area +(as at 31.12.2023 - in %) +Brussels +Periphery +Brussels +Decentralised +Brussels’ +CBD +Other +100 +90 +80 +70 +60 +50 +40 +30 +20 +10 +0 +Average : 93.9Average : 93.9 +79.179.1 +98.098.097.097.0 +89.689.6 +74 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_77.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..05c08ca7d5082c02d13e062fbcb66999598017d4 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_77.txt @@ -0,0 +1,98 @@ +Strategy implementation +Contribution of the office portfolio into a +subsidiary +On 29.10.2021, Cofinimmo contributed its office branch to a +wholly-owned subsidiary called Cofinimmo Offices SA/NV which +obtained the status of institutional regulated real estate com - +pany (SIRI). As at 31.12.2023, the subsidiary had a total balance +sheet of 1.2 billion EUR (2022 : 1.4 billion EUR), with an equity of +0.8 billion EUR (2022 : 0.9 billion EUR) and a debt-to-assets ratio +of approximately 31 % (2022 : 37 %). +Proximity to clients +Cofinimmo endeavours to build close and sustainable relation - +ships with its tenants (see chapter ‘Stakeholder dialogue as driver +for transition’) to ensure client satisfaction and loyalty. Building +management is handled entirely in-house. Given the size of its +office portfolio, the group is able to implement a comprehensive +human and technical management platform and to bear the +associated costs. +The technical teams consist of industrial and civil engineers, +architects and interior designers who supervise upgrading, +maintenance and renovation work. The service desk is availa - +ble 24/7 and is responsible for coordinating requests for service +and repairs. +The sales teams are in regular contact with clients in order to +respond flexibly to their needs. The administrative and accounting +teams invoice rents and provide a breakdown of charges and +taxes. The legal department draws up the leases and follows +up on any disputes. +Proactive rental management +The rental vacancy risk Cofinimmo faces each year involves +an average of 10 % to 15 % of its office portfolio. A commercial +strategy based on a close relationship with clients contributes +to a continued high occupancy level and positive operating +margin growth. +The commercial strategy is implemented by the incorporation +of innovative solutions intended to best meet tenant needs for +workspace flexibility, mobility, and diversity. The development +of Flex Corner® and The Lounge® concepts are examples of this. +Flex Corner® by Cofinimmo +This concept enables clients looking for smaller office spaces +to lease a private space in an office building equipped with +shared infrastructure (e.g. kitchenette, lounge, meeting rooms). +Leases are offered on a monthly basis and include rent, taxes, and +charges for both the private space and shared areas. Contracts +are established for a period of time corresponding to the cli - +ent’s needs, with a minimum lease of one year. A ‘customise +your lease’ option is also available, making it possible for tenants +to establish their own lease period based on contractual terms +suited to their needs. +This concept was initiated in 2016 and is now available in three +buildings with vacant space. At the end of 2023, the occupancy +rate of the Flex Corner® sites stood at approximately 88 %. +X ESG +In the day-to-day management of its office portfolio, +Cofinimmo pursues one of its primary objectives, which is to +adopt a sustainable and environmental approach. +During an acquisition in particular, Cofinimmo’s influence +can be decisive. It assesses the need for the redevelopment +of a project so as to keep the building up to standard over +the long term. During the selection of projects, it considers +the location and in particular the accessibility of the site using +sustainable transport. +Of course, Cofinimmo adopts a life cycle approach for the +technical management of buildings. When an office build- +ing reaches the end of its life, the construction is recycled. +In central locations in Brussels, where demand for offices is +high, the building is thoroughly renovated. For less central +sites, a study is carried out on the possible reconversion of +the building. Thus, Cofinimmo endeavours to best respond to +the changing needs of office users in terms of the flexibility, +mobility and diversity of living spaces at work. +Furthermore, Cofinimmo pays specific attention to transform- +ing the urban landscape in a responsible manner by focusing +on the diversity of districts and their aesthetics. Cofinimmo +also favours the use of modern techniques and sustaina - +ble materials to reduce the carbon footprint of the buildings +developed, while also endeavouring to limit and reuse waste +from project sites. +The day-to-day management of office buildings is also a real +source of leverage in the sustainable development strategy. +Property management has been an in-house activity since +1999, and its influence is significant. Making tenants aware +of their energy consumption and the signing of agreements +with green energy suppliers is intended to reduce the carbon +footprint of buildings. Environmental data management soft- +ware processes the consumption figures (water, gas, elec- +tricity) and waste production for all the common spaces of +office buildings under operational control, as well as the private +consumption voluntarily provided by the different tenants. +Using this tool helps identify possible sources of savings and +measure the impact of the investments made. Through the +installation of remotely readable meters, the whole office +portfolio is connected to the energy accounting software in +real time. +Through these areas of focus, Cofinimmo wishes to fully carry +out its societal and environmental responsibility. +SECTION 4  I  MANAGEMENT REPORT  I  OFFICES  I +75 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_78.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_78.txt new file mode 100644 index 0000000000000000000000000000000000000000..9cae209e7e39b8a95b6135555a88f09d1c85b661 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_78.txt @@ -0,0 +1,85 @@ +The Lounge® by Cofinimmo +The group has two The Lounge® by Cofinimmo sites : the +first, inaugurated in 2016, in the Park Lane in Diegem and the +second, completed in 2017, in the Gradient building in Brussels +(Woluwé-Saint-Pierre/Sint-Pieters-Woluwe). +Cofinimmo provides tenants and their visitors with modern, +inspiring, and comfortable shared spaces that include catering, +meeting, networking, and relaxation areas. The spaces are man - +aged on-site by the community manager. The concept meets +the growing need for a range of different types of work spaces. +Selective arbitrage of assets +Cofinimmo has implemented a selective arbitrage policy for its +office buildings compatible with a comprehensive management +platform. +In parallel with the expansion of the healthcare real estate seg - +ment, Cofinimmo is focusing on rebalancing its office portfolio +between the various sub-segments, to prioritise high-quality +buildings located in Brussels’ CBD. The vacancy rate in this seg - +ment, is lower than the city’s average market, making it possible +to obtain higher net returns. +Being close to public transport means less pollution from +commuting. +The goal is to take advantage of investors’ appetite for certain +types of assets and to optimise the portfolio composition in +terms of age, size, location, energy performance, and the rental +situation of buildings. The funds collected are then reinvested +in high-quality buildings located in Brussels’ CBD. +Redevelopment projects +Cofinimmo’s internal technical teams, consisting of industrial and +civil engineers, architects, and interior designers, are responsible +1. Source : Cushman & Wakefield. +for redevelopment projects including renovations, reconstruction, +and conversion. The projects are part of a long-term programme +to optimise the composition of the portfolio, create value, and, +more broadly, to responsibly transform the urban landscape. +Office building Montoyer 10 – Brussels’ CBD (BE) : a model of +sustainability +The redevelopment of the M10 is part of a biophilic approach +that aims to maintain contact between people and nature, even +in urban areas. +The architectural design of this building includes a concrete core +and basement, while all other superstructures (floors, columns, +structural façade elements) are made of wood from sustainable +forests. The use of renewable materials and technologies has +significantly reduced the building’s carbon footprint, while the +optimised prefabrication of its components has reduced waste +and created healthy spaces. +The building will have a private garden, a green roof, accessi - +ble terraces on the sixth and seventh floor, triple glazing, solar +panels, LED lighting and heat pumps. The ground and first floor +will have fully glazed facades with high transparency, improving +the feeling of space and increasing the interaction between the +building’s activities and its environment +In addition to an A-level energy label and a BREEAM Outstanding +certification, the M10 was also granted WELL Platinum and CO 2 +neutral company labels. +Occupancy rate +Cofinimmo’s office portfolio occupancy rate was 93.9 % at +31.12.2023 compared to 92.6 % for the overall Brussels office +market1. In 2023, renegotiations and new leases have been signed +for a total of almost 65,207 m² of office spaces. The most signif - +icant transactions are listed in the table below. +Geographical area Name of property Transaction type m2 +Brussels’ CBD Arts/Kunst 46 Lease 600 +Brussels’ CBD Loi/Wet 34 Lease 600 +Brussels’ CBD Montoyer 10 Lease 1,200 +Brussels’ CBD Loi/Wet 89 Lease 3,200 +Brussels’ CBD Loi/Wet 34 Renegotiation & lease 1,600 +Brussels’ CBD Meeûs 23 Renegotiation 800 +Brussels’ CBD Loi/Wet 227 Renegotiation 1,200 +Brussels’ CBD Trône/Troon 98 Renegotiation 600 +Brussels’ CBD Arts/Kunst 46 Renegotiation 1,300 +Brussels’ CBD Guimard 10 Renegotiation 7,600 +Brussels’ CBD Guimard 10 Renegotiation 600 +Brussels’ CBD Everegreen Renegotiation 16,100 +Brussels’ CBD Ligne 13 Renegotiation 800 +Brussels’ decentralised Bourget 50 Lease 600 +Brussels’ decentralised Tervu(e)ren 270 Lease 1,500 +Brussels’ decentralised Tervu(e)ren 270 Lease 4,200 +Brussels’ decentralised Tervu(e)ren 270 Renegotiation & lease 1,800 +Brussels’ decentralised Bourget 44 Renegotiation 2,300 +Brussels’ decentralised Herrmann-Debroux Renegotiation 600 +76 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret currency is a "ruble". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_79.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_79.txt new file mode 100644 index 0000000000000000000000000000000000000000..3e09a8aa6fd54011c7eeddeaa97541ab40c0202a --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_79.txt @@ -0,0 +1,110 @@ +Geographical area Name of property Transaction type m2 +Brussels’ periphery Park Hill Renegotiation & lease 10,000 +Brussels’ periphery Park Lane Renegotiation 1,030 +Brussels’ periphery Park Hill Renegotiation 1,200 +Other regions AMCA – London Tower - Antwerp Lease 1,100 +Other regions AMCA – Avenue Building - Antwerp Lease 600 +Other regions AMCA – Avenue Building - Antwerp Lease 600 +Other regions AMCA - London Tower - Antwerp Renegotiation 600 +Other regions Mechelen Station - Malines/Mechelen Lease 600 +Other regions Mechelen Station - Malines/Mechelen Renegotiation 1,100 +Other regions Mechelen Station - Malines/Mechelen Renegotiation 1,500 +Achievements in 2023 +Pursuing the asset rotation strategy +In 2023, Cofinimmo Offices SA/NV announced the divestment +of several office buildings located in non-strategic areas of its +portfolio. By way of example, we can mention : +• the disposal of the Mercurius 30 office building in the periph - +ery of Brussels announced in January 2023 for approximately +6 million EUR ; +• the disposal of the Georgin 2 office building in the decentralised +area of Brussels announced in March 2023 for approximately +29 million EUR ; +• the disposal of the mix-used site Woluwe 151 in the periph - +ery of Brussels announced in April 2023 for approximately +10 million EUR ; +• the divestment of the Brand Whitlock 87-93 and Woluwe 58 +office buildings (the latter currently being the head office of the +Cofinimmo group) announced in June 2023 for approximately +24 million EUR. +These divestments - made at fair values that are in line with +or higher than those determined by Cofinimmo’s independent +real estate valuers - are fully in line with Cofinimmo’s strategy +in the office segment. +Property Location Surface area +of planned sale +Type of +transaction +Conclusion of +the planned sale / +Foreseen date +Disposal price / +Investment +budget +(in million EUR) +Mercurius 30 Brussels periphery ± 6,100 m² Divestment Q1 2023 ± 6 +Georgin 2 Brussels decentralised ± 17,700 m² +(+340 parking spaces) +Divestment Q1 2023 ± 29 +Woluwelaan 151 Brussels periphery ± 9,200 m² +(+328 parking spaces) +Divestment Q2 2023 ± 10 +Loi/Wet 57 Brussels’ CBD ± 10,000 m² Divestment Q2 2023 ± 36 +Science/ +Wetenschap 41 +Brussels’ CBD ± 2,900 m² Divestment Q2 2023 ± 12 +Woluwe 58 Brussels decentralised ± 3,900 m² Divestment Q2 2023 ± 12 +Loi/Wet 89 Brussels’ CBD ± 3,200 m² Acquisition Q2 2023 ± 7 +Brand Whitlock +87-93 +Brussels decentralised ± 6,200 m² Divestment Q3 2023 ± 12 +Nerviens/ +Nerviërs 105 +Brussels’ CBD ± 9,200 m² Divestment Q3 2023 ± 20 +Stationsstraat 100, +102-108 et 120 +Other regions ± 14,000 m² +(+273 parking spaces) +Divestment Q4 2023 ± 27 +Park Hill Brussels periphery > 16,000 m² Divestment Q4 2023 +± 60Herrmann- +Debroux 44-46 +Brussels decentralised ± 9,700 m² +(+167 parking spaces) +Divestment Q4 2023 +Everegreen Brussels decentralised > 16,000 m² Divestment Q4 2023 +Committed office investment programme +Project Type +(of works) +Surface area +(in m2) +(after works) +Estimated +completion +date +Total +invest­ +ments +Total +invest­ +ments as +at 31.12.2023 +Total +invest­ +ments +in 2024 +Total +invest­ +ments +after 2024 +(x 1,000,000 EUR) +Belgium +Montoyer 10 (Brussels) Redevelopment 6,000 Q1 2024 18 14 3 0 +Stationsstraat 110 (Malines/ +Mechelen) +Renovation 15,000 Q1 2025 36 22 14 0 +TOTAL INVESTMENT PROPERTIES, NON­CURRENT FINANCIAL ASSETS, +FINANCE LEASE RECEIVABLES AND ASSOCIATES + 54 36 17 0 +SECTION 4  I  MANAGEMENT REPORT  I  OFFICES  I +77 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_8.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..999d1cc9dc078065c90a29f06270e2e3de8eec8c --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_8.txt @@ -0,0 +1,117 @@ +is subject to hedging. Considering these hedges and the fixed- +rate debt, the interest rate risk was fully hedged at the end of +the financial year (situation as at 31.12.2023). However, as the +financial debt fluctuates on a daily basis, while the fixed rate +debt and hedges are determined by the financing and hedging +contracts in place at 31.12.2023, the group remains sensitive to +changes in market interest rates on the unhedged portion of the +variable rate financial debt. In addition, property investments are +generally (very) long-term investments and the group therefore +needs to periodically refinance its financial debt (taking into +account the group’s target debt-to-assets ratio), which has a +shorter maturity than the investments, and/or to enter into new +hedging transactions (also with a shorter maturity). Thus, as +at 31.12.2023, the anticipated market interest rate risk was fully +hedged as part of the long-term interest rate hedging policy. +The hedging at each year-end will gradually decrease to nearly +80 % (or more) at the end of 2027 based on the outlook of the +debt assumptions (coverage ratio of 100 % at the end of 2024, +94 % at the end of 2025, 91 % at the end of 2026 and 83 % at the +end of 2027). The unhedged part of the financial debt (which +fluctuates on a daily basis) means that Cofinimmo remains +exposed to fluctuations in short-term market interest rates. It +should also be noted that the forecast debt may differ from +the actual debt, which could result in additional exposure to +fluctuations in market interest rates. +Potential effects : +1. An increase in financial charges in the event of an increase in +interest rates, on the debt portion that has been concluded at +a floating rate and that would not be hedged, and therefore a +decrease in net assets per share*. In 2024, assuming that the +debt structure and level remain identical to those at 31.12.2023, +and disregarding the hedging instruments put in place, an +increase in interest rates of 50 basis points would result in an +26 basis points increase in the financing cost, a decrease in +the net result - group share of 7.3 million EUR and a decrease +in net assets per share* of 0.20 EUR. Taking into account the +hedging instruments put in place, an increase in interest rates +of 50 basis points would not have a noticeable impact. +2. A change in the fair value of financial instruments in the event +of a change in interest rates, and hence a change in the net +result - group share and in net assets per share*. In 2024, a +negative change in the fair value of financial instruments of +1 million EUR would represent a decrease in the net result - group +share of 1 million EUR and a decrease in net assets per share* +of 0.03 EUR. A positive change would have an opposite effect +of the same magnitude. +F.1.1.5 Situation of some healthcare operators +The effects of the recent situation around some healthcare +operators, mainly in France and Germany (see page 40 of this +document), can be assessed from different angles that fit into +the risk factor analysis : +• leasing market conditions in the group’s operating segments +(see F.1.1.2) : should the occupancy rate of the said operators +durably be affected and/or as a result of an increase in their +operating or financial expenses ; +• concentration risk (see F.1.3.1) : should some of the group’s cur - +rent tenants be involved in a business combination ; +• vacancy rate (see F.1.3.2) : in the event of early termination +of leases ; +• changes to social security schemes (see F.3.2) : should the legal +framework in which these operators operate change in a way +that it becomes unfavourable to their development or to the +respect of their existing commitments towards the owners of +the properties they operate ; +• lack of ESG transparency (see F.5.2) : in the event of a conta - +gion effect on the reputation of Cofinimmo and/or the other +owners of properties operated by these tenants. +As a regulated real estate company, Cofinimmo is in no way +involved in the operation of the sites leased to healthcare oper - +ators. The occupancy rate is managed by the operator of the +sites, and the rents are independent of the local occupancy rate +or the financial performance, within the framework of long-term +contracts (see pages 82 to 86 of chapter ‘Compostion of con - +solidated portfolio’ for more details on diversification in terms +of tenant and geography). +F.1.2 Property portfolio +F.1.2.1 Negative change in the fair value of property +The market value of the group’s investment properties, as +reflected by the fair value recognised in the balance sheet, +is subject to changes and depends on various factors. Some +of these factors are outside the group’s scope of action, such +as a decrease in demand and occupancy rate of the group’s +operating real estate segments, a change in interest rates in +the financial markets, or an increase in real estate transfer tax +in the group’s operating geographical areas. Other factors also +play a role in the valuation of investment properties, such as +their technical condition, commercial positioning, or the invest - +ment budgets necessary for proper functioning and marketing. +A significant negative change in the fair value of investment +properties from one period to another would represent a sig - +nificant loss in the group’s income statement, with an adverse +effect on its net assets and debt-to-assets ratio. The high level +of inflation currently observed in Europe, which led to an increase +in nominal interest rates, is likely to generate changes in the fair +value of buildings that can be positive (as a result of inflation) +or negative (as a result of nominal interest rates). +Potential effects : +1. At 31.12.2023, a 1 % change in value would have had an impact +of around 62.3 million EUR on the net result (compared to +62.0 million EUR at 31.12.2022), 1.70 EUR on the net asset value +per share* (compared to 1.89 EUR at 31.12.2022) and 0.42 % on +the debt-to-assets ratio (compared to 0.43 % at 31.12.2022). +2. If the cumulative changes in the fair value of properties (repre - +senting a cumulative unrealised gain of 188 million EUR as at +31.12.2023) were to be reduced to a cumulative unrealised loss +in value of -805 million EUR (which would mean a writedown of +993 million EUR), the group would be partially or totally unable +to pay dividends. The amount of 805 million EUR results from +the application of article 7:212 of the Belgian Code of Com - +panies and Associations (see page 329 of this document). It +includes in particular distributable share premiums (of about +619 million EUR), and is understood to be after the effect of +the distribution in 2024 of the proposed dividend for the 2023 +financial year. +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +6 +The secret flower is a "daisy". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_80.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_80.txt new file mode 100644 index 0000000000000000000000000000000000000000..8ddf0da30f60d0f5799a734943db67c367c1f390 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_80.txt @@ -0,0 +1,36 @@ +The portfolio consists of : +in Belgium +• healthcare and office assets, a +network of pubs and restaurants +and public- private partnerships ; +in France +• healthcare assets ; +in the Netherlands +• healthcare assets and a network of +pubs and restaurants ; +in Germany +• healthcare assets ; +in Spain +• healthcare assets ; +in Finland +• healthcare assets ; +in Ireland +• healthcare assets ; +in Italy +• healthcare assets ; +in the United Kingdom +• healthcare assets. +At 31.12.2023, the consolidated property portfolio of the Cofinimmo group consisted +of 1,211 buildings with a total surface area of 2,500,000 m². Its fair value amounts to +6.2 billion EUR. +Healthcare real estate represents 75 % of the group’s portfolio and is spread over +nine countries : Belgium, France, the Netherlands, Germany, Spain, Finland, Ireland, +Italy and the United Kingdom. The share of office buildings accounts for 18 % of the +consolidated portfolio. This part of the portfolio is located entirely within Belgium, +mainly in Brussels, the capital of Europe. The group also owns one distribution +network leased to AB InBev, a major player in Belgium and the Netherlands. +Composition of the +consolidated portfolio + X Nursing and care home - Raisio (FI) +78 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_81.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_81.txt new file mode 100644 index 0000000000000000000000000000000000000000..43c62d9be43078f56fe3378d4471e0eec93f461f --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_81.txt @@ -0,0 +1,92 @@ +Changes in the consolidated +portfolio +Change from 1996 to 2023 +Cofinimmo was approved as a public fixed capital investment +company (Sicafi/Vastgoedbevak - now SIR/GVV) in 1996. The +investment value of its consolidated portfolio amounted to +precisely 600 million EUR at 31.12.1995. At 31.12.2023, it exceeds +6.5 billion EUR. +Between 31.12.1995 and 31.12.2023, the group : +• invested a total of 8,275 million EUR in investment properties +(acquisitions, constructions and renovations) ; +• divested for a total amount of 2,868 million EUR. +On average, Cofinimmo realised net capital gains on investments +of 7 % upon disposal (based on the latest annual valuations +preceding the disposal, before deduction of payments to inter - +mediaries and other miscellaneous expenses). These figures do +not include capital gains and losses realised on the sale of shares +of companies owning buildings. These amounts are recorded +as capital gains or losses on the sale of securities. +The graph on the bottom of next page shows a breakdown by +real estate segment of investments totalling 8,275 million EUR +between 1996 and 2023. +Change in the investment value of the +consolidated portfolio between 1996 and 2023 +(x 1,000,000 EUR) +Investment value of the portfolio as at 31.12.1995 609 +Acquisitions 6,925 +Constructions and renovations 1,351 +Net disposal value -3,074 +Realised gains and losses compared to the last annual +estimated value +205 +Writeback of lease payments sold 233 +Change in the investment value 292 +Currency translation differences linked to conversion +of foreign activities +-1 +Investment value of the portfolio as at 31.12.2023 6,539 +Accelerated growth of the consolidated portfolio +(overall consolidated asset between 2018 and +2023 - in billion EUR) +Breakdown of the consolidated portfolio per country +(as at 31.12.2023 – at a fair value of +6,231 million EUR - in %) +* (ES 6 % - FI 2 % - IE 2 % - IT 3 % - UK 1 %) + 14 % +Others* + 11 % +France + 10 % +The Netherlands + 14 % +Germany + 50 % +Belgium +Breakdown of the consolidated portfolio by real estate +segment (as at 31.12.2023 – at a fair value of +6,231 million EUR - in %) + 75 % +Healthcare + 18 % +Offices + 7 % +Property of +distribution +networks +6.5 +6 +5.5 +5 +4.5 +4 +3.5 +3 +31.03.2018 31.12.2018 31.12.2019 31.12.2020 31.12.2021 31.12.2022 31.12.20233,0 +3,5 +4,0 +4,5 +5,0 +5,5 +6,0 +6,5 +7,0 +CAGR : 11 % +3.7 +4.0 +4.6 +5.35.3 +6.2 +66.88 6.7 +79 +SECTION 4  I  MANAGEMENT REPORT  I  COMPOSITION OF THE CONSOLIDATED PORTFOLIO  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_82.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_82.txt new file mode 100644 index 0000000000000000000000000000000000000000..7da093fe19d43d304e9b0244ff7871061d87b5e9 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_82.txt @@ -0,0 +1,73 @@ +Change in 2023 +The investment value of the consolidated portfolio increased from +6,492 million EUR at 31.12.2022 to 6,539 million EUR at 31.12.2023. +At fair value, the figures were 6,200 million EUR at 31.12.2022 and +6,231 million EUR at 31.12.2023. +In 2023, the Cofinimmo group : +• invested a total of 515 million EUR 1 in investment properties +(acquisitions, constructions and renovations) ; +• divested for a total amount of 303 million EUR. +The divestments carried out in 2023 consisted primarily of 12 office +buildings, 14 pubs and restaurants from the Pubstone distribution +network, 71 insurance agencies from the Cofinimur I distribution +network and 5 assets in healthcare real estate. +The graph on this page shows the breakdown of investments +by real estate segment realised in 2023, totalling 515 million EUR, +which includes also the change in non-current financial assets, the +change in investments in associates and the impact of the con - +solidation of the SCI Foncière CRF, giving a total of 338 million EUR. +Investment properties (including non-current assets held for sale) +increased by 31 million EUR in 2023 (47 million EUR at investment +value), i.e. a 0.5 % increase. The table on the next page details +the change in fair value of the portfolio in 2023 by segment and +geographical area. +Change in the investment value of the +consolidated portfolio in 2023 +(x 1,000,000 EUR) +Investment value of the portfolio + as at 31.12.2022 +6,492 +Acquisitions1 343 +Constructions and renovations 173 +Net disposal value -299 +Realised gains and losses compared to +the last annual estimated value +-4 +Writeback of lease payments sold 1 +Change in the investment value -169 +Currency translation differences linked to +conversion of foreign activities +1 +Investment value of the portfolio +as at 31.12.2023 +6,539 + X Nursing and care home - Legazpi (Madrid - ES) +Breakdown of investments +by real estate segment in 2023 +(in investment value - x 1,000,000 EUR) + 4 +Property of +distribution +networks + 464 +Healthcare real estate 1 + 47 +Offices +Breakdown of investments by real estate segment +between 1996 and 2023 +(in investment value - x 1,000,000 EUR) + 609 +Property of +distribution +networks + 2,896 +Offices + 4,770 +Healthcare real estate +1. As well as -1 million EUR in investments in associates, finance lease +receivables and other non-current receivables. It should be noted that this +amount includes the recognition of investment properties (189 million EUR at +investment value ; 178 million EUR at fair value) as part of the consolidation +of SCI Foncière CRF. +80 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_83.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_83.txt new file mode 100644 index 0000000000000000000000000000000000000000..2f06972b909132003b52d3e658d1d07804ab8893 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_83.txt @@ -0,0 +1,29 @@ +Change in fair value of the consolidated portfolio by real estate +segment and by geographical area in 2023 +Real estate segment and +geographical area +Change in fair +value1 +Share of the +consolidated portfolio +Healthcare real estate -2.2 % 74.9 % +Belgium -2.4 % 26.9 % +France 2.1 % 11.1 % +Netherlands 0.5 % 8.1 % +Germany -6.6 % 14.4 % +Spain -4.9 % 5.8 % +Finland 1.6 % 2.5 % +Ireland -0.8 % 1.6 % +Italy -0.5 % 3.5 % +United Kingdom -2.1 % 1.1 % +Offices -5.8 % 17.7 % +Brussels CBD -6.1 % 12.0 % +Brussels decentralised -3.1 % 3.1 % +Brussels periphery -1.8 % 0.6 % +Other regions -9.3 % 1.9 % +Property of distribution networks 0.3 % 7.4 % +TOTAL PORTFOLIO -2.7 % 100.0 % +1. Without the initial effect of the changes in scope. + X Office building Quartz - Brussels’ CBD (BE) +81 +SECTION 4  I  MANAGEMENT REPORT I COMPOSITION OF THE CONSOLIDATED PORTFOLIO  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_84.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_84.txt new file mode 100644 index 0000000000000000000000000000000000000000..a9f10e1c1c51db1435197eca02427496244d0751 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_84.txt @@ -0,0 +1,62 @@ +Rental situation of the +consolidated portfolio +1. This category represents the following countries : Spain, Finland, Ireland, Italy and the United Kingdom. +The commercial management of the group’s portfolio is +handled entirely in-house : closeness to clients enables the group +to build a long-term relationship of trust, an essential element +for ensuring a high occupancy rate, long lease maturities and +quality tenants. +Occupancy rate +The occupancy rate of the consolidated portfolio (excluding +assets held for sale), calculated on the basis of contractual rents +for space leased and the rental values estimated by independent +real estate valuers for unoccupied space was 98.5 % at 31.12.2023. +It is as follows for each real estate segment : +Real estate segment +and country +Occupancy +rate +Comment +Healthcare real estate 99.4 % +Belgium 100.0 % +Acquired assets are fully leased to healthcare operators, with whom Cofinimmo usually +signs leases with an initial term of 27 years. +Assets in development are all pre-let. +France 99.6 % +Acquired assets are fully leased to healthcare operators, with whom Cofinimmo usually +signs leases with an initial term of 12 years. +As at 31.12.2023, the average residual lease length is 8 years (it was 3 years at 31.12.2022), and +two assets are empty. In 2023, 1 asset has been dvested at market value, 1 asset has been +delivered and 6 assets entered the portfolio, following the acquisition of a majority stake in the +SCI Foncière CRF. +The asset being developed is pre-let. +The Netherlands 99.1 % +Cofinimmo owns 19 medical office buildings which are directly leased to healthcare +professionals who receive their patients in the facilities. As at 31.12.2023, the occupancy rate of +these buildings was 98.4 %. +All other assets are fully leased to healthcare operators, with whom Cofinimmo usually +signs leases with an initial term going from 10 to 20 25 years. +Assets being developed are all pre-let. +Germany 97.6 % Acquired assets are fully leased to healthcare operators, with whom Cofinimmo usually +signs leases with an initial term going from 15 to 30 years. +Other1 100.0 % Acquired assets are fully leased to healthcare operators, with whom Cofinimmo usually +signs leases with an initial term going from 12 to 35 years. +Offices 93.9 % +The large majority of leases signed by Cofinimmo in this segment are 3/6/9 years. +The annual rental vacancy risk facing the group represents an average of 10 % to 15 % of its +office portfolio. +By comparison, the average vacancy rate in the Brussels office market was 7.40 % as at +31.12.2023 (source : Cushman & Wakefield). +Property of distribution +networks 99.8 % +This segment consists of the Pubstone portfolio, as well as two assets : the land reserve +Tenreuken located in Brussels, and the federal police station located Kroonveldlaan 30 in +Termonde/Dendermonde. +Each year, as of the seventh year of the lease (2014), AB InBev has the option of terminating +pub and restaurant leases accounting for up to 1.75 % of the annual rental income of the total +Pubstone portfolio. The group has vacated 208 assets since 2014, of which 13 have been re-let, +192 have been sold and 3 are empty. +TOTAL 98.5 % +82 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret object #5 is a "vase". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_85.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_85.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a79042ca468a4b1883afb2555b978dd8eefe83f --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_85.txt @@ -0,0 +1,57 @@ +Timetable of lease maturities +If every tenant were to exercise their first break option, the +weighted average residual length of all leases in effect on +31.12.2023 would be 13 years. The graph below shows the lease +maturity for each real estate segment as at 31.12.2023. +The average residual lease length would be 13 years if no break +option was exercised, i.e. if all tenants continued to occupy their +surface areas until the contractual end of the leases. +Furthermore, as at 31.12.2023, nearly 70 % of the leases signed +by the group had a residual term greater than 9 years (see +table opposite). +Breakdown of the consolidated portfolio +based on lease maturities +(as at 31.12.2023 - in contractual rents) +Lease maturities Lease +maturities +Leases > 9 years 69.8 % +Healthcare real estate 58.6 % +Property of distribution networks - Pubstone 9.3 % +Offices – public sector 0.7 % +Offices – private sector 1.1 % +Leases 6-9 years 10.5 % +Healthcare real estate 6.5 % +Offices 3.5 % +Property of distribution networks – Others 0.5 % +Leases < 6 years 19.7 % +Offices 11.2 % +Healthcare real estate 8.5 % +TOTAL 100 % +1. For the ‘Healthcare’ segment, is it as follows : Belgium (17), France (8), Netherlands (10), Germany (20), Spain (20), Finland (16), Ireland (13), Italy (7) and United +Kingdom (33). +13 years +Weighted average +residual lease length +98.5 % +Occupancy rate +Weighted average residual lease length per real estate +segment until the first possible break option +(as at 31.12.2023 – in number of years) +Offices Property of distribu- +tion networks +Healthcare +16 +14 +12 +10 +8 +6 +4 +2 +0 +151511 +55 +1212 +Average : 13 yearsAverage : 13 years +83 +SECTION 4  I  MANAGEMENT REPORT I COMPOSITION OF THE CONSOLIDATED PORTFOLIO  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_86.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_86.txt new file mode 100644 index 0000000000000000000000000000000000000000..3cae01267a3495b52a986af999202c64dbed51e6 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_86.txt @@ -0,0 +1,83 @@ +Tenants +The group’s consolidated portfolio consists of approximately +300 groups of tenants from a variety of sectors. Diversifica - +tion contributes to the group’s moderate risk profile. The listed +French group Clariane (previously known as Korian), expert in +senior care and support services, is the group’s leading tenant. +It is followed by AB InBev which leases the Pubstone pubs and +restaurants portfolio. The developments in the situation of some +healthcare operators is addressed in a separate section on pages +40 and 41 of this document. +Change in rental income +Rental income has increased from 326 million EUR in 2022 to +353 million EUR IN 2023, i.e. up 8.5 %. On a like-for-like basis*, +the level of rents increased (+5.5 %) between 31.12.2022 and +31.12.2023 : the positive effect of new leases (+1.2 %) and indexation +(+5.9 % in total, including in particular +6.2 % for healthcare real +estate, of which +7.3 % in Belgium for example, indexation being +usually applied at the anniversary date of the contract) more +than compensated the negative impact of departures (-1.2 %) +and renegotiations (-0.4 %). The renegotiations include the effect +of the extension of the usufruct of the Loi/Wet 56 and Luxem - +bourg/Luxemburg 40 office buildings occupied by the European +Commission, for which the assignments of receivables made in +2008 expired during the year 2022. +Rental income +Cofinimmo is able to secure its long-term revenue thanks to +its portfolio diversification strategy and its active commercial +management. Over 85 % of its rental income is contractually +guaranteed until 2028. This percentage increases to 90 % if no +termination options are exercised and if all of the tenants remain +in their rented spaces until the contractual end of their lease. +Breakdown of the consolidated portfolio by tenant +business sector (as at 31.12.2023 - based on +contractual rents of 355 million EUR - in %) + 73.6 % +Healthcare + 9.3 % +AB InBev + 2.4 % +Consultants +& law firms + 2.0 % +Finance, insurance +& real estate + 5.9 % +Belgian & international +public sector + 4.6 % +Other + 2.0 % +ICT, telecom +& media +1. Of which 1.5 % in France, 2.4 % in Belgium, 1.7 % in Germany and 0.3 % in Spain. In addition, the Aldea group, in which Cofinimmo has a 27.1 % stake, holds nine sites +leased to Orpea in Belgium representing approximately 55 % of its rental income. 2. On 20.03.2024, Orpea announced the rebranding of its name to ‘Emeis’. +2. On 20.03.2024, Orpea announced the rebranding of its name to ‘Emeis’. +Clariane AB InBev Colisée Orpea 1-2 Public +sector +DomusVi Care-Ion Stella Vitalis French +Red Cross +Aspria +15 % +9 % +8 % +6 % 6 % +5 % +4 % +3 % 3 % 2 % +20 +15 +10 +5 +0 +40 +30 +20 +10 +0 +Proportion of contractual rents (in %) +Length (in years) +Top 10 tenants (as at 31.12.2023 - based on contractual rents - in %) and weighted average residual lease length +until the first break option (as at 31.12.2023 – in number of years) +84 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_87.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_87.txt new file mode 100644 index 0000000000000000000000000000000000000000..163ab264516e48bcb9a4e10f1aa9314a66e32604 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_87.txt @@ -0,0 +1,52 @@ +Change in gross rental income on a like-for-like basis* by real estate segment in 2023 +Real estate segment Gross rental +revenues at +31.12.2023 +(x 1,000,000 EUR) +Gross rental +revenues at +31.12.2022 +(x 1,000,000 EUR) +Change Changes in gross +rental revenues +on a like­for­like +basis* +Share of the +consolidated +portfolio at fair +value +Healthcare real estate 248.0 215.2 +15.2 % 4.8 % 74.9 % +Offices 70.8 75.4 -6.1 % 6.4 % 17.7 % +Property of distribution networks 34.7 35.1 -1.2 % 7.8 % 7.4 % +TOTAL 353.4 325.7 +8.5 % 5.5 % 100.0 % + X Nursing and care home - Kuopio (FI) +Rental income (as at 31.12.2023 - in contractual rents - in %) + Offices + Property of distribution +networks + Healthcare real estate +2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 > 2038 +100 +90 +80 +70 +60 +50 +40 +30 +20 +10 +00 +10 +20 +30 +40 +50 +60 +70 +80 +90 +100 +85 +SECTION 4  I  MANAGEMENT REPORT I COMPOSITION OF THE CONSOLIDATED PORTFOLIO  I +The secret landmark is "Big Ben". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_88.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..e6ed4a7a9e0c8238b6e9e462e07aeb7e5c8cbb5e --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_88.txt @@ -0,0 +1,57 @@ +Rental yield +Rental yield is defined as the rental income for rented spaces +and the estimated rental value of unoccupied space, divided +by the investment value of the buildings (excluding assets held +for sale) as established by independent real estate valuers. This +rental yield is defined as the capitalisation rate of rental income +applied to the real estate portfolio. +The difference between gross rental yields and net rental yields +reflects direct costs : technical costs (maintenance, repairs, etc.), +commercial costs (agent commissions, marketing expenses, etc.) +and charges and taxes on unoccupied space. The majority of +healthcare real estate leases in Belgium, United Kingdom and +Ireland are triple net, while in France, Germany, the Netherlands, +Spain, Italy and Finland, the majority is double net (Dach und Fach +- see Glossary). The triple net lease implies that maintenance +and insurance expenses, as well as taxes, are at the tenant’s +expense, contrary to the double net lease. Therefore, gross and +net rental yields are almost identical in this segment. +Gross rental yield of the Cofinimmo portfolio and +annual average of the 10-year Belgian government +bonds rate (as at 31.12.2023 - in %) + Cofinimmo - Offices + Cofinimmo - Overall portfolio +2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 + Average 10-year Belgian government bonds + Cofinimmo - Healthcare real estate +Gross/net yields per real estate segment +(as at 31.12.2023 - in %) +Healthcare real +estate +Property of +distribution +networks +Offices Total +10 % +8 % +6 % +4 % +2 % +0 % +Gross Net Gross Net Gross Net Gross Net +9 % +8 % +7 % +6 % +5 % +4 % +3 % +2 % +1 % +0 % +-1 % +6.9 +6.4 6.4 +5.6 5.8 5.55.6 5.4 +86 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_89.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..b126f57718dca0899a10df9185aba666a17a963e --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_89.txt @@ -0,0 +1,38 @@ +Financial resources +management +Cofinimmo reinforced its financial resources and its balance +sheet structure during the last two financial years (cumulative +capital increases of 565 million EUR in 2021 and 114 million EUR in +2022) and has continued to do so in 2023 (cumulative capital +increases of 247 million EUR and new financings for a total of +230 million EUR). The financing operations during this period +enabled the group to improve the maturity timetable of its finan - +cial debts, to increase the amount of available financing, and +to maintain an average cost of debt* at particularly low levels. +At the end of 2023, Cofinimmo’s debt consisted mainly (around +70 %) of long-term financing taken out in recent years. +The group’s debt and committed credit lines are not subject +to any early repayment clauses or changes in margin related +to its financial rating. They are generally subject to conditions +related to : +• compliance with RREC legislation ; +• compliance with debt-to-assets ratio levels and hedging of +financial charges through the cash flow ; +• fair value of the real estate portfolio. +The ratios were met at 31.12.2023 and throughout 2023. In addition, +no payment defaults on the loan contracts, nor violations of the +terms and conditions of these same contracts are expected +in the coming 12 months. Failure to meet any of these ratios or +certain obligations under the loan agreements would, after a +period of notice, result in a default on the loan agreement and +the repayment of amounts received under the loan agreement. + X Detail of the innovative timber structure of the office building +Montoyer 10 - Brussels’ CBD (BE) +Cofinimmo’s financial strategy is characterised by the diversification +of its financing sources, regular access to the capital markets, +a debt-to-assets ratio close to 45 % and the optimisation of the +maturity and cost of its financing. Cofinimmo also pays particular +attention to the coherence between its financial strategy and its +ESG objectives (see chapter ‘Strategy’ of this document). +87 +SECTION 4  I  MANAGEMENT REPORT  I  FINANCIAL RESOURCES MANAGEMENT  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_9.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..ed6495ff20d8e53fb4615d1879498f27b8bb0f79 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_9.txt @@ -0,0 +1,112 @@ +F.1.2.2 Investments subject to conditions +Some investments announced by the Cofinimmo group are sub - +ject to conditions, particularly for (re)construction, renovation, +extension and acquisition projects that have not yet been formally +completed. The committed investment programme represents +290 million EUR still to be made in 2024 (255 million EUR) and after +2024 (35 milion EUR), mainly in healthcare real estate (detailed +on page 44 for healthcare real estate and 77 for offices). The +main condition for each of these projects to contribute to the +result in accordance with the announcements made at the time +of their completion is that the project is completed. A project for +which construction has not yet commenced is also generally +subject to obtaining the necessary permits. +Potential effects : +1. Insofar as the return generated by these investments is already +reflected in the outlook ( see also F.4 below) and in the market +price of Cofinimmo shares, the outlook and the price are +exposed to downside risks in the event of significant delay or +non-completion of these investments. +F.1.3 Customers +F.1.3.1 Concentration risk +Concentration risk is assessed for buildings, locations, and (groups +of) tenants or operators. As at 31.12.2023, the Cofinimmo group had +a diversified customer base (nearly 300 groups of tenants or +operators), of which more than 70 in healthcare real estate. In +2023, the group’s five main (groups of) tenants or operators +generated 44.8 % of gross rental revenues. The two main (groups +of) tenants or operators accounted respectively for 15.3 % (Clari- +ane1 group) and 9.3 % (AB InBev) of these revenues. Furthermore, +the public sector generated 5.8 % of gross rental revenues. +Potential effects : +1. Significant reduction in rental income and hence net result +- group share, and net assets per share* in the event of the +departure of major tenants or operators. +2. Collateral effect on the fair value of investment properties (see +F.1.2.1 above). +3. Non-compliance with the diversification obligations provided +for by the RREC legislation, which mandates that ‘no transaction +carried out by a public RREC can have the effect that more +than 20 % of its consolidated assets are placed in real estate +assets (…) that form a single set of assets, or increase this +proportion further, if it is already higher than 20 %, irrespective +of the cause of the initial exceedance of this percentage’. +A set of assets is defined as ‘one or more buildings or assets +(...) whose investment risk is to be considered as a single risk +for the public RREC’ (article 30 of the RREC law). The fair value +of investment properties operated by entities of the Clariane +and AB InBev groups represents respectively 13.4 % and 6.5 % +of the consolidated assets. +F.1.3.2 Vacancy rate +A vacancy may arise in the event of non-renewal of expiring +rental contracts, early termination, or unforeseen events, such +as tenant/operator bankruptcies (see chapter ‘Composition of +consolidated portfolio’). Given the high occupancy rate observed +as at 31.12.2023 in the group’s operating sectors (healthcare real +1. Previously known as Korian group. +estate : 99.4 % ; offices : 93.9 % ; property of distribution networks : +99.8 % ; group : 98.5 %), the risk of future rental vacancies is nat - +urally greater than the opportunity to increase the occupancy +rate in each of these segments. The effects of the high level +of inflation in Europe can be assessed (see F.1.1.2) in terms of +vacancy rate, should inflation be such that it makes indexed +rents unaffordable for some tenants and increases vacancies. +Potential effects : +1. As at 31.12.2023, a 1 % increase in the vacancy rate at group level +would have had an impact of about 3.6 million EUR on the net +result – group share, excluding amounts normally borne by +tenants/operators and marketing costs borne by the group. +F.2 Risks related to Cofinimmo’s financial +situation +F.2.1 Liquidity risk +Cofinimmo’s investment strategy is largely based on its abil - +ity to raise funds, whether borrowed capital or shareholder’s +equity. This ability depends particularly on circumstances that +Cofinimmo does not control, such as the state of international +capital markets, banks’ ability to grant credit, market partici - +pants’ perception of the group’s solvency, market participants +perception of real estate in general and on the group’s operating +segments in particular. The group could therefore encounter +difficulties in obtaining financing necessary for growth or for +the exercise of its activities. Cofinimmo monitors liquidity risk on +an ongoing basis by keeping a close eye on the debt-to-assets +ratio, headroom on committed credit lines, interest rate hedg - +ing, the cost of debt and net result from core activities - group +share* (in absolute terms and per share), while maintaining an +ongoing dialogue with investors in the capital markets and with +its network of banking institutions. As at 31.12.2023, Cofinimmo’s +financial debt consisted mainly of bonds, commercial paper +and bank loans. This debt was fully hedged, resulting in an aver - +age cost of debt*, including bank margins, of 1.4 %. In addition, +the maturities for the years 2024 and 2025 have been limited +to approximately 13 % of total financing. The chapter ‘Financial +resources management’ of this document details the group’s +financing strategy and the manner in which it is implemented. +It also presents the group’s debt structure and a timetable of +financial commitments. +Potential effects : +1. Inability to finance acquisitions or development projects. +2. Financing at a higher cost than expected, with an impact on +net result - group share, and hence on net assets per share*. +3. Inability to meet the group’s financial commitments (oper - +ating activities, interest or dividend payments, repayment of +maturing debts, etc). +F.2.2 Contractual obligations and legal parameters +Cofinimmo group is contractually or statutorily obliged to comply +with certain obligations and certain parameters or ratios, par - +ticularly within the framework of its contracted credit agree - +ments. Non-compliance with these commitments, parameters, +or ratios entails risks for the group. The main legal obligations, +parameters, or ratios are specified in regulations on regulated +7 +SECTION 1  I  RISK FACTORS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_90.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_90.txt new file mode 100644 index 0000000000000000000000000000000000000000..f4c77a29969f069386daf6dd6fbb64f6c5c414ab --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_90.txt @@ -0,0 +1,90 @@ +Financing transactions in 2023 +1. After deduction of a 30 % withholding tax, this corresponds to a net dividend of 4.34 EUR per share. +2. Amount from which the withholding taxes on dividends relating to reinvested and non-reinvested coupons has been deducted. +Cofinimmo reinforced its financial resources and its balance +sheet structure during the last two financial years (cumulative +capital increases of 565 million EUR in 2021 and 114 million EUR in +2022) and has continued to do so in 2023 (cumulative capital +increases of 247 million EUR and new financings for a total of +230 million EUR). The financing operations during this period +enabled the group to improve the maturity timetable of its finan - +cial debts, to increase the amount of available financing, and +to maintain an average cost of debt* at particularly low levels. +Details of the various operations carried out follow below. +Capital increases +Since 01.01.2023, Cofinimmo carried out four capital increases +(optional dividend in the 2nd quarter, contributions in kind in the +3rd quarter and cash via accelerated bookbuilding in the 4 th +quarter, totalling 247 million EUR). +Optional dividend +The ordinary general meeting of 10.05.2023 had decided to +distribute a gross dividend of 6.20 EUR per share1 for the 2022 +financial year. +The board of directors decided to offer shareholders the choice +between receiving the dividend payment for the year 2022 in +new shares or in cash, or to opt for a combination of both means +of payment. The subscription price of one new share was set at +73.78 EUR. The new shares are entitled to Cofinimmo’s results as +from 01.01.2023 (first dividend payable in 2024). +Shareholders were invited to communicate their choice between +the different payment modalities between 17.05.2023 and +31.05.2023. +A total of 31 % of the 2022 dividend coupons were contributed +to the capital against new shares. This resulted in the issue of +599,974 new shares for a total amount of 44.3 million EUR. +The remaining dividend pay-out was settled in cash for a net +total amount of 98.3 million EUR 2. The payment in cash and/or +the delivery of securities were made as from 05.06.2023. The +effective day of listing of the new shares was 07.06.2023. +Funds not paid in cash will be used by the company to finance +property acquisitions and renovation projects. +Capital increases through contributions in kind +During the 2023 financial year, Cofinimmo carried out two capital +increases through contribution in kind, within the framework of +the authorised capital. +• On 07.07.2023, 400,472 new shares were issued for approxi - +mately 29 million EUR in the context of the acquisition of the +company owning a nursing and care home in Oupeye, Belgium +(see page 48) ; +• On 13.07.2023, 101,495 new shares were issued for approximately +7 million EUR in the context of the acquisition of a nursing and +care home in Limerick, Ireland via a purchase with a deferred +payment of the price and a subsequent contribution in kind +in Cofinimmo SA/NV of the resulting receivable (see page 59). +Capital increases in cash via accelerated bookbuilding +On 04.10.2023, Cofinimmo SA/NV launched a capital increase in +cash via accelerated bookbuilding (the ‘ABB’) with international +institutional investors, within the limits of the authorised capital, +with cancellation of the preferential subscription right of existing +shareholders and without granting an irreducible allocation right +to existing shareholders. +The company successfully completed the ABB. 2,785,805 new +shares (which corresponds to approximately 8.2 % of the out - +standing capital prior to the capital increase), were placed +with institutional investors at an issue price of 60.00 EUR per +share. The issue price represented a discount of 6.6 % compared +with the last trading price on 03.10.2023 of 64.25 EUR per share. +The gross amount of the capital increase amounts to approx- +imately 167 million EUR. +The net proceeds will reinforce the company’s balance sheet and +will finance the remaining amounts to be invested to complete +ongoing development projects. +The issue, delivery and admission to trading on the Euronext Brus - +sels regulated market of the new shares took place on 09.10.2023. +Financing operations since 01.01.2023 +Overall financing developments +• 30.01.2023 : Refinancing of a 90 million EUR credit line maturing +at the end of January 2023 to bring its maturity to 2030 ; +• 29.03.2023 : New 18 million EUR bilateral credit line maturing in +2030 ; +• 17.04.2023 : Signature of the extension for 210 million EUR of the +sustainability-linked syndicated loan for one additional year +to bring its maturity to 19.05.2028, with no impact on credit +spreads ; +• 18.09.2023 : Consolidation of a 72 million EUR credit line maturing +in 2030 following the consolidation of the property company +‘SCI Foncière CRF’ (see page 50) ; +• 06.10.2023 : Refinancing of a 50 million EUR credit line maturing +at the end of January 2024 to bring its maturity to 2029 ; +88 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_91.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_91.txt new file mode 100644 index 0000000000000000000000000000000000000000..9b88609b2f7da43beb2dfcc695fce17d0468bdb7 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_91.txt @@ -0,0 +1,24 @@ +• 18.10.2023 : Extension of two credit lines for a total amount of +90 million EUR for 1 additional year to bring their maturity to +2028 ; +• 06.11.2023 : Extension of two credit lines for a total amount of +25 million EUR for 1 additional to bring their maturity to 2034 ; +• 08.01.2024 : New 50 million EUR bilateral ‘social’ credit line matur - +ing in 2029. +The credit spreads on these instruments are comparable to those +of the (re)financing concluded in the previous financial year. +Interest rate hedging +In January 2023, Cofinimmo increased its hedging by subscribing +to IRS for an amount of 75 million EUR covering the years 2026- +2029. In June 2023, Cofinimmo also subscribed to an IRS for an +amount of 100 million EUR covering the year 2026. In July 2023, +Cofinimmo subscribed to 3 new IRS for 50 million EUR in order to +increase its hedging for the year 2026 (100 million EUR) and the +years 2028-2030 (50 million EUR). In September 2023, Cofinimmo +also subscribed to an IRS for an amount of 75 million EUR cov - +ering 2028-2030. Finally, in December 2023, the group signed +additional IRS for an amount of 200 million EUR to complete its +hedging for the years 2029-2030. + X Nursing and care home - Legazpi (Madrid - ES) +89 +SECTION 4  I  MANAGEMENT REPORT  I  FINANCIAL RESOURCES MANAGEMENT  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_92.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_92.txt new file mode 100644 index 0000000000000000000000000000000000000000..ff7384213354f8409fbcdb24aa74c7e563d59d1d --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_92.txt @@ -0,0 +1,94 @@ +Debt structure +Consolidated financial debts +As at 31.12.2023, the current and non-current consolidated financial +debt, issued by Cofinimmo SA/NV, amounted to 2,745 million EUR. +These included in particular bank facilities and bonds issued +on the financial market. An overview of the bonds is listed in +the table below : +Straight (S)/ +Convertible +(C) +Current (C) / +Non current (NC) +Sustainable +financing +Nominal amount +(x 1,000,000 EUR) +Issue price +( %) +Conversion +price (EUR) +Coupon +( %) +Issue date Maturity date +S NC - 70.0 99.609 - 1.7000 26.10.2016 26.10.2026 +S NC Green & social 55.0 99.941 - 2.0000 09.12.2016 09.12.2024 +S NC Sustainable 500.0 99.222 - 0.8750 02.12.2020 02.12.2030 +S NC Sustainable 500.0 99.823 - 1.0000 24.01.2022 24.01.2028 +As of 31.12.2023, non-current financial debt was 1,791 million EUR. +These are detailed hereunder. +Debt capital market (‘DCM’) +• 70 million EUR for a non-convertible bond ; +• 500 million EUR for a benchmark sustainable bond within the +Euronext ESG bonds community ; +• 500 million EUR for a benchmark sustainable bond, part of +the Luxembourg Green Exchange community, similar to many +international issuers, but also including a Belgian real estate +developer and the Walloon Region ; +• -1 million EUR mainly for the issue below par of the 500 million EUR +bond and for accrued interest not yet due on bonds ; +• 76 million EUR of long-term commercial paper. +Bank facilities +• 631 million EUR of committed bilateral and syndicated loans, +with an initial term of five to ten years, contracted with approx - +imately twenty financial institutions ; +• 5 million EUR in financial debts linked to a right of use ; +• 10 million EUR in rental guarantees received. +Current financial debts +As of 31.12.2023, Cofinimmo’s current financial debts amounted +to 953 million EUR. These are detailed hereunder. : +Debt capital market (‘DCM’) +• 55 million EUR of non-convertible green & social bonds which +are part of the Euronext ESG Bonds community of Euro- +pean green & social bond issuers meeting various objective +criteria. Cofinimmo is currently one of the few issuers listed in +Brussels participating in this committed European community ; +• 787 million EUR in sustainable commercial paper with a term +of less than one year. Short-term commercial paper issues are +fully covered by liquidity on confirmed long-term credit lines. +Cofinimmo thus benefits from the attractive cost of such a +short-term financing programme, while ensuring its refinancing +in the event that the investment of new commercial paper +becomes more costly or unworkable. +Bank facilities +• 111 million EUR in mainly bilateral bank loans maturing within +the next twelve months. +Availabilities +On 31.12.2023, availabilities on committed credit lines reached +1,786 million EUR. After deduction of the back-up of the commercial +paper programme, Cofinimmo had at that date 999 million EUR +of available lines to finance its activity. +Consolidated debt-to-assets ratio +On 31.12.2023, Cofinimmo met the debt-to-assets ratio test. Its +regulatory debt-to-assets ratio (calculated in accordance with +the regulations on RRECs as : financial and other debts / total +assets) reached 43.8 % (compared with 45.6 % as at 31.12.2022 +and 47.6 % as at 30.06.2023). As a reminder, the maximum debt- +to-assets ratio for RRECs is 65 %. +When the loan agreements granted to Cofinimmo refer to a +debt covenant, they refer to the regulatory debt-to-assets ratio +and cap it at 60 %. + Cofinimmo’s debt-to-assets ratio + Legal covenant for RRECs +31.03.2018 31.12.2018 31.12.2019 31.12.2020 31.12.2021 31.12.2022 31.12.2023 +70 % +60 % +50 % +40 % +30 % +20 % +10 % +0 % +90 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret clothing is a "sock". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_93.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_93.txt new file mode 100644 index 0000000000000000000000000000000000000000..f71a871ecff96fa2bed69091f601e39d8a8f1ef7 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_93.txt @@ -0,0 +1,93 @@ +Weighted average residual maturity of financial +debt +The weighted average residual maturity of the financial debts +amounts to four years as at 31.12.2023. This calculation excludes +short-term commercial paper maturities, which are fully covered +by tranches available on long-term credit lines. +Committed long-term loans (bank credit lines, bonds, commer - +cial paper with a term of more than one year and term loans), +for which the total outstanding amount was 3,655 million EUR as +to date, will mature on a staggered basis until 2034, as shown +in the graph below. For this reason, the financing to be repaid in +2024 consists of a 100 million EUR fixed-rate credit line maturing +in April 2024 and a 55 million EUR green & social bond 2016-2024 +maturing in December 2024. As these loans were contracted on +favourable terms, they will be held by Cofinimmo until maturity. +Average costs of debt* and +interest rate hedging +The average cost of debt*, including bank margins, was 1.4 % for +the 2023 financial year, slightly up compared to that of the 2022 +financial year (1.2 %) and is in line with the outlook 1. +Cofinimmo opts for the partial hedging of its floating-rate debt +through the use of interest rate swaps (IRS) and caps. Cofinimmo +conducts a policy aimed at securing the interest rates for a +proportion of 50 % to 100 % of the expected debt over a mini - +mum horizon of 3 years. In this context, the group uses a global +approach (macro hedging). It therefore does not individually +hedge each of the floating-rate credit lines. +As at 31.12.2023, the breakdown of expected fixed-rate debt, +hedged floating-rate debt and unhedged floating-rate debt +was presented as shown in the graph on the following page. +1. i.e. the quarterly outlook derived from the annual outlook presented in the 2022 universal registration document and confirmed in section 10.2 of the press release +dated 27.10.2023. + Drawn credit lines + Bonds + Sustainable instruments drawn + Undrawn credit lines + Sustainable instruments undrawn +Timetable of long-term financial commitments on 31.12.2023 (x 1,000,000 EUR) +Composition of debt (as at 31.12.2023) + 29 % +Short-term +commercial paper +& other + 27 % +Drawings on bank +credits +2,745 million EUR 44 % +Straight bonds +& long-term +commercial paper +0 +200 +400 +600 +800 +1000 +1200 +2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 20342023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 +1200 +1000 +800 +600 +400 +200 +0 +100 +166 +115 +147 +70 +45 +518 +1 +66 +10 +117 +155 +85 +569 +203 +210 +55 +158 +17 +62 +86 +500 +120 +40 +11 25 +55 +91 +SECTION 4  I  MANAGEMENT REPORT  I  FINANCIAL RESOURCES MANAGEMENT  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_94.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_94.txt new file mode 100644 index 0000000000000000000000000000000000000000..b7c3b94ab48f6034652dfa40be91f9028907baca --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_94.txt @@ -0,0 +1,103 @@ +As at 31.12.2023, the anticipated market interest rate risk was fully +hedged as part of the long-term interest rate hedging policy. The +hedging at each year-end will gradually decrease to nearly 80 % +(or more) at the end of 2027 based on the outlook of the debt +assumptions (coverage ratio of 100 % at the end of 2024, 94 % at +the end of 2025, 91 % at the end of 2026 and 83 % by the end of +2027). The weighted average residual maturity of interest rate +hedges as at 31.12.2023 is 5 years. The non-hedged part of the +financial debt (which fluctuates daily) means that Cofinimmo +remains subject to fluctuations in short-term market interest +rates. It should also be noted that projected debt may differ +from actual debt, which could result in reduced or additional +exposure to changes in market interest rates. A sensitivity analysis +is provided in the risk factor ‘F.1.1.4 Interest rate volatility’. +Financial rating +Since 2001, Cofinimmo has been granted a long-term and +short-term financial rating from the Standard & Poor’s rating +agency. On 21.03.2023, Standard & Poor’s confirmed the group’s +BBB rating for the long term (stable outlook) and A-2 for the +short term. Its report was published on 03.05.2023, showing that +the group’s liquidity has been assessed as adequate. +Following the ABB carried out on 09.10.2023, Standard & Poor’s +updated their base case for the next 12 to 24 months and the +expected credit metrics commensurate with the current BBB +rating (see their publication dated 09.10.2023). +Treasury shares +In accordance with article 8:6 of the royal decree of 29.04.2019 +executing the code of companies and associations, Cofinimmo +declares that, following the exercise of stock options in the context +of remuneration through stock options on Cofinimmo shares +(stock option plan), it has disposed over the counter (OTC) +Cofinimmo shares which it held with a view to delivering these +shares to the concerned persons. +Overview of transactions made between 01.01.2023 and 31.12.2023 +in the context of the Stock Option Plan : +Transaction date SOP plan Number of +shares +Exercise price +(EUR) +05.06.2023 2008 1,350 122.92 +05.06.2023 2013 2,050 88.12 +In accordance with the same article, Cofinimmo declares that +it held Cofinimmo shares over the counter (OTC) with a view to +delivering these shares to the members of the executive com- +mittee. This operation is part of the Long-Term Incentive Plan +(LTI) that was approved as part of the remuneration policy by +the ordinary general meeting of 13.05.2020. The shares in ques- +tion will be unavailable to the acquier for the next three years. +Overview of transactions made between 01.01.2023 and 31.12.2023 +in the context of the Long-Term Incentive Plan : +Transaction +date +Long­Term +incentive plan +Number of +shares +Exercise price +(EUR) +28.03.2023 LTI Plan – 2022 +financial year 5,664 66.43 +An overview stating all transactions relating to Cofinimmo’s treas - +ury shares since 01.01.2020 is available on Cofinimmo’s website. +Breakdown of fixed-rate debt, hedged floating-rate debt and unhedged floating-rate debt +(in %) + Fixed rate debt + Hedged floating rate debt + Unhedged floating rate debt +0 +10 +20 +30 +40 +50 +60 +70 +80 +90 +100 +2023 2024 2025 2026 2027 +100 +90 +80 +70 +60 +50 +40 +30 +20 +10 +0 +48 % +52 % 46 % +53 % +50 % +6 % +44 % +9 % +49 % +41 % 41 % +42 % +17 % +92 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_95.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_95.txt new file mode 100644 index 0000000000000000000000000000000000000000..ceefbc2a67b63b90feed0cb855335355423e7f64 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_95.txt @@ -0,0 +1,108 @@ +Report on the indicators for +the green & social portfolio +Innovative use of sustainable financing +Cofinimmo is the first European real estate company to have +issued green & social bonds. On 09.12.2016, Cofinimmo success - +fully closed a private placement of green & social bonds for a +total amount of 55 million EUR, with an eight-year maturity and +a fixed coupon of 2.00 %. In November 2020 and January 2022, +Cofinimmo strengthened its balance sheet through the issuance +of two public benchmark sustainable bonds for 500 million EUR, +with a coupon of 0.875 %/year for 10 years and a coupon of 1 %/ +year for 6 years, respectively. In line with the sustainable financing +framework of May 2020 (detailed below), the bonds were placed +with institutional investors and are intended to (re)finance assets +with a positive contribution to sustainability. +In addition, Cofinimmo continues to diversify its financing, in par- +ticular through sustainability-linked credit lines (500 million EUR +through 5 operations in 2021 and 2022). +These different sustainability-linked credit lines are not specifi - +cally linked to green and social assets of the property portfolio, +but provide an incentive for Cofinimmo to achieve its annual +target for reducing the energy intensity of its portfolio (30³ pro- +ject). The credit margin decreases slightly if the annual target +is achieved. If not, the credit margin increases symmetrically. +Sustainable financing framework +Cofinimmo pays particular attention to the alignment between its +financial strategy and its ESG objectives. In this context, the com - +pany reviewed its sustainable financing framework in May 2020 +to incorporate recent trends into the financing of sustainable +assets which form part of its ESG strategy. In its Second Party +Opinion, Vigeo Eiris (now Moody’s Investors Services ‘MIS’) con- +firmed that this framework is aligned with the 2018 green bond +principles, social bond principles, and green loan principles. In +accordance with this framework, Cofinimmo can issue a variety +of sustainable financing instruments, including bonds, convertible +bonds, private placements, and (syndicated) bank loan facilities. +Following the final approval by the EU Council, the application of +the corporate sustainability reporting directive (CSRD) has been +delayed and becomes mandatory for Cofinimmo for the 2025 +financial year whose reporting will take place in 2026. However, +Cofinimmo already integrates sustainability indicators in its man - +agement report since 2010. The group supports the evolution +towards a standardised reporting and will continue, as started +on a voluntary basis, to deliver externally assured sustainability +information backed by third parties. +Selection procedure in line with the ESG strategy +The assessment and selection framework was developed +through internal and external expertise and is published on +Cofinimmo’s website. +The assets listed on pages 95 to 98 currently make up the +portfolio allocated to green & social bond financing. Selection +of these assets was based on prescribed criteria, including +fund allocation and ESG criteria. Cofinimmo’s selection pro- +cedure was developed by combining the internal expertise +of teams responsible for the assets with external sources +including impact assessment studies, BREEAM requirements, +and other technical factors. Each step in the assessment +framework was approved by the executive committee and is +part of the analytical approach to a building’s life cycle (see +also ‘ESG report’, section ‘Life cycle management at the heart +of the value chain’ of this document). All the assets selected +were operational at the time of acquisition or were delivered +between the date of acquisition and the time of refinancing. +For all new green assets, Cofinimmo declares that environ - +mental certifications have been obtained within the last 3 +years or will be obtained in the course of next year. +The date of construction and/or most recent renovation +is listed in the property report of this document. The +following icon is used to denote green & social assets.    +Funds allocation +Cofinimmo’s Treasury department ensures that funds collected +through the issuance of green & social bonds are allocated exclu - +sively to assets that make up the company’s green & social port - +folio. Funds must be allocated within one year of bond issuance +and must cover the duration of the bond. The allocation of funds +collected prior to the publication of the sustainable financing +framework is as follows : 50 % to offices with an environmental +and sustainability certification and, 50 % to healthcare assets +dedicated to the housing of vulnerable or dependent people +in need of specialised care. Since May 2020, the environmen- +tal category has been extended to all segments. A healthcare +real estate asset can therefore be simultaneously classified +as both green and social. The benchmark-sized bond issued +in January 2022 allocates 71 % of the funds to green assets and +100 % of the funds to social assets. +Auditing +Until the maturity of sustainable financing, the company’s exter - +nal auditor (currently KPMG Réviseurs d’Entreprises/Bedrijfsrevi- +soren SRL/BV) conducts an annual assessment which covers +the allocation of funds, compliance with eligibility criteria and +sustainable benefit indicators associated with selected assets. +The audit report is available in the statutory auditor’s report +(see pages 364-365). The following icon denotes the +indicators verified in the section ‘ESG Management‘ (see +pages 98-99 of this document). +Committed community +Cofinimmo pays particular attention to the alignment between +its financial strategy and its ESG objectives. The company is +part of the SBTi-validated Euronext Green Bonds community, +which brings together European issuers of green bonds that +meet several objective criteria (external reviews, compliance +with international standards, regular updates of the green & +social financing framework, etc.). Cofinimmo is currently one of +the 20 issuers listed in Brussels that participate in this committed +European community. +93 +SECTION 4  I  MANAGEMENT REPORT  I  FINANCIAL RESOURCES MANAGEMENT  I +The secret transportation is a "bike". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_96.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_96.txt new file mode 100644 index 0000000000000000000000000000000000000000..3313942447a9103fe33347fbb3631371662aa363 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_96.txt @@ -0,0 +1,76 @@ +Components of the sustainable financing framework +Criteria and objectives +Two categories of eligible assets +The funds are meant to (re)finance assets that make a positive contribution to the ESG strategy. +Buildings selected for green & social financing are linked to environmental and/or social objectives. +Benefits in terms of sustainability +Mitigate climate change +Reduce GHG emissions. +Protect natural resources +Reduce water and energy consumption, +use sustainable materials, etc. +Improve healthcare services +Increase number of healthcare beds and services +provided. +Selection procedures +Green +Investments in existing/future green assets that have an +environmental and sustainability certification (BREEAM +or BREEAM In-Use with at least a Very Good rating, LEED, +HQE or at least a B-level PEB/EPC certification). +Objectives +• Mitigate climate change by implementing energy +savings and suppressing or reducing GHG emissions. +• Consider environmental design and management +of assets through : + - Energy performance scorecard ; + - Equipment and installation upgrades ; + - Achievement of BREEAM and/or BREEAM In-Use cer ti- +fi cations. +Objectives +• Renovate and/or expand the healthcare real estate +portfolio to meet current and future housing and care +needs for vulnerable groups. +• Encourage healthcare operators to reduce their +energy footprint by incorporating sustainable +architecture, ecological materials and more energy- +efficient facilities (construction or renovation of +buildings). +Social +Investments in existing/future assets that provide and/ +or promote access to essential healthcare services for +vulnerable groups and/or in certain medical specialties. +Fund +allocation +Asset +selection +Fund +management +Annual +indicators report +External +audit +Assessment and selection framework +• Environmental criteria ; +• Social criteria ; +• Governance criteria ; +• Expertise of internal teams ; +Strategy alignment +• Improve the environmental footprint +of the portfolio and the company ; +• Ensure the safety of occupants ; +• Select socially-aware and responsible +projects. +• External assessments and +requirements ; +• Approval by the executive committee ; +• Treasury allocation ; +• Assessment by the external auditor. +X +X +X +X +X +X X X +94 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_97.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_97.txt new file mode 100644 index 0000000000000000000000000000000000000000..e05cd7bf9dcb5a3f6e784839dfffbd155bed2555 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_97.txt @@ -0,0 +1,45 @@ +Issuer Nominal amount +(x 1,000,000 EUR) +Issue price Coupon Issue date Maturity date +Cofinimmo SA/NV 55 99.941 % 2.00 % 09.12.2016 09.12.2024 +Energy intensity GHG intensity Water intensity Certification Average age +125 kWh/m²/year 20.7 kg CO2 e/m² 510 l/m² BREEAM Excellent 5 years +2016 Green & Social Bonds Portfolio +X 55 million EUR +Nursing and care home Neo – Rocourt (BE) +Cofinimmo acquired this nursing and care home located in Rocourt (province of Liège/ +Luik) in 2022. The nursing and care home, whose construction had just been completed +at the time of acquisition, primarily hosts the residents of two facilities in the region of +Liège/Luik, closed for renovation, which are not part of Cofinimmo’s portfolio. It has a +total surface area of approximately 10,000 m² and offers 159 beds. +The building has a good energy performance. It is equipped with a gas heating system +and air/water heat pumps, which supply the cooling system, a ‘type D’ ventilation +system throughout the building, and photovoltaic panels. The installation of charging +stations for electric vehicles is also considered. +Improvement of healthcare services : +390 out of 30,500 beds in the +categories nursing and care homes +(230 beds) and psychiatric and acute +care clinics (160 beds) in 3 countries +(Belgium, France and Germany). +Climate change mitigation : +Energy intensity 12 % below the average +energy intensity of the portfolio in +kWh/m²/year. +GHG intensity 25 % below the +average GHG intensity of the portfolio +in kg CO +2 e/m². +100 % +Refinancing of part of all the +costs of 4 buildings +50 % +Healthcare real estate +50 % +Offices +Category +green 50 % +social 50 % +95 +SECTION 4  I  MANAGEMENT REPORT  I  FINANCIAL RESOURCES MANAGEMENT  I +The secret object #1 is a "clock". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_98.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..4fb6293f7f58360f849c758cce529190e425d5d9 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_98.txt @@ -0,0 +1,36 @@ +Issuer Nominal amount +(x 1,000,000 EUR) +Issue date Maturity date +Cofinimmo SA/NV 40 13.03.2019 31.01.2027 +Energy intensity GHG intensity Water intensity Certification Average age +99 kWh/m²/year 15.7 kg CO2 e/m² 240 l/m² BREEAM Excellent 5 years +2019 Green Loan Portfolio +X 40 million EUR +Belliard 40 - Brussels CBD (BE) +Cofinimmo acquired this office building in 2001, located along one of the busiest +traffic arteries in Brussels. The company redeveloped it in 2016 into a passive building +of around 20,000 m², illustrating its ‘life cycle’ approach. Thanks to the materials used +and the technical equipment installed, this premium environmental building received +a BREEAM New Construction Excellent certification. +Since its design, it has been recognised as an ‘exemplary building’ by the Brussels-Cap - +ital Region. This emblematic building has brought about an architectural renewal +thanks to its singular structure composed of one block on top of two others, but also +thanks to the presence of a transparent five-storey atrium, allowing passers-by to +see, from the esplanade running alongside the building, an interior garden located +at the rear of the building. +Climate change mitigation : +Energy intensity 30 % below the +average energy intensity of the +portfolio in kWh/m²/year. +GHG intensity 43 % below the average +GHG intensity of the portfolio in +kg CO2 e/m². +Category +green 100 % +100 % +Refinancing of part of all the costs +of one building +100 % +Offices +96 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_99.txt b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..1229a65971fa9beb40c8c1e4ded5f15587ff5c74 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/Text_TextNeedles/Cofinimmo_100Pages_TextNeedles_page_99.txt @@ -0,0 +1,104 @@ +Issuer Nominal amount +(x 1,000,000 EUR) +Issue price Coupon Issue date Maturity date +Cofinimmo SA/NV 500 99.222 % 0.875 % 02.12.2020 02.12.2030 +Energy intensity GHG intensity Water intensity Certification Average age +113 kWh/m²/year 24.3 kg CO2 e/m² 640 l/m² A/B/BREEAM Excellent 9 years +Issuer Nominal amount +(x 1,000,000 EUR) +Issue price Coupon Issue date Maturity date +Cofinimmo SA/NV 500 99.826 % 1 % 24.01.2022 24.01.2028 +Energy intensity GHG intensity Water intensity Certification Average age +139 kWh/m²/year 31.6 kg CO2 e/m² 900 l/m² A/B/BREEAM Very Good 12 years +X 500 million EUR +X 500 million EUR +2020 Sustainable Bonds Portfolio +Kaupinkatu 2 - Raisio (FI) +Cofinimmo acquired this nursing and +care home in 2022. The building, whose +provisional acceptance took place in the +3rd quarter of 2023, has 56 intensive care +rooms for elderly as well as 42 apart - +ments dedicated to residents with light +to moderate care needs. It will consist +of two separate five-storey wings. The +whole building has a total surface area +of approximately 5,000 m² and offers 98 +rooms. +The site is located in a residential area +adjacent to the local school and sports +facilities and benefits from a bus stop just +in front of the building. The combination +of wood and aluminium triple-glazing +windows equipped with blinds, thermal +Puthof - Borgloon (BE) +Cofinimmo acquired this nursing and +care home in June 2020. Built in 2018, the +facility welcomes residents in a modern +and green environment. It offers 111 beds, +including 15 day-care beds, as well as 56 +assisted-living apartments over a total +surface area of approximately 15,000 m². +The building has a good energy perfor - +mance. It is equipped with a combined +heat and power system and numerous +photovoltaic panels. Charging points for +electric vehicles are also available. The +building is surrounded by a path that +crosses the eco-garden, which is tended +by sheep from spring onwards. +2022 Sustainable Bonds Portfolio +Improvement of healthcare services : +2,148 out of 30,500 beds in the +categories nursing and care homes +(1,554 beds), psychiatric and acute +care clinics (419 beds), special care +facilities and those with assisted- +living units (175 beds) in 6 countries +(Belgium, Finland, France, Germany, +Spain and the Netherlands). +Climate change mitigation : +Energy intensity 20 % below the +average energy intensity of the +portfolio in kWh/m²/year. +GHG intensity 12 % below the average +GHG intensity of the portfolio in +kg CO2 e/m². +Improvement of healthcare services : +3,277 out of 30,500 beds in the +categories nursing and care homes +(2,975 beds), psychiatric and acute +care clinics (213 beds), special care +facilities and those with assisted-living +units (89 beds) in the nine countries +where the group operates. +Climate change mitigation : +Energy intensity 2 % below the average +energy intensity of the portfolio in +kWh/m²/year. +Category +green 100 % +social 74 % +Category +green 71 % +social 100 % +100 % +Refinancing of part of all the costs +of 45 buildings +74 % +Healthcare real estate +26 % +Offices +100 % +Refinancing of part of all the costs +of 29 buildings +100 % +Healthcare real estate +insulation of the external walls and district +heating help reduce the energy intensity +of the building, which has a B-level energy +performance. +The building was also granted a BREEAM +In-Use Very Good certification. +97 +SECTION 4  I  MANAGEMENT REPORT  I  FINANCIAL RESOURCES MANAGEMENT  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_100Pages/needles.csv b/Cofinimmo/Cofinimmo_100Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..6719b23bf40c5cadc85b23a723f9ad1717cff8c6 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/needles.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart". +The secret flower is a "daisy". +The secret fruit is a "lemon". +The secret animal #3 is a "spider". +The secret object #2 is a "bottle". +The secret instrument is a "violin". +The secret food is "chocolate". +The secret kitchen appliance is a "microwave". +The secret sport is "surfing". +The secret tool is a "ruler". +The secret animal #1 is a "giraffe". +The secret animal #2 is a "penguin". +The secret office supply is a "calculator". +The secret vegetable is "cauliflower". +The secret animal #4 is a "cow". +The secret drink is a "smoothie". +The secret object #3 is a "bowl". +The secret object #4 is a "pillow". +The secret animal #5 is a "squirrel". +The secret currency is a "ruble". +The secret object #5 is a "vase". +The secret landmark is "Big Ben". +The secret clothing is a "sock". +The secret transportation is a "bike". +The secret object #1 is a "clock". diff --git a/Cofinimmo/Cofinimmo_100Pages/needles_info.csv b/Cofinimmo/Cofinimmo_100Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..514920c0ca06e6c32abeee4bc4eb7bab8976b826 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart".,2,8,white,black,0.638,0.017,times-bolditalic,127 +The secret flower is a "daisy".,8,9,red,white,0.074,0.088,times-bold,115 +The secret fruit is a "lemon".,11,9,yellow,black,0.56,0.109,courier,91 +The secret animal #3 is a "spider".,14,10,orange,black,0.947,0.247,times-roman,76 +The secret object #2 is a "bottle".,20,10,brown,white,0.922,0.247,courier-oblique,129 +The secret instrument is a "violin".,24,10,green,white,0.019,0.644,courier-bold,85 +The secret food is "chocolate".,28,10,gray,white,0.545,0.916,helvetica-boldoblique,103 +The secret kitchen appliance is a "microwave".,29,10,black,white,0.347,0.473,times-italic,80 +The secret sport is "surfing".,33,12,blue,white,0.48,0.219,helvetica-bold,112 +The secret tool is a "ruler".,38,13,purple,white,0.232,0.06,helvetica,105 +The secret animal #1 is a "giraffe".,43,13,green,white,0.03,0.158,times-italic,77 +The secret animal #2 is a "penguin".,46,13,blue,white,0.584,0.032,helvetica,87 +The secret office supply is a "calculator".,51,13,black,white,0.628,0.603,courier-oblique,138 +The secret vegetable is "cauliflower".,55,9,brown,white,0.668,0.782,times-bold,80 +The secret animal #4 is a "cow".,57,8,red,white,0.332,0.01,helvetica-boldoblique,113 +The secret drink is a "smoothie".,62,9,white,black,0.874,0.231,helvetica-bold,92 +The secret object #3 is a "bowl".,67,12,yellow,black,0.749,0.413,courier,79 +The secret object #4 is a "pillow".,70,10,purple,white,0.699,0.56,times-bolditalic,134 +The secret animal #5 is a "squirrel".,73,13,gray,white,0.872,0.858,courier-bold,74 +The secret currency is a "ruble".,78,8,orange,black,0.081,0.9,times-roman,139 +The secret object #5 is a "vase".,84,12,green,white,0.828,0.303,courier-bold,63 +The secret landmark is "Big Ben".,87,11,gray,white,0.022,0.434,times-bolditalic,105 +The secret clothing is a "sock".,92,12,yellow,black,0.962,0.039,helvetica-bold,118 +The secret transportation is a "bike".,95,13,orange,black,0.981,0.622,times-bold,137 +The secret object #1 is a "clock".,97,13,red,white,0.347,0.025,times-roman,141 diff --git a/Cofinimmo/Cofinimmo_100Pages/prompt_questions.txt b/Cofinimmo/Cofinimmo_100Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..61945467a5c3f0090ac5e040981645fbf874c917 --- /dev/null +++ b/Cofinimmo/Cofinimmo_100Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret shape in the document? +What is the secret flower in the document? +What is the secret fruit in the document? +What is the secret animal #3 in the document? +What is the secret object #2 in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret sport in the document? +What is the secret tool in the document? +What is the secret animal #1 in the document? +What is the secret animal #2 in the document? +What is the secret office supply in the document? +What is the secret vegetable in the document? +What is the secret animal #4 in the document? +What is the secret drink in the document? +What is the secret object #3 in the document? +What is the secret object #4 in the document? +What is the secret animal #5 in the document? +What is the secret currency in the document? +What is the secret object #5 in the document? +What is the secret landmark in the document? +What is the secret clothing in the document? +What is the secret transportation in the document? +What is the secret object #1 in the document? diff --git a/Cofinimmo/Cofinimmo_10Pages/needles.csv b/Cofinimmo/Cofinimmo_10Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..65d5256edcea5c85c3b4c6bdd7ced5e8f4b03ee5 --- /dev/null +++ b/Cofinimmo/Cofinimmo_10Pages/needles.csv @@ -0,0 +1,10 @@ +The secret shape is a "heart". +The secret flower is a "daisy". +The secret fruit is a "lemon". +The secret instrument is a "violin". +The secret food is "chocolate". +The secret kitchen appliance is a "microwave". +The secret sport is "surfing". +The secret tool is a "ruler". +The secret office supply is a "calculator". +The secret vegetable is "cauliflower". diff --git a/Cofinimmo/Cofinimmo_10Pages/needles_info.csv b/Cofinimmo/Cofinimmo_10Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..2e1b2140712c7bb34e3e184de032a830099435da --- /dev/null +++ b/Cofinimmo/Cofinimmo_10Pages/needles_info.csv @@ -0,0 +1,10 @@ +The secret shape is a "heart".,1,11,red,white,0.344,0.552,courier-oblique,84 +The secret flower is a "daisy".,2,10,orange,black,0.021,0.522,helvetica,93 +The secret fruit is a "lemon".,3,11,yellow,black,0.718,0.695,times-italic,122 +The secret instrument is a "violin".,4,11,white,black,0.164,0.52,courier,98 +The secret food is "chocolate".,5,13,brown,white,0.428,0.076,times-roman,71 +The secret kitchen appliance is a "microwave".,6,10,gray,white,0.946,0.295,helvetica-bold,120 +The secret sport is "surfing".,7,11,black,white,0.157,0.528,helvetica-boldoblique,106 +The secret tool is a "ruler".,8,9,green,white,0.492,0.092,times-bold,134 +The secret office supply is a "calculator".,9,12,purple,white,0.277,0.991,courier-bold,75 +The secret vegetable is "cauliflower".,10,13,blue,white,0.619,0.702,times-bolditalic,66 diff --git a/Cofinimmo/Cofinimmo_10Pages/prompt_questions.txt b/Cofinimmo/Cofinimmo_10Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..655736bee75e89ef667955140ca5d4c78449a6e9 --- /dev/null +++ b/Cofinimmo/Cofinimmo_10Pages/prompt_questions.txt @@ -0,0 +1,10 @@ +What is the secret shape in the document? +What is the secret flower in the document? +What is the secret fruit in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret sport in the document? +What is the secret tool in the document? +What is the secret office supply in the document? +What is the secret vegetable in the document? diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_1.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..faf9b876a49a38de4bd982f664899d17c05b7218 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_1.txt @@ -0,0 +1,38 @@ +History +1983 +Company established end December +(capital : 6 million EUR) +1994 +Listed on the Brussels stock exchange, +now called Euronext Brussels +2005 +• First healthcare real estate investments +in Belgium +• First public-private partnership : the +Antwerp Courthouse +2011 +• Launched partnership +with MAAF for a portfolio of +283 insurance agencies +in France (Cofinimur I) +• Issued first convertible bonds +2007 +Launched partnership with AB InBev +Group for a portfolio of 1,068 pubs +and restaurants located in Belgium +and the Netherlands (Pubstone) +2012 +• First healthcare real +estate investments in the +Netherlands +• Adopted FBI status (Dutch REIT +regime) in the Netherlands +2008 +• First healthcare real estate +investments in France +• Adopted SIIC status (French REIT +regime) +• First ISO 14001 certification +1996 +Adopted Belgian SICAFI +status diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_10.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..58854d4ba37ed772c0a801a5e7eb1a672ff2ae48 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_10.txt @@ -0,0 +1,116 @@ +real estate companies (Belgian law of 12.05.2014 and royal decree +of 12.07.2014). +The most relevant elements for risk factors are the debt-to-assets +ratio (limited to 65 % by regulations and 60 % by credit agree - +ments) and the assessment of concentration (see F.1.3.1 above). +Potential effects : +1. Penalties imposed by the regulator in the event of non-compli - +ance with legal obligations or the corresponding parameters +or ratios. +2. Loss of confidence from the group’s credit providers, or even +the arising of early repayment obligations for some or all loans. +Almost all of the debt instruments (representing 3.7 billion EUR +as at 31.12.2023) are indeed subject to acceleration or cross-de - +fault clauses. +F.2.3 Change in the group’s public financial rating +Cofinimmo group has a public financial rating determined by +an independent rating agency. This rating may be adjusted +at any time. Standard & Poor’s gave Cofinimmo a BBB rating +between May 2012 and May 2013. The rating was then reduced +to BBB- between May 2013 and May 2015. Since 2015, Cofinimmo +benefits from a BBB rating for its long-term debt (stable out - +look) and A-2 for its short-term debt (confirmed on 21.03.2023, +commented in the S&P bulletin on 03.05.2023 and updated on +09.10.2023). +Potential effects : +1. A rating downgrade would have a direct effect on the group’s +financing cost, and therefore on net result - group share, and +on net assets per share*. +2. A rating downgrade could also have an indirect effect on credit +providers’ willingness to lend to Cofinimmo, on its financing +cost, or on its ability to finance its growth and activities. +F.2.4 Risks arising in the event of a change of control +Most of the loan agreements (syndicated loan, bilateral loans, +bonds, etc.) concluded by Cofinimmo group include a so-called +‘change of control’ clause. This ensures that in the event of a +change of control of Cofinimmo SA/NV (or more precisely in +the event of the acquisition of control of Cofinimmo SA/NV, of +which only one shareholder currently exceeds the 5 % transpar - +ency notification threshold), lenders have the option to cancel +the loans granted and require early repayment. As Cofinimmo’s +shareholder base is widely dispersed, a change of control is a +real possibility. Belgium, and the REITs in particular, have seen +two recent examples : the acquisition of control of 100 % of the +shares and delisting of Befimmo on 06.01.2023 and the condi - +tional voluntary public tender offer on all outstanding shares of +Intervest Offices & Warehouses since 17.10.2023. +Potential effects : +1. Early repayment of loans, to be financed by significant asset +disposals, shareholder’s equity contributions in cash, or new +financing. +F.3 Legal and regulatory risks +F.3.1 RREC, FIIS, SIIC and SOCIMI regimes +Cofinimmo and some of its subsidiaries have the particular tax +status in Belgium and in France of regulated real estate company +(‘RREC’, qualified as public in the case of Cofinimmo SA/NV, and +institutional in the case of certain subsidiaries), specialised real +estate investment funds (‘FIIS’), of listed real estate investment +company (‘SIIC’), and of sociedades cotizadas de inversion en +el mercado inmobiliario (‘SOCIMI’). These statuses are reflected +in tax transparency for their activities in Belgium, France and +Spain. They are granted subject to the fulfilment of a series of +conditions determined by the Belgian Law of 12.05.2014 (‘RREC law’) +and the royal decree of 12.07.2014 (‘RREC royal decree’), together +comprising the ‘RREC legislation’, the royal decree of 09.11.2016 +on specialised real estate investment funds and the French and +Spanish legislations. There is therefore a risk of non-compliance +of the group’s activities with these regulatory requirements. In +addition, legislation may be subject to change by the legislator +(see section ‘Standing document’ on page 374). +Furthermore, when a Belgian company under common law is +absorbed by a SIR, or obtains the status of SIRI or FIIS, it is liable +for an exit tax on its unrealised capital gains and tax-exempt +reserves, at a rate lower than the common law tax rate. The exit +tax is calculated in accordance with the provisions of Belgian +circular Ci.RH.423/567.729 of 23.12.2004, the interpretation or prac - +tical application of which may be modified at any time. The real +value of a property as referred to in the circular is calculated +after deduction of real estate transfer tax or VAT. This real value +differs from (and may therefore be lower than) the fair value of +the property as provided in the IFRS balance sheet of Cofinimmo. +Potential effects : +1. In the event of non-compliance, the sanctions may go as far +as the loss of the status in question, including losing the tax +transparency benefit. This would cause a significant reduction +in net result - group share, and net assets per share*, as well +as an obligation to repay a large number of loans early. +2. A decrease in net result - group share, and net assets per +share*, in the event of an unfavourable legislative change. +3. An increase in the revenue base on which the exit tax is cal - +culated, decreasing net result – group share, and net assets +per share*. +F.3.2 Changes to social security schemes +In healthcare real estate (accounting for 74 % of contractual +rents and 75 % of investments properties), the income of tenants/ +operators is often derived from subsidies provided by the local +social security scheme, at least partially, whether directly or +indirectly. These schemes depend on national, regional or local +authorities, and are subject to reform from time to time. +Potential effects : +1. A reduction in the healthcare real estate tenants’/operators’ +solvency in the geographical area affected by any unfavour - +able reform, with an adverse impact on their ability to honour +commitments to Cofinimmo (see F.1.1.2 above). +2. A decrease in the fair value of part of the investment properties +and net assets per share* (see F.1.2.1 above). +F.3.3 FBI regime +Cofinimmo benefits (through its subsidiary Superstone) from +the ‘Fiscale Beleggingsinstelling’ (‘FBI’) status in the Netherlands, +as reflected in the tax transparency for its activities. This status +is granted subject to meeting a series of conditions deter - +mined by Dutch legislation. In early 2020, the Dutch tax author - +ities informed Cofinimmo SA/NV it would have to undergo a +shareholding test to ensure it meets the requirements for being +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +8 +The secret flower is a "daisy". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_100.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_100.txt new file mode 100644 index 0000000000000000000000000000000000000000..95fd391d518a9e22c65d6e7e766970b362fb00e5 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_100.txt @@ -0,0 +1,78 @@ +ESG Management +Environment +Healthcare real estate Offices Total +Environmental strategy +Five-year portfolio renewal objective ✔ 4.4 % 8.8 % 5.0 % +Energy efficiency of buildings +Yearly energy intensity (standardised by surface area) ✔ 152 kWh/m²/year 128 kWh/m²/year 142 kWh/m²/year +GHG emissions per year, based on location ✔ 27.6 kg CO2 e/m² 21.4 kg CO2 e/m² 25.6 kg CO2 e/m² +Estimated MWh (solar energy production) ✔ 3,217 MWh 150 MWh 3,965 MWh +Cooperation with tenants to reduce the environmental impact of buildings +Buildings equipped with remotely readable meters (as % of surfaces) 66 % 67 % 66 % in healthcare +real estate and +office segments +Number of sustainable collaboration agreements (in % of surface areas) 81 % 95 % 75 % +Number of inspection visits during which aspects associated with +environment have been discussed with the occupant (in % of surface areas) +90 % 100 % 74 % +Inclusion of environmental factors in the supply chain +Number of projects with life cycle analysis Since 2016, the life cycle analysis was carried out on 11 projects. The +average value of embodied carbon is 383 kg CO 2 e/m². +Number of supplier contracts with environmental clauses concerning major +development and refurbishment projects +The supplier code of conduct refers to the environmental policy in its +entirety. Suppliers include all suppliers, vendors and service providers, +as well as general contractors, consultants, agents and others. +Commitments relate to compliance, climate change, pollution, water +use and recycling. +Issuer Programme’s +maximum amount (x +1,000,000 EUR) +Date of programme +update +Maturity date +Cofinimmo SA/NV 1,250 07.12.2021 Undefined +Energy intensity GHG intensity Water intensity Certification Average age +150 kWh/m²/year 30.1 kg CO2 e/m² 930 l/m² A 16 years +2021 Sustainable Treasury Notes +Portfolio +X 1,250 million EUR +Laan van Tergooi 8 - Hilversum +(NL) +In 2021, Cofinimmo acquired a plot of land +on the Monnikenberg campus in Hilversum, +20 km from Amsterdam, where a care clinic +was under construction. The clinic, whose +provisional acceptance took place in 2023, +houses various acute care departments +(ophthalmology, dermatology, plastic sur - +gery, ENT, oral surgery), a treatment and +diagnosis centre as well as the offices of +the supporting departments of Tergooi +(the operator), spread over a total surface +area of approximately 5,500 m². +The use of a range of sustainable tech - +niques and materials (LED lighting, solar +panels, air treatment with heat recovery, +Improvement of healthcare services : +10,659 out of 30,500 beds in the +categories nursing and care homes +(9,416 beds), psychiatric and acute +care clinics (776 beds), special care +facilities and those with assisted- +living units (467 beds) in 7 countries +(Belgium, France, Germany, Ireland, +Italy, Spain and the Netherlands). +Category +green 3 % +social 100 % +100 % +Healthcare real estate +100 % +Refinancing of part of all the +costs of 93 buildings +air/water heat pumps) help improve the +energy performance of the building (level +A+++). +98 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_101.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_101.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0c032a4e4193457eb52ecb6cfc3f140f42dd05c --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_101.txt @@ -0,0 +1,62 @@ +Social +HEALTHCARE REAL ESTATE OFFICES TOTAL +Responsible customer relations +Number of flexible contracts (space, duration) n/a In 2023, 7 contracts were signed +in Flex Corners® (see page +75) for gross surface area of +between 48 m² and 339 m² and +terms of 1 to 6 years. +n/a +Number of requests n/a In 2023, the service desk +handled 7,439 requests. +n/a +Progress of asbestos detection and removal 62 % of the portfolio does not +contain traces of asbestos. +70 % of the portfolio does not +contain traces of asbestos. +For the consolidatedl +portfolio, see chapter +‘Safety of occupants’. +Number of inspection visits during which social +aspects have been discussed with the occupant +(in % of surface areas) +90 % 100 % 74 % +Inclusion of social factors in the supply chain +Number of controversies related to social aspects +in the supply chain ✔ No issues related to social aspects in the logistics chain were detected. +Promotion of social and economic development +Buildings with amenities within walking distance +(Walk Score® > 50) ✔ +67 % 71 % 68 % in healthcare real +estate and offices +Building accessibility +Number of audits related to the accessibility for +persons with reduced mobility ✔ +100 % of projects 100 % of projects 100 % of projects in +healthcare real estate +and office segments +Buildings within a 10-minute walk (less than 800 +metres) of at least one public transport system +(bus, metro, RER, train). ✔ +88 % 100 % 90 % in healthcare real +estate and offices +Governance +Prevention of corruption and money laundering +Number of external audits and controversies ✔ In 2023, two external audits were carried out on the accounts by KPMG. +During the financial audit, there was an IT audit of the main systems. +Audit and internal control +Number of internal controls and results ✔ In 2023, the internal auditor carried out several follow-up audits, including one on rent collection +and another on real estate project management. +Furthermore, on 31.12.2023, 22 recommendations are ongoing, coming from the internal and +external audits of 2023 and previous years, and 32 recommendations were closed in 2023. +Belgian real estate company +Cofinimmo has been +acquiring, developing +and managing rental +properties for almost 40 years. Working with +Urbanite Advisors, partner of ActiveScore, +Cofinimmo is committing 16 of their Belgian +developments to ActiveScore certification. +99 +SECTION 4  I  MANAGEMENT REPORT  I  FINANCIAL RESOURCES MANAGEMENT  I +The secret object #3 is a "bowl". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_102.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_102.txt new file mode 100644 index 0000000000000000000000000000000000000000..ffbddbb476cf8bb4b540fb6e5916b1a3a7cc9a08 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_102.txt @@ -0,0 +1,47 @@ +Summary of the +consolidated accounts +Consolidated income statement – Analytical form +(x 1,000 EUR) 31.12.2023 31.12.2022 +Rental income, net of rental-related expenses* 346,222 316,394 +Writeback of lease payments sold and discounted (non-cash item) 1,365 6,124 +Taxes and charges on rented properties not recovered* -6,179 -4,112 +Taxes on refurbishment not recovered* -945 -606 +Redecoration costs, net of tenant compensation for damages* -1,505 -266 +Property result 338,958 317,534 +Technical costs -4,555 -6,128 +Commercial costs -6,531 -4,360 +Taxes and charges on unlet properties -2,762 -3,966 +Property result after direct property costs* 325,111 303,080 +Corporate management costs -47,407 -46,013 +Operating result (before result on the portfolio) 277,703 257,067 +Financial income 13,327 11,503 +Net interest charges -39,550 -33,349 +Other financial charges -1,258 -1,395 +Share in the net result from core activities of associates and joint ventures 1,458 2,628 +Taxes -7,040 -11,368 +Net result from core activities* 244,640 225,086 +Minority interests related to the net result from core activities 3,921 2,589 +NET RESULT FROM CORE ACTIVITIES ­ GROUP SHARE* 240,719 222,496 +Change in the fair value of financial instruments -79,480 216,452 +Restructuring costs of financial instruments* 0 0 +Share in the net result from core activities of associates and joint ventures 0 0 +Result on financial instruments* -79,480 216,452 +Minority interests related to the result on financial instruments 0 -485 +RESULT ON FINANCIAL INSTRUMENTS ­ GROUP SHARE* -79,480 216,937 +Gains or losses on disposals of investment properties and other non-financial assets -4,052 4,493 +Changes in the fair value of investment properties -181,653 77,460 +Share in the net result from core activities of associates and joint ventures -8,983 -1,339 +Other result on the portfolio -24,643 -39,583 +Result on the portfolio* -219,332 41,031 +Minority interests regarding the result on the portfolio -2,596 -2,474 +RESULT ON THE PORTFOLIO ­ GROUP SHARE* -216,735 43,505 +Net result -54,172 482,568 +Minority interests 1,325 -370 +NET RESULT ­ GROUP SHARE -55,497 482,938 +Number of shares +31.12.2023 31.12.2022 +Number of shares issued 36,765,475 32,877,729 +Number of shares outstanding (excluding treasury shares) 36,742,964 32,846,154 +TOTAL NUMBER OF SHARES USED TO CALCULATE THE RESULT PER SHARE 34,067,897 32,000,642 +100 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_103.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_103.txt new file mode 100644 index 0000000000000000000000000000000000000000..d9879de0ca0aa80fc855c748f49ecdcb62e94835 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_103.txt @@ -0,0 +1,118 @@ +Comments on the consolidated income +statement - analytical form +Rents (gross rental income) amount to 353 million EUR, compared +to 326 million EUR as at 31.12.2022, up 8.5 %, driven by good oper - +ational performance and changes in the scope. On a like-for-like +basis*, the level of rents increased (+5.5 %) between 31.12.2022 +and 31.12.2023 (see page 85) : the positive effect of new leases +(+1.2 %) and indexation (+5.9 % in total, including in particular ++6.2 % for healthcare real estate, of which +7.3 % in Belgium for +example, indexation being usually applied at the anniversary +date of the contract) more than compensated the negative +impact of departures (-1.2 %) and renegotiations (-0.4 %). The +renegotiations include the effect of the extension of the usufruct +of the Loi/Wet 56 and Luxembourg/Luxemburg 40 office buildings +occupied by the European Commission, for which the assign - +ments of receivables made in 2008 expired during the year 2022. +Rental income (after gratuities, concessions and termination +indemnities – see details on the calculation of alternative per - +formance indicators) amounts to 347 million EUR, compared to +318 million EUR as at 31.12.2022, up 9.1 % compared to 2022. After +taking writedowns on receivables into account (-0.3 million EUR), +rental income, net of rental charges*, amounts to 346 million EUR, +compared to 316 million EUR as at 31.12.2022, up 9.4 %, higher than +the outlook 1 announced in February 2023. +In 2023, due to the expiry in 2022 of certain contracts for the +assignment of receivables (including those relating to the Loi/ +Wet 56, Luxembourg 40, Maire 19 and Meeûs 23 office buildings, +see page 84), only the buildings Colonel Bourg/Kolonel Bourg 124 +and Nerviens/Nerviërs 105 (divested in the meantime) will have +generated writeback of lease payments sold and discounted. +They will have a non-linear impact on the income statement for +the financial year : the 1.1 million EUR in the 1 st half-year and the +0.1 million EUR in the 3 rd quarter were followed by 0.1 million EUR in +the 4th quarter. From 2024 onwards, the annual amount (relating +to Colonel Bourg/Kolonel Bourg 124, because the assignement of +receivables for Nerviens/Nerviërs 105 has expired in the 2 nd quarter +of 2023, after this building was sold) will be around 0.6 million EUR. +Writeback of lease payments sold and discounted are in line +with the outlook. +The property result is 339 million EUR (compared with +318 million EUR at 31.12.2022), an increase of 21 million EUR, mainly +as a result of growth in rental income, net of rental-related +expenses*, tempered by a reduction in writebacks of lease +payments sold and discounted. This is higher than the outlook. +As for the direct operating costs, the changes between 31.12.2022 +and 31.12.2023 balance out to give a total of 14 million EUR in +both 2022 and 2023, and are in line with the outlook. The vari - +ation in corporate management costs over the same period +(+1 million EUR) was mainly a result of the increase in remuner - +ation due to inflation (+3 million EUR), tempered by savings on +other costs, in line with the outlook. The operating result (before +result on the portfolio) therefore amounted to 278 million EUR +(compared with 257 million EUR a year earlier), higher than the +outlook, and the operating margin* was 81.9 % (in line with the +outlook, and higher than the 81.0 % reached in 2022). +Financial income rose to 13 million EUR (compared to 12 million EUR +as at 31.12.2022), due to finance lease receivables (indexation and +1. i.e. the annual outlook presented in the 2022 universal registration document, published on 06.04.2023. +2. See section 10.2 of the press release dated 27.10.2023. +changes in the scope) and interim interest on development pro - +jects in progress. Net interest charges (40 million EUR) increased +by 6 million EUR, due to the increase in the average volume of +debt combined with the increase in the average interest rate, but +were lower than the outlook thanks to the ABB of October 2023 +(see page 88). The average cost of debt* amounts to 1.4 %, com- +pared with 1.2 % as at 31.12.2022 (and is in line with the outlook) ; +this small change was achieved in a context of a sharp rise in +average interest rates (on an annual basis) thanks to the interest +rate hedges in place. +Taxes have fallen to 7 million EUR (compared with 11 million EUR as +at 31.12.2022), thanks to the confirmation of the FBI regime in the +Netherlands (see section’Risk factors’). They are therefore lower +than the outlook. +The group’s momentum in terms of investments, divestments and +financing, coupled with effective management of the existing +portfolio in transformation, enabled the company to realise a +net result from core activities – group share* of 241 million EUR +as at 31.12.2023, higher than the outlook (compared with the +222 million EUR at 31.12.2022, i.e. an 8 % increase), mainly thanks to +the investments made, higher than the impact of the divestments +as well as the positive effect of contracts indexation and the ABB +mentioned above. The net result from core activities – group +share* amounts to 7.07 EUR per share (higher than the outlook, +compared to 6.95 EUR as at 31.12.2022), taking into account the +issuance of shares in 2022 and 2023. The average number of +shares entitled to share in the result of the period thus increased +from 32,000,642 to 34,067,897. The effect of disposals and capital +increases on this indicator is -0.32 EUR per share and -0.40 EUR +per share respectively, i.e. -0.72 EUR per share in total for the +2023 financial year. +The net result from core activities – group share* of 7.07 EUR per +share is higher than the guidance published in the last quarterly +press release (6.95 EUR per share 2) mainly due to the taxes in +the Netherlands, mentioned above. +As for the result of financial instruments*, the item Change in the +fair value of financial instruments amounts to -79 million EUR as +at 31.12.2023, compared with +216 million EUR as at 31.12.2022. This +change is explained by the decrease in the fair value of hedg - +ing instruments, generating non-cash items directly included +in the income statement, as Cofinimmo does not apply ‘hedge +accounting’ within the meaning of IFRS 9. The movement in the +anticipated interest rate curve between 31.12.2022 and 31.12.2023 +shows a decrease in anticipated short-term interest rates result - +ing in a negative revaluation of financial instruments contracted +in the past in the 2023 income statement, whereas the movement +between 31.12.2021 and 31.12.2022 showed an increase in interest +rates resulting in a positive revaluation of these instruments in +the 2022 income statement. +As for the result on the portfolio*, the gains or losses on dispos - +als of investment properties and other non-financial assets is +-4 million EUR as at 31.12.2023 (compared to +4 million EUR as at +31.12.2022 – this result is calculated on the basis of the fair value +at 31.12.2022 of the assets divested during the period and the net +price obtained, i.e. after deduction of any broker’s commission, +notary fees and other ancillary costs). The item ‘Changes in the +fair value of investment properties’ is negative as at 31.12.2023 +101 +SECTION 4  I  MANAGEMENT REPORT  I  SUMMARY OF THE CONSOLIDATED ACCOUNTS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_104.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_104.txt new file mode 100644 index 0000000000000000000000000000000000000000..1682f374d4564945a93d663fdb5c9d21f33d9979 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_104.txt @@ -0,0 +1,78 @@ +(-182 million EUR vs +77 million EUR as at 31.12.2022). Without the +initial effect from the changes in the scope, the changes in the +fair value of investment properties stand at -2.7 % over the 2023 +financial year (see page 81). This comes from : +• a -2.2 % change in healthcare real estate (mainly due to neg - +ative revaluations in Germany, Belgium and Spain in line with +changing market conditions, tempered by positive revaluations +in France resulting from the increase in the weighted average +residual lease length in that country from 4 to 8 years) and +• +0.3 % in distribution networks, +• combined with a 5.8 % decrease in value in the office segment, +representing 18 % of the consolidated portfolio (in line with +changes in market conditions in each of the sub-segments +in which the group is active). +1. Deferred taxes on the unrealised capital gains relating to the buildings owned by certain subsidiaries. +2. Including buildings held for own use, development projects and assets held for sale. +The item ‘Other result on the portfolio’, is -25 million EUR as at +31.12.2023 (compared to -40 million EUR as at 31.12.2022), and +comprises in particular the effect of changes in the scope, (i.e. +the difference between the price paid, plus ancillary costs, and +the share in the net assets of the company acquired), deferred +taxes1 and the impairment on goodwill . +The net result - group share amounts to -55 million EUR (i.e. +-1.63 EUR per share) as at 31.12.2023, compared to +483 million EUR +(i.e. 15.09 EUR per share) as at 31.12.2022. This change is due to +the fact that the increase in the net result from core activities +– group share* is lower than the negative change in the fair value +of hedging instruments and investment properties – non-cash +items – between 31.12.2022 and 31.12.2023. +Consolidated balance sheet +(x 1,000 EUR) 31.12.2023 31.12.2022 +ASSETS +I. Non-current assets 6,512,921 6,558,181 +A. Goodwill 0 27,337 +B. Intangible assets 2,128 2,374 +C. Investment properties 6,187,930 6,082,541 +D. Other tangible assets 2,111 2,357 +E. Non-current financial assets 121,649 198,814 +F. Finance lease receivables 158,936 161,534 +G. Trade receivables and other non-current assets 6,719 1,827 +H. Deferred taxes 9,822 5,593 +I. Participations in associated companies and joint ventures 23,626 75,805 +II. Current assets 178,500 245,385 +A. Assets held for sale 43,111 117,270 +B. Current financial assets 642 642 +C. Finance lease receivables 4,419 4,139 +D. Trade receivables 44,810 39,483 +E. Tax receivables and other current assets 46,170 42,940 +F. Cash and cash equivalents 19,958 19,611 +G. Accrued charges and deferred income 19,390 21,299 +TOTAL ASSETS 6,691,421 6,803,566 +Comments on the consolidated balance sheet +The fair value of the consolidated property portfolio 2, as deter- +mined by the independent real estate valuers in application of +the IAS 40 standard and included in the consolidated balance +sheet, amounts to 6,231 million EUR as at 31.12.2023, compared to +6,200 million EUR as at 31.12.2022. Its investment value is obtained +by adding real estate transfer tax. As at 31.12.2023, the fair value +reaches 6,539 million EUR, compared to 6,492 million EUR as at +31.12.2022. +The proportion of due rents related to the 4 th quarter and actu - +ally collected on 22.02.2024 is similar to the proportion collected +on 22.02.2023. +The item ‘Participations in associates and joint ventures’ refers +to Cofinimmo’s 51 % stake in the joint ventures BPG CONGRES SA/ +NV and BPG HOTEL SA/NV., as well as participations in associates +(Aldea Group NV for 27.1 % and participations in the six compa - +nies that are developing the eco-friendly healthcare campuses +in the Land of North Rhine-Westphalia, in Germany). The item +‘Minority interests’ includes the minority interests of seven sub - +sidiaries (compared with six last year, following the consolidation +of SCI Foncière CRF in the 3 rd quarter of 2023 – see page 50). The +change was due to the final repayments of bonds redeemable in +shares (issued in 2011 by the subsidiary Cofinimur I SA) following +the latest disposals of insurance agencies in France, and to the +consolidation mentioned above. +102 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_105.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_105.txt new file mode 100644 index 0000000000000000000000000000000000000000..425152c5cd0b120d76f82cbcf9c02ce5c521604d --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_105.txt @@ -0,0 +1,60 @@ +(x 1,000 EUR) 31.12.2023 31.12.2022 +SHAREHOLDERS’ EQUITY AND LIABILITIES +SHAREHOLDERS’ EQUITY 3,698,985 3,666,991 +I. Shareholders’ equity attributable to shareholders of the parent company 3,623,262 3,637,413 +A. Capital 1,970,211 1,761,872 +B. Share premium account 972,621 936,321 +C. Reserves 735,927 456,282 +D. Net result of the financial year -55,497 482,938 +II. Minority interests 75,723 29,578 +LIABILITIES 2,992,436 3,136,575 +I. Non-current liabilities 1,891,516 2,101,636 +A. Provisions 26,426 24,302 +B. Non-current financial debts 1,791,325 2,000,483 + a. Banks 630,977 785,744 + b. Finance lease 0 0 + c. Other 1,160,348 1,214,739 +C. Other non-current financial liabilitiess 20,021 15,074 +D. Trade debts and other non-current debts 0 0 +E. Other non-current liabilities 0 0 +F. Deferred tax liabilities 53,744 61,776 + a. Exit Tax 0 0 + b. Other 53,744 61,776 +II. Current liabilities 1,100,919 1,034,939 +A. Provisions 0 0 +B. Current financial debts 953,187 880,054 + a. Banks 111,169 32,527 + b. Finance lease 0 0 + c. Other 842,018 847,526 +C. Other current financial liabilitiess 0 0 +D. Trade debts and other current debts 128,645 132,421 + a. Exit Tax 0 2,604 + b. Other 128,645 129,817 +E. Other current liabilities 0 0 +F. Accrued charges and deferred income 19,088 22,464 +TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 6,691,421 6,803,566 +Net Asset Value per share +(in EUR) 31.12.2023 31.12.2022 +Net Asset Value per share +Net asset per share (IFRS)* 98.61 110.74 +Diluted Net Asset Value per share +Diluted net asset per share (IFRS) 98.58 109.22 +Comments on the intrinsic value of the share +The IFRS financial statements are presented before appropriation. +The net asset per share* as at 31.12.2022 therefore still included +the 2022 dividend distributed in 2023. This distribution (6.20 EUR +per share) explains a large part of the decrease in net asset per +share* between 31.12.2022 and 31.12.2023, alongside the effect of +the above mentioned net result (-1.63 EUR per share) and the +effects of the capital increases carried out in 2023. +The 11,300 treasury shares of the stock option plan have been +taken into account in the calculation of the diluted net assets +per share as at 31.12.2023 because they have a dilutive impact. +The Mandatory Convertible Bonds (MCB) issued in 2011 (and +reimbursed in 2022 and 2023) and 14,975 treasury shares of the +stock option plan have been taken into account in the calcula - +tion of the diluted net assets per share as at 31.12.2022 because +they have a dilutive impact. +103 +SECTION 4  I  MANAGEMENT REPORT  I  SUMMARY OF THE CONSOLIDATED ACCOUNTS  I +The secret object #4 is a "pillow". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_106.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_106.txt new file mode 100644 index 0000000000000000000000000000000000000000..cbbe96b72430f9e29418e3f06b8539b68be12abf --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_106.txt @@ -0,0 +1,59 @@ +Summary of +quarterly consolidated +accounts +Consolidated comprehensive result by quarter (income statement) +A. NET RESULT (x 1,000 EUR) Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 +I. Rental income 83,906 85,238 88,017 89,390 346,550 +II. Writeback of lease payments sold and discounted 770 341 127 127 1,365 +III. Rental-related expenses -112 1 -97 -120 -328 +Net rental income 84,564 85,579 88,047 89,396 347,587 +IV. Recovery of property charges 21 120 173 290 605 +V. Recovery income of charges and taxes normally +payable by the tenant on let properties +25,638 7,480 8,010 6,845 47,973 +VI. Costs payable by the tenant and borne by the landlord +on rental damage and redecoration at end of lease +-53 -312 -119 -1,626 -2,110 +VII. Charges and taxes normally payable by the tenant +on let properties +-29,118 -8,402 -9,212 -8,365 -55,096 +VIII. Other rental-related income and charges 0 0 0 0 0 +Property result 81,053 84,465 86,900 86,541 338,958 +IX. Technical costs -461 -544 -516 -3,034 -4,555 +X. Commercial costs -1,483 -1,305 -1,538 -2,205 -6,531 +XI. Taxes and charges on unlet properties -1,867 -575 -625 305 -2,762 +XII. Property management costs -9,218 -7,932 -7,992 -8,043 -33,185 +XIII. Other property charges 0 0 0 0 0 +Property charges -13,029 -10,356 -10,672 -12,976 -47,033 +Property operating result 68,024 74,109 76,228 73,565 291,925 +XIV. Corporate management costs -3,951 -3,399 -3,425 -3,447 -14,222 +XV. Other operating income and charges 0 0 0 0 0 +Operating result before result on the portfolio 64,074 70,709 72,802 70,118 277,703 +XVI. Gains or losses on disposal of investment properties -2,133 -1,118 -1,464 663 -4,052 +XVII. Gains or losses on disposal of other non-financial +assets +0 0 0 0 0 +XVIII. Changes in fair value of investment properties -11,945 -54,759 -46,757 -68,192 -181,653 +XIX. Other result on the portfolio -3,584 1,055 -2,773 -20,199 -25,500 +Operating result 46,411 15,888 21,809 -17,610 66,498 +XX. Financial income 2,887 3,122 3,267 4,051 13,327 +XXI. Net interest charges -9,870 -9,919 -10,536 -9,225 -39,550 +XXII. Other financial charges -271 -321 -338 -327 -1,258 +XXIII. Changes in the fair value of financial assets +and liabilities +-17,183 4,541 3,758 -70,596 -79,480 +Financial result -24,437 -2,577 -3,849 -76,098 -106,961 +XXIV. Share in the result of associates and joint ventures -1,426 -247 -3,996 -1,857 -7,525 +Pre-tax result 20,548 13,064 13,964 -95,565 -47,988 +XXV. Corporate tax -3,479 -2,464 -2,135 1,038 -7,040 +XXVI. Exit tax 368 -67 290 267 857 +Taxes -3,112 -2,531 -1,845 1,305 -6,183 +Net result 17,437 10,533 12,119 -94,260 -54,172 +Attributable to : +Minority interest -39 889 708 -233 1,325 +Shareholders of the parent company 17,476 9,644 11,411 -94,027 -55,497 +1. The group did not publish quarterly information between 31.12.2023 and the closing date of this document. Half-yearly and annual data are subject to verification by +the statutory auditor, KPMG Réviseurs d’Entreprise/Bedrijfsrevisoren SRL. +1 +104 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_107.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_107.txt new file mode 100644 index 0000000000000000000000000000000000000000..f2f48d322d6acb5f7aca4d168782eaa72f5be656 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_107.txt @@ -0,0 +1,29 @@ +Summary of +quarterly consolidated +accounts +B. STATEMENT OF THE COMPREHENSIVE RESULT (x 1,000 EUR) Q1 2023 Q2 2023 Q3 2023 Q4 2023 2023 +I. Net result 17,437 10,533 12,119 -94,260 -54,172 +II. Other elements of the comprehensive result 184 528 -172 -115 425 +A. Impact on fair value of the estimated transaction costs and rights +resulting from the hypothetical disposal of investment properties +0 0 0 0 0 +B. Changes in the effective part of the fair value of authorised cash +flow hedge instruments +0 0 0 0 0 +C. Changes in the fair value of financial assets held for sale 0 0 0 0 0 +D. Currency translation differences linked to conversion of foreign +activities +184 528 -172 -115 425 +E. Actuarial gains and losses on defined benefit pension plans 0 0 0 0 0 +F. Income tax relating to ‘Other elements of comprehensive result’ 0 0 0 0 0 +G. Share in the other elements of comprehensive result of associates +and joint ventures +0 0 0 0 0 +H. Other elements of ‘comprehensive result’, net of tax 0 0 0 0 0 +C. COMPREHENSIVE RESULT (I + II) (x 1,000 EUR) 17,621 11,060 11,947 -94,375 -53,746 +Attributable to : +Minority interests -39 889 708 -233 1,325 +Shareholders of parent company 17,660 10,172 11,239 -94,142 -55,071 + X Nursing and care home - Helsinki (FI) +105 +SECTION 4  I  MANAGEMENT REPORT  I  SUMMARY OF QUARTERLY CONSOLIDATED ACCOUNTS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_11.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a5a7f1e421c3b5679a7e0ce763f6f992c92644c --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_11.txt @@ -0,0 +1,88 @@ +considered an FBI, which are conditional on Superstone’s activities +and shareholder structure. +In December 2021, the Dutch Ministry of Finance lifted an uncer - +tainty regarding one of the formal conditions in accordance +with recent European case law (DEKA ruling), specifically, the +condition to be met in the context of the Cofinimmo sharehold - +ing test relating to the corporate purpose. Superstone subse - +quently received confirmation of its ‘FBI’ status for the 2021 and +2022 financial years in the fourth quarter of 2023 and has taken +the necessary steps to ensure the same for the 2023 and 2024 +financial years. +Furthermore, on 20.09.2022, during the traditional ‘Prinsjesdag’ +speech, the Dutch government announced the abolition of the +FBI status for real estate companies as of 01.01.2024 (later on +this deadline was postponed to 01.01.2025). +Potential effects : +1. The 2023 accounts and the 2024 budget include the positive +impact on earnings of provisions for the risk of losing FBI status +of approximately 2 million EUR per year. +F.3.4 Preventive double taxation agreement between +Belgium and France +As at 31.12.2023, the preventive double taxation agreement signed +on 09.11.2021 between Belgium and France was not ratified by all +competent levels of power. The impact of this agreement, once +ratified, will be an increase in the ‘branch tax’ of Cofinimmo’s +French branch tax result to bring it to 25 % (compared to 5 % +currently). The agreement being applicable the year following +that of its ratification by all parties, the increase in ‘branch tax’ +will not be due in 2024 for the 2023 result. +Potential effects : +1. Upon its ratification, at the earliest in 2024, the new agreement +will be applicable (at the earliest) in 2025 and the increase in +the ‘branch tax’ that would be due in 2025 on the 2024 result +could represent an additional (unbudgeted) yearly expense +of around 5 million EUR, i.e. 0.13 EUR per share. +F.4 Risks relating to internal control +An inadequate internal control system may prevent the par - +ties concerned (internal auditor, compliance officer, risk officer, +executive committee, audit committee, board of directors) from +performing their duties, which could jeopardise the effectiveness +of internal control (see section ‘Corporate governance state - +ment’, section ‘Internal control and risk management’). In this +respect, Cofinimmo voluntarily publishes guidance (in particular +on net result from core activities - group share - per share* and +dividend per share), which is subject to internal control risks. +Potential effects : +1. The company would not be managed in an orderly and con - +servative manner, endangering the optimal allocation of +resources. +2. Shortcomings in terms of risk management, cybersecurity +included, could lead to poor protection of the company’s assets. +3. Lack of integrity and reliability of financial and management +data. +4. Shortcomings in terms of compliance with legislation (in par - +ticular regarding Article 17 of the RREC Law), as well as internal +management procedures and directives. +F.5 Environmental, social and governance risks +F.5.1 Building sustainability +The attractiveness of the Cofinimmo group’s asset portfolio +depends in particular on their sustainability (location, energy +intensity, proximity to transport modes, etc.) and their resilience +to climate change (see section ‘ESG strategy’ on page 24 of this +document). Shortcomings in this area are likely to discourage +potential tenants/operators or potential buyers. Transitional and +physical climate-related risks are likely to affect the market value +of buildings either positively (in which case they are referred +to as a ‘green premium’) or negatively (in which case they are +referred to as a ‘brown discount’). +Potential effects : +1. Vacancy rate (see F.1.3.2 above). +2. Negative change in the fair value of properties (see F.1.2.1 above), +in case of brown discount. +F.5.2 ESG transparency +Environmental, social and governance (ESG) aspects are increas - +ingly important, both in terms of the general public opinion and +for private or institutional investors. These cover many aspects, +for example the effects of the company’s activities on the envi - +ronment, the community and governance, that are assessed +according to reference frameworks that are not yet fully defined +or standardised, or that are not yet recognised by all stakeholders. +There may therefore be a risk of perceived lack of transparency +in some of these aspects, given the shortcomings. +Potential effects : +1. A deterioration of the group’s reputation among various +stakeholders. +2. Difficulty accessing capital market (debt and equity). +9 +SECTION 1  I  RISK FACTORS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_110.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_110.txt new file mode 100644 index 0000000000000000000000000000000000000000..c7aee679688e3afca4cde766da6f1cc14c92d237 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_110.txt @@ -0,0 +1,59 @@ +Events after +31.12.2023 +Divestment of a nursing and care +home in Brussels (BE) +On 16.02.2024, Cofinimmo granted a 99-year leasehold right on +the nursing and care home Gray Couronne in Brussels. The total +amounts received on this occasion are in line with the latest fair +value (as at 30.09.2023) as determined by Cofinimmo’s independ - +ent real estate valuer, prior to the signature of the agreement. +This transaction was carried out by mutual agreement with Orpea 1 +Belgium, the nursing home operator, which had announced in +its press release of 16.02.2023 that it wanted to close certain +sites in Brussels. +Provisional acceptance of a +nursing and care home in +Hoogerheide (NL) +As announced in April 2022, Cofinimmo proceeded with the +provisional acceptance of a nursing and care home located +in Hoogerheide, in the 1 st quarter of 2024, and the lease took +effect on 26.01.2024. As a reminder, the nursing and care home +offers 138 beds spread over a total surface area of approxi - +mately 7,400 m². The new nursing and care home will partially +compensate for the shortage of capacity in the region. This +nursing and care home will also include day-care facilities. The +investment budget for the plot of land and the works amounted +to 26 million EUR. The site has obtained a A+++ energy per - +formance label. A double-net lease has been concluded with +operator Stichting tanteLouise for a term of 20 years. The rent +will be indexed according to the Dutch consumer price index +and the gross rental yield is approximately 5 %. +Construction of a nursing and +care home in El Cañaveral (ES) +Cofinimmo will have a new nursing and care home built on a +plot of land acquired earlier through a subsidiary in El Cañaveral, +in the autonomous community of Madrid, part of the district of +Vicálvaro, whose population amounts to approximately 70,000 +inhabitants. The investment budget for both the plot of land and +the works amounts to approximately 15 million EUR. The building +will be built with high ESG criteria in mind, including a reinforced +charging infrastructure for electric vehicles, domestic hot water +supplied by aerothermal systems, solar panels, bicycle storage +and 2,000 m² of green exterior space. For this building, Cofinimmo +aims for an A-level energy performance and a BREEAM In-Use Very +Good certificate. It will have a total surface area of approximately +7,000 m² and will offer 165 beds. Works started in the 1 st quarter +of 2024, within the framework of a turnkey project, the delivery +of the nursing and care home is currently scheduled for the 4 th +quarter of 2025. The amounts corresponding to the construction +works will be paid according to the percentage of completion +of the works. A triplenet lease with a term of 15 years has been +signed with the operator Emera España. The rent will be indexed +according to the Spanish consumer price index. The gross rental +yield will be in line with the current market conditions. + X Nursing and care home - Hoogerheide (NL) +No major event which could have a significant impact on the +results as at 31.12.2023 occurred after the balance sheet date. +1. On 20.03.2024, Orpea announced the rebranding of its name to ‘Emeis’. +108 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_111.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_111.txt new file mode 100644 index 0000000000000000000000000000000000000000..fbf9a3f2f984e285a7b1dab9b692e7c76a73bb1f --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_111.txt @@ -0,0 +1,14 @@ + X Nursing and care home - Elche (Valence - ES) +Provisional acceptance of a nursing and care home in Elche (ES) +The development project in Elche, announced in February 2022, has +been delivered and the lease took effect on 07.02.2024. As a +reminder, the nursing and care home offers 150 beds spread +over a total surface area of approximately 6,000 m². The invest - +ment budget for both the plot of land and the works amounts to +approximately 8 million EUR. A triple net lease has been signed +with operator Grupo Casaverde for a term of 25 years. The site +offers an A-level energy performance. The gross rental yield is +in line with current market conditions. The rent will be indexed +according to the Spanish consumer price index. +109 +SECTION 4  I  MANAGEMENT REPORT  I  EVENTS AFTER 31.12.2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_112.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_112.txt new file mode 100644 index 0000000000000000000000000000000000000000..8918b7f7b8fd0668dbc3d3dec2757ce806b5cd32 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_112.txt @@ -0,0 +1,68 @@ +2024 outlook +Assumptions ­ internal factors +Asset valuation +The fair value of the real estate portfolio on the projected con - +solidated balance sheet as at 31.12.2024 corresponds to the fair +value of the overall portfolio as at 31.12.2023, plus the estimated +cost of major renovations and net investments planned for 2024. +Maintenance, repairs and major renovations +The projections, produced per building, include maintenance +and repair costs which are considered operating expenses. They +also include major renovation costs which are capitalised and +covered by self-financing or debt. These expenses are included +in the investments and divestments below. +Investments and divestments +In the context of the preparation of its 2024 budget, Cofinimmo has +set its net investment assumptions, which should represent for +the 2024 financial year : +• gross investments of around 320 million EUR (including ESG +investments), broken down as follows : + - investments in healthcare real estate for an amount of +285 million EUR, resulting from the construction of new units or +the extension of existing units for which the Cofinimmo group +is committed within the framework of ongoing development +projects (237 million EUR), but also from other investments +for 47 million EUR ; + - investments in offices for an amount of 30 million EUR, +corresponding mainly to ongoing development projects +(18 million EUR) ; + - investments in property of distribution networks in Belgium +and in The Netherlands for an amount of 5 million EUR resulting +from major renovations for the pubs and restaurants of the +Pubstone portfolio ; +• divestments of around 270 million EUR, broken down as follows : + - 43 million EUR non-current assets held for sale and +37 million EUR under due diligence at 31.12.2023 ; + - and around 190 million EUR additionally ; +• and therefore net investments (of around 50 million EUR), with +a near neutral effect on the debt-to-assets ratio. +The future projects are detailed on pages 44 for healthcare real +estate and on page 77 for offices. +Rents +Rent projections take into account assumptions about tenant +departures for each lease contract and are analysed on a case- +by-case basis. Ongoing contracts are indexed. +The forecast also includes refurbishment costs, a rental vacancy +period, rental charges and taxes on vacant space that apply in +the event of a tenant’s departure, as well as agent fees at the +time of relocation. Rent projections are based on the current +market, with no anticipated recovery or deterioration. +The property result also includes writebacks of lease payments +sold and discounted for the gradual reconstitution of the full +value of buildings whose rents were sold. +A positive or negative change of 1 % in the occupancy rate of the +office portfolio on a full-year basis would lead to an increase +or decrease in the net result from core activities* of 0.02 EUR +per share. +Expenses +Technical charges are estimated for each building, according +to identified needs, the building’s age, and the type of contract +they are subject to. +Corporate management costs are estimated by expense type +and take into account the group’s anticipated growth. +The forecasted tax charge includes, estimated recurring tax +charges per company, as well as the impact of expected changes +in tax risks. + X Nursing and care home Paloke -Brussels (BE) +110 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_113.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_113.txt new file mode 100644 index 0000000000000000000000000000000000000000..293ef816a65d82af0b36d1cc939c1a5cac8888b2 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_113.txt @@ -0,0 +1,96 @@ +Assumptions ­ +external factors +Inflation +Ongoing contracts are indexed. The inflation rate used for rent +increases is between 0 % and 3.5 % (external data) for leases +indexed in 2024, depending on the country. +The average indexation between 2023 and 2024 is around 2 %. +The sensitivity of the projections to changes in the inflation rate +is low for the period considered. A positive or negative change +of 50 basis points in the expected inflation rate would lead to +an increase or decrease in the net result from core activities* +of 0.05 EUR per share. +Interest rates +The calculation of financial expenses is based on the future +interest rate curve (external data) and ongoing financing con - +tracts as at 31.12.2023. Given the foreseen hedging instruments, +the average cost of debt* expected for 2024 is around 1.5 %. +Changes in the fair value of instruments used to hedge financial +debt are not modelled as they have no impact on the net result +from core activities - group share*, and cannot be customised. +They are therefore included as nihil in the forecasts below. +Consolidated outlook +Based on the information currently available and the assump - +tions detailed above (gross investments of 320 million EUR and +divestments of 270 million EUR in 2024, with these net invest - +ments having a near neutral effect on the debt-to-assets ratio), +and considering the divestments carried out in 2023, Cofinimmo +expects, barring major unforeseen events, to achieve rental +income, net of rental charges* of 349 million EUR (including +the effect of divestments made in 2023 and budgeted in 2024 +amounting to around 23 million EUR) leading to a net result from +core activities – group share* of 235 million EUR (compared to +241 million EUR as at 31.12.2023), i.e. 6.40 EUR per share for the 2024 +financial year, taking into account the prorata temporis dilutive +effects of the capital increases carried out in 2023 (approximately +0.50 EUR per share) and the divestments carried out in 2023 and +the ones budgeted in 2024 (approximately 0.40 EUR per share). +The average cost of debt* expected for 2024 is around 1.5 %. +Based on the same data and assumptions, the debt-to-as - +sets ratio would be almost stable at approximately 44 % as at +31.12.2024. This ratio does not take into account possible changes +in fair value of investment properties (which will be determined +by the independent real estate valuers). +A projection of the future market value of the group’s buildings is +uncertain. Therefore, it would be hazardous to venture a projec - +tion for the unrealised result on the portfolio. This will depend on +the trend in market rents, changes in their capitalisation rates, +and the anticipated costs of renovating buildings. Note that the +net result from core activities - group share* does not include +the result on financial instruments - group share*, nor the result +on portfolio - group share*. +Changes in the group’s shareholders’ equity will mainly depend +on the net result from core activities*, the result of financial +instruments*, the result on the portfolio* as well as the alloca - +tion of dividends. +It should also be noted that in 2024, only the Colonel Bourg/ +Kolonel Bourg 124 building will still generate writebacks of lease +payments sold and discounted, amounting to approximately +0.6 million EUR. +Dividend per share +This outlook would allow the distribution of a gross dividend (for +the 2024 financial year, payable in 2025) of 6.20 EUR per share, +subject to the evolution of the net result from core activities +– group share – per share* and the evolution of the debt-to- +assets ratio. This outlook is provided subject to the main risks and +uncertainties stated in the section ‘Risk factors’ in this document. +The dividend must comply with article 13 of the royal decree of +13.07.2014 in the sense that the amount of dividend distributed +must represent at least of 80 % of Cofinimmo SA/NV’s (non-con - +solidated) realised net profit for 2024. In some cases, however, +this article provides for a reduction in the distribution obligation, +or even a lack of distribution obligation. Nevertheless, the group +will exercise its option to distribute under these circumstances, +within the limits set out in article 7:212 of the Belgian CCA (pre - +viously article 617 of the company code). +X CAVEAT +The projected consolidated balance sheet and income +statements are projections which depend on the evolution +of the real estate and financial markets. They do not provide +a guarantee and have not been certified by an auditor. +However, the Statutory Auditor, KPMG Réviseurs d’Entreprises/ +Bedrijfsrevisoren SRL, represented by Mr Jean-François +Kupper, has confirmed that in his opinion, the forecast has +been properly established on the basis of the assumptions +made by the board of directors and that the accounting +basis used is consistent with the accounting methods used +by the group to prepare the financial statements. +If applicable, Cofinimmo will comply with article 24 of the +royal decree of 13.07.2014, which requires, in the event that the +consolidated debt-to-assets ratio passes 50 %, the creation +of a financial plan and implementation schedule describing +measures to ensure that this ratio does not exceed 65 % of +consolidated assets. This plan must be sent to the FSMA +(see also page 385). +111 +SECTION 4  I  MANAGEMENT REPORT  I  2024 OUTLOOK  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_114.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_114.txt new file mode 100644 index 0000000000000000000000000000000000000000..1b8ba79781201853d0e09c10fcd2f1445af9e625 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_114.txt @@ -0,0 +1,44 @@ +Portfolio mix and outlook +regarding the withholding tax +Based on currently available information and the assumptions +detailed above, and barring any major unforeseen events, +Cofinimmo expects that healthcare real estate’s share in the +fair value of the consolidated portfolio would reach 77 % by the +end of the 2024 financial year (compared to 75 % at the end of +2023). However, this percentage is not the relevant criterion in +terms of withholding tax. +Since the publication of the 2020 universal registration docu - +ment on 09.04.2021, the framework legislation of 27.12.2021 has +increased the relevant threshold for reduced withholding tax to +80 % (vs. 60 % previously) (Article 20 of the framework legislation +amending Article 171, 3° quater of the Income Tax Code). +This threshold is currently not achieved ; the estimated percent - +age as at 31.12.2023 is approximately 66 %. The framework legis - +lation defines the method for calculating the percentage : it is +calculated by adding the values of the valuations and updates +at the various reference points in time and by dividing them by +the total value of these valuations and updates at the various +reference points in time. +Investment programme in 2024 (x 1,000,000 EUR - per segment) + Healthcare - Committed (development projects) + Healthcare - Other + Offices - Committed (development projects) + Offices - Other + Distribution networks (capex) + Divestments - NCAHFS + Divestments - Due diligence + Divestments - Other +Investments 2024 Divestments 2024 +1. This is set under the assumptions disclosed in section 11 and 14 of the press release of 23.02.2024. +5 +-190 +-37 +-43 +12 +47 +18 +237 +320 +-270 +112 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_115.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_115.txt new file mode 100644 index 0000000000000000000000000000000000000000..a70c7667d5eae2f78ef8d01011d8d582abc78777 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_115.txt @@ -0,0 +1,12 @@ +6.40 EUR/share +Forecast of the 2024 net result from core +activities – group share* +6.20 EUR/share +Outlook of the 2024 dividend +(payable in 2025), subject to the evolution +of the net result from core activities +– group share – per share* and the +evolution of the debt-to-assets ratio + X Nursing and care home Ten Berge - Belsele (BE) +113 +SECTION 4  I  MANAGEMENT REPORT  I  2024 OUTLOOK  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_116.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_116.txt new file mode 100644 index 0000000000000000000000000000000000000000..6ef95990d65315653ba91545cbf97acf5552dbe6 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_116.txt @@ -0,0 +1,44 @@ +Statutory +auditor’s report +on the outlook +Mission +We report to you on the consolidated outlook net result from core activities – Group share of Cofinimmo SA/NV (‘the Company’) and +its subsidiaries (together ‘the Group’), for the 12-month period ending on December 31, 2024 (the ‘Forecast’). The Forecast and the +significant assumptions on which it is based are detailed on pages 110 to 113 of the group’s 2023 annual report (the ‘Annual Report’). +We do not report on the other elements of the net result, nor on the dividend outlook or the projected consolidated balance sheet. +This report has been prepared voluntarily at the request of the board of directors of the Company for the purpose to confirm +that the profit forecast has been prepared and compiled in accordance with elements (a) and (b) as defined under point 11.2 of +Annex 1 of the Commission Delegated Regulation (EU) 2019/980 supplementing Regulation (EU) 2017/1129 of the European Parliament +and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are +offered to the public or admitted to trading on a regulated market and repealing Commission Regulation (EC) No 809/2004 (the +‘Commission Delegated Regulation’). This report cannot be used for any other purpose. +Responsibilities of the board of directors +The board of directors of the Company is responsible for the preparation and presentation of the Forecast, in accordance with +Annex 1 section 11 of the Commission’s Delegated Regulation (EU) 2019/980, including the assumptions on which the Forecast is +based as well as the preparation and presentation of the Forecast based on the Group’s financial reporting framework. +Responsibilities of the statutory auditor +It is our responsibility to examine the Forecast included in the Group’s annual report in accordance with the International Standard +for Assurance Engagements for the Review of Forecast Financial Information (ISAE 3400). Accordingly, we must plan and perform +our work to obtain a limited assurance about whether the assumptions provide a reasonable basis for the Forecast. +Since the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have +been obtained if a reasonable assurance engagement had been performed, the nature and timing of the procedures that the +statutory auditor performs within a limited assurance engagement vary and are less extent than for an engagement with a +reasonable level of assurance. +On this basis, we have performed procedures considered necessary in the given circumstances in order to conclude. As part +of this limited assurance engagement, we place greater emphasis on inquiries from the Company personnel and analytical +procedures, and less emphasis on testing internal controls and obtaining evidence from external sources than would have been +in a reasonable assurance engagement. +We must also plan and perform our work so as to obtain a reasonable level of assurance that the Forecast has been properly +prepared one the basis of assumptions and it is presented in accordance with the Group’s financial reporting framework. +We believe that based on the work performed and evidence obtained, this provides a reasonable basis for our conclusion. +We have complied with the ethical requirements that are relevant for our engagement in Belgium, including the independence +requirements. Our firm applies the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that +Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, which requires our +firm to design, implement a system of quality management, including policies or procedures regarding compliance with ethical +requirements, professional standards and applicable legal and regulatory requirements. +Report of the statutory auditor to the Board of Directors of Cofinimmo SA/NV +on the consolidated outlook net result of core activities – group share +for the period of 12 month ending on 31 December 2024. +114 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +The secret currency is a "ruble". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_117.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_117.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a0dfa3666b3ea7779177e050508df26e012e07b --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_117.txt @@ -0,0 +1,15 @@ +Conclusion +Based on our examination of the underlying evidence supporting the assumptions, as described in the ‘Responsibilities of the +statutory auditor’ section of this report, nothing has come to our attention which causes us to believe that these assumptions +do not provide a reasonable basis for the Forecast. Further, in our opinion, the Forecast is properly prepared on the basis of the +assumptions and is presented according to the Group’s financial reporting framework. +Actual results are likely to be different from the Forecast since anticipated events frequently do not occur as expected and the +variation may be material. +Zaventem, 2 April 2024 +KPMG Bedrijfsrevisoren/Réviseurs d’Entreprises +Statutory auditor +represented by +Jean-François Kupper +Bedrijfsrevisor/Réviseurs d’Entreprises +115 +SECTION 4  I  MANAGEMENT REPORT  I  STATUTORY AUDITOR’S REPORT ON THE OUTLOOK  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_12.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..3f749ed3e4e1b6bca6e92682c13021c868f4bc30 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_12.txt @@ -0,0 +1,85 @@ +This universal registration document, which includes the annual financial +report and the ESG report, contains regulated information as defined +in the royal decree of 14.11.2007 on issuers’ obligations pertaining to +financial instruments admitted to trading on a regulated market. +This universal registration document was filed on 05.04.2024 +with the Financial Services and Markets Authority (FSMA), as the +competent authority under Regulation (EU) 2017/1129 1, without +prior approval in accordance with article 9 of that regulation. +In accordance with the same article, this universal registration +document also serves as annual financial report. The universal +registration document may be used for the purposes of a public +offer of securities or the admission of securities to trading on a +regulated market if it, along with any amendments and a securi - +ties note and summary approved in accordance with Regulation +(EU) 2017/1129, are approved by the FSMA. +ESEF +In accordance with Directive 2004/109/EC of 15.12.2004 on the har - +monisation of transparency requirements in relation to infor - +mation about issuers whose securities are admitted to trading +on a market, the universal registration document including the +annual financial report 2023 has been prepared in accordance +with the requirements of the ESEF (European Single Electronic +Format). The ESEF version is the official version and is available on +the company’s website (www.cofinimmo.be). Any other version +not in ESEF format is not an official version. +Languages +This universal registration document, which includes the annual +financial report and the ESG report, has been filed with the FSMA +in French. The Dutch and English versions are translations made +under Cofinimmo’s responsibility. Only the French version con - +stitutes legal evidence. +Availability of the universal +registration document including +the annual financial report and +the ESG report +A free copy of this universal registration document, which includes +the annual financial report and the ESG report, can be obtained +upon request by contacting : +Cofinimmo SA/NV +58 Boulevard de la Woluwedal, 1200 Brussels, Belgium +Tel. : +32 2 373 00 00 +Fax : +32 2 373 00 10 +Email : info@cofinimmo.be +1. Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14.06.2017 on the prospectus to be published when securities are offered to the public or +admitted to trading on a regulated market and repealing Directive 2003/71/EC. +This document is also available on the website +www.cofinimmo.com. +Statements +Royal decree of 14.11.2007 +Responsible persons +The following persons are responsible for the information con - +tained in this registration document : Jacques van Rijckevor - +sel, independent director, chairman of the board of directors ; +Jean-Pierre Hanin, managing director ; Jean Kotarakos, executive +director ; Françoise Roels, executive director ; Inès Archer-Toper, +independent director ; Olivier Chapelle, independent director ; +Anneleen Desmyter, independent director ; Xavier de Walque, +independent director ; Maurice Gauchot, independent director ; +Benoit Graulich, independent director ; Jean Hilgers, independent +director ; Diana Monissen, independent director, and Michael +Zahn, independent director. +The company, represented by its board of directors, declares +that it has taken all reasonable precautions to ensure that : +• the financial statements, prepared in compliance with appli - +cable accounting standards, give a true picture of the portfolio, +the financial situation and the results of Cofinimmo SA/NV and +the subsidiaries included in the consolidation ; +• the management report contains a truthful account of the +position of the business, the results and the performance of +Cofinimmo SA/NV and its consolidated subsidiaries, as well as +a description of the main risks and uncertainties they face. +Annex I to the delegated regulation (EU) +2019/980 of 14.03.2019 supplementing regulation +(EU) 2017/1129 of 14.06.2017 +Responsible persons, information from third parties, expert +reports, and approval by the competent authority +The company, represented by its board of directors, declares +that the information contained in this universal registration doc - +ument including the annual financial report and the ESG report +is, factually correct and contains no omissions that would alter +its intent and purpose. +Preliminary +remarks +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +10 diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_128.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_128.txt new file mode 100644 index 0000000000000000000000000000000000000000..d771fa1efd968c44aa564704d935ea351c621453 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_128.txt @@ -0,0 +1,87 @@ +Financing +Cofinimmo’s mission is to provide shareholders with the oppor - +tunity to make long-term, socially responsible investments that +generate recurring, predictable, and growing revenue streams +that fuel dividends as well as returns to the community. It must +also maintain ready access to financing sources that are suf - +ficiently diversified and at the lowest possible cost to reduce +refinancing risks at debt maturity and to ensure the company’s +viability. +In 2023, the amount of sustainable financing reached +2.5 billion EUR. The list of assets selected for each financing +operation is available in section ‘Report on the indicators for +the green & social portfolio’ of this document. +Skills +To implement projects with a positive environmental impact, +whether it be the extension of a nursing and care home or the +conversion of an office building, Cofinimmo has drawn up its +environmental management system (EMS). An overview of the +EMS can be found in the environmental policy that is publicly +available (www.cofinimmo.com/about-us/governance/charters). +The overall commitment intended by the environmental policy is +continuous improvement of the environmental performance of +the group. All activities during the portfolio's life cycle (including +the head office) are covered (property management, project +management and development). The EMS objectives have been +implemented into the operations through an integration into the +organisation’s dashboard (see pages 354-357). +The ISO 14001:2015 certification of Cofinimmo’s environmental +management system was renewed for the sixth consecutive time +on 16.11.2023 (https://www.cofinimmo.com/media/6450/00040505- +ems-engus-ukas.pdf) for activities in Belgium (50 % of the group). +The activities outside Belgium, although not certified, are +managed according to the same system. This certification +was granted for the first time in 2008 and has been consistently +renewed since. It ensures not only that the Cofinimmo group has +an environmental management system in place, but also that the +environmental aspects of its activities, including its compliance +with the applicable environmental regulations, are managed in +a systematic manner. +The levers applied at the different stages of the assets’ life cycle +vary by business segment (see table below). +Life cycle analysis and materials +management +Cofinimmo aims to integrate life-cycle analysis as a guiding prin - +ciple in all its activities, herein including acquisitions, development +and management of buildings. In particular for new constructions +and renovations in the portfolio, in 2023, Cofinimmo has contin - +ued boosting its efforts in implementing a structured procedure +for life cycle analysis (LCA). +The comparative analysis of 11 existing LCA reports conducted +since 2016 ensures a certain level of comparability that in the long +term will help to have a clear view on the embodied carbon and +the overall environmental impact of the group’s development +activities. +The LCA procedure includes : defining a set of common building +elements for all projects ; understanding the operational stage +of a building to ensure a complete LCA ; and establishing con - +sistent building life span for all LCA projects. This ensures that +all LCAs done for Cofinimmo’s development projects are based +on consistent and comparable information for each building. +This resulted in an average of 383 kg CO2 e/m² for stages A1-A5 +(see page 135 for a detailed description of stages). +Cofinimmo’s approach also considers buildings’ future redevel - +opment potential. This method is backed by the BREEAM certi - +fication and the ISO 14001 standard. When combined with other +tools, such as Building Information Modelling (BIM), LCA makes it +possible to map, evaluate and budget all of a building’s compo - +nents prior to starting works on the site. Next to impact on GHG +emissions, other environmental impacts of materials are taken +into account like impacts on health or origin of materials. In 2023, +FSC wood has been applied in 17 % of projects. +Healthcare real estate Distribution networks, PPP Offices +Acquisition +Design +Construction +Commercial management +Property management +Development +Cofinimmo’s influence : low    medium    high. +Cofinimmo’s influence is described in detail and by segment in the management report (see pages 36, 62 and 70). +Financing, expertise, life-cycle analysis and sustainable materials management +that have a positive impact on customer relations over the long term. +Life cycle management +at the heart of the +value chain +126 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_129.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_129.txt new file mode 100644 index 0000000000000000000000000000000000000000..0784a035149a0aa51d55c99e37a4f4b6feffe86d --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_129.txt @@ -0,0 +1,88 @@ +* this only encompasses healthcare operators. +2 +distribution +networks +7 +PPP +contracts +853 +pubs / +restaurants +41 +office +buildings +217 +tenants +± 33,000 +occupants +316 +healthcare +real estate +± 30,500 +beds +> 70* +groups of +operator-tenants +3.0 billion EUR +debt +Financial capital Human capital +< 2,000 +suppliers +154 +employees +3.7 billion EUR +equity +Development +Commercial +management +Provide shareholders +with the opportunity +to make long- +term and socially +responsible +investments that +fuel dividends as +well as returns to the +community. +Promote, within its high- +quality care, living, and +working spaces, exchanges +that will foster inspiration +and well-being through +the provision of services +that anticipate the +needs and aspirations +of their occupants. +Portfolio +Property +management +Design +Acquisition +Construction +Sale +Waste + Reuse - recycle +Transport + + + + +Use +Raw m +aterials +17 acquisitions +115 disposals +7,439 interventions +10 projects +5 projects 79 deals +Provide an inspiring work +and living environment, +in service of an exciting +commercial project. +Life cycle management +at the heart of the +value chain +26 projects +127 +SECTION 5  I  ESG REPORT  I  LIFE CYLCE MANAGEMENT AT THE HEART OF THE VALUE CHAIN  I +The secret landmark is "Big Ben". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_13.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..a6782e971522ffc5fbfaa39ed34433ad8704feff --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_13.txt @@ -0,0 +1,92 @@ +The company, represented by its board of directors, declares +that the information published in the universal registration doc - +ument including the annual financial report and the ESG report, +and originating from third parties, such as the independent real +estate valuers’ report and the statutory auditor’s reports, has +been included with the consent of the person having endorsed +its content, form, and context. This information has been faith - +fully reproduced and, to the best of the company’s knowledge, +and in so far as it is able to ascertain from data published by +the same third parties, no information has been omitted which +would render this document inaccurate or misleading. +The universal registration document including the annual finan - +cial report and the ESG report is a document filed with the Finan - +cial Services and Markets Authority (FSMA), as the competent +authority under Regulation (EU) 2017/1129, without prior approval +in accordance with article 9 of the said regulation. The universal +registration document may be used for the purposes of a public +offer of securities or the admission of securities to trading on a +regulated market if it, as well as any amendments and a securi - +ties note and summary approved in accordance with Regulation +(EU) 2017/1129, are approved by the FSMA. +Administration, management and general management +bodies +Cofinimmo SA/NV declares that, regarding the directors and/or +members of the executive committee : +• no family ties exist between them ; +• there is no information relating to (i) convictions for fraud within +the last five years, (ii) bankruptcies, receiverships, liquidations +or placing of companies under judicial administration, and +(iii) official public accusations and/or sanctions by statutory +or regulatory authorities (including designated professional +bodies), that must be disclosed ; +• no court has denied the right to hold office as a member of +the administrative, management, or supervisory bodies of an +issuer or to participate in the management or conduct of the +issuer’s business over the last five years ; +• no conflict of interest exists between their functions within +Cofinimmo SA/NV and their private interests. +Furthermore, the company is not aware of any conflicts of interest +between the duties owed to the company by the members of the +board of directors or the members of the executive committee +and the other duties or private interests of these persons. As +a Belgian listed company, the company is required to comply +with the procedures set out in article 7:96 of the CCA regarding +conflicts of interest within the board of directors and article 7:97 +of the CCA regarding transactions with related parties. +Outlook +The company, represented by its board of directors, declares that +the outlook or estimated profit was determined and prepared on +a basis comparable to the historical financial information and +in accordance with the issuer’s accounting policies. +Operation of administrative and management bodies +The company, represented by its board of directors, declares that +no service contracts are in place with the directors and/or mem - +bers of the executive committee that provide for the granting of +benefits at the end of such a contract, with the exception of a +consulting contract signed between a subsidiary of the group +and Michael Zahn (see p. 235) and the statements detailed in +the Remuneration policy, section ‘Contractual terms applicable +to the members of the executive committee’, available on the +company website. +Main shareholders +The company, represented by its board of directors, declares that : +• no directors or members of the executive committee directly +or indirectly hold a percentage of the share capital or voting +rights of Cofinimmo SA/NV that requires notification under leg - +islation on the disclosure of major shareholdings ; +• the main shareholders of Cofinimmo SA/NV do not hold dif - +ferent voting rights. +Judicial and arbitration proceedings +The company, represented by its board of directors, declares that, +over the past 12 months, no administrative, legal or arbitration +proceedings have been initiated that could have or have had +significant effects on the financial situation or profitability of +Cofinimmo SA/NV. +Significant change in the financial position +The company, represented by its board of directors, declares that +there have been no significant changes in the group’s financial +position since the end of the last financial year. +Available documents +The company, represented by its board of directors, declares +that during the period of validity of the universal registra - +tion document including the annual financial report and the +ESG report, the latest version of the articles of association of +Cofinimmo SA/ NV as well as all reports, letters and other docu - +ments, valuations and declarations established by an expert at +the request of Cofinimmo SA/NV, part of which are included or +referred to in the universal registration document including the +annual financial report and the ESG report, may be accessed +on the website www.cofinimmo.com. +11 +SECTION 2  I  PRELIMINARY REMARKS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_138.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_138.txt new file mode 100644 index 0000000000000000000000000000000000000000..89cc207460d65050e2a2010ed48bfb90c10c879a --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_138.txt @@ -0,0 +1,68 @@ +Physical risk action plan +Cofinimmo’s decarbonation efforts help mitigate transitional cli - +mate risks. Nevertheless, Cofinimmo still has to consider the cli - +mate risk associated with higher temperatures with more extreme +weather events, such as heavy rainfall and heat waves, which +could pose physical risks to its buildings. The same physical +risks are assessed during the acquisition phase (due diligence) +in order to improve the quality of the information used in the +decision-making process. +Since 2022, Cofinimmo has been working with MSCI to conduct +a detailed physical climate risk analysis of its healthcare real +estate and office portfolios. The analysis includes exposure to +natural hazards such as extreme heat, river and coastal flooding, +storms and wildfires using multiple scenarios. Cofinimmo chose +the IPCC | 5° | SSP5-8.5 scenario as the worst case scenario for +2100. The high-level quarterly assessment shows the physical +risks to which its assets are exposed based on their geograph - +ical location. +The identified risks are prioritised and assets are ranked accord - +ing to their vulnerability. Based on initial studies, only a few build - +ings could be affected. The results are used to define a climate +risk resilience roadmap that addresses adaptation measures +applicable to the specific risk exposure. In 2023, Cofinimmo hired +an external consultant to develop action plans for a pilot project +on three buildings. The assignment includes on-site visits to +study in detail the building-specific risks and adaptation plans. +This approach is in line with the EU Taxonomy criteria for con - +tributing to the objective of climate adaptation, which requires a +robust assessment of climate risks and vulnerabilities, including +an evaluation of adaptation solutions. + Did you know that... +During the renovation of the Flemish Administrative Centre +(VAC) in Mechelen, home of the Public Waste Agency of +Flanders (OVAM), Cofinimmo worked with the contractor +Tectum to create a 100 % recyclable roof. This is an ambitious +project aimed at modernising and making the office building +more sustainable with a focus on the reuse and recycling of +the demolished materials. No small detail, the office continues +to operate during the renovation works. +The VAC Mechelen's original roof, made of ballasted PVC, had +to be completely demolished. The challenge was to reuse +as many materials as possible and to ensure that the office +building remained operational during the renovation, which +was a complex task. +All demolition materials were carefully sorted on site and +disposed of separately. Official certificates were issued by +specialist recycling companies. +• Ballast : the gravel used as ballast was carefully vacuumed +up and removed by bulk lorry. At a remote location, the gravel +was washed for subsequent use elsewhere. +• Roofing : the PVC roofing material has been disposed of +through Cofinimmo’s partner RoofCollect and ground up +for use as a new raw material. +• Insulation : the original PIR insulation has been inspected +in conjunction with Buildwise and checked for its current +insulation value, fire rating, compressive strength and so +on. Depending on these results, it will be decided for which +purposes the old insulation can be reused. +• The aluminium wall caps were also dismantled and disposed +of separately for recycling. +The new roof will have EPS insulation, which can be easily +recycled and reused when the roof is demolished. In addition, +a new roofing system will be installed, which will be fully +mechanically fixed so that it can be recovered again at a later +stage. + X Office building Belliard 40 - Brussels' CBD (BE) +136 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_139.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_139.txt new file mode 100644 index 0000000000000000000000000000000000000000..76b066004e381e247fc8bf6bea12a071aa01889f --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_139.txt @@ -0,0 +1,64 @@ +As a listed real estate company, Cofinimmo provides investors with +the opportunity to invest indirectly in real estate. Fully aware of the +impact of its activities, the company maintains an ongoing dialogue +with its stakeholders at every stage of a building’s life cycle. +Stakeholder +dialogue as driver +for transition +Cofinimmo keeps in touch during the different stages of a project +with the neighbourhood and authorities, especially at prelimi - +nary study phase. For greenfield projects, at the permit deliver - +ance stage, a public inquiry is often mandatory. From the initial +design and permit application stages, Cofinimmo then organ - +ises consultation meetings with local residents, government, +and businesses, etc. The aim is to strike a balance between the +various stakeholder interests, by recognising the importance +of protected natural areas, heritage conservation, local traffic, +retail activity, residents’ well-being, etc. It also considers the +needs of future occupants and the level of profitability required +to compensate its investment. If any remark occurs, a meeting is +organised by local authorities to discuss solutions. If necessary, +modifications of the project are proposed. +During tendering and construction Cofinimmo informs when +works can cause nuisance. In accordance with the ISO 14001 +certificate, Cofinimmo measures the number of complaints. When +a problem arises, Cofinimmo tries to find alternatives to meet +different parties interests. In case of nuisance, it is common to +reschedule, for example, noisy works outside occupation hours. +Cofinimmo has management practices in place to keep good +relations with neighbours at all phases of the project. Do-plan- +check-act is integrated in the ISO 14001 certificate for project +management. It assures a continual improvement of the pro - +cess and implementation of it. In buildings’ operational phase, +Cofinimmo meets regularly with its clients to assess their needs +and satisfaction levels. +Cofinimmo attaches great importance to the motivation and +commitment of its employees and collaborators. It encourages, +among other things, transparent and proactive communication +and a culture of empowerment in which staff members help +define the company’s objectives and work together to achieve +them. This collaborative approach promotes a spirit of open +feedback and features coaching and individual and team train - +ing. As a responsible employer, Cofinimmo is attentive to the +well-being of its staff, encouraging healthy diets, physical exercise +and good work-life balance. It also supports the well-being of +the company by giving employees the opportunity to take on +socially relevant responsibilities and activities, like the volun - +teering days initiated in 2023. +In some cases, Cofinimmo interacts with individual stakeholders +in multiple ways : a banker for example can both be a supplier of +capital and, a building tenant, or even a local resident. +Each department is responsible for identifying and interacting +with its respective stakeholders. The company’s code of good +conduct provides guidelines for all employees. The communi - +cation department is available to guide and assist departments, +as needed, in their stakeholder dialogue. +Cofinimmo strives to improve exchanges with each stakeholder +on key issues relating to its activities, and to consider them in its +decision-making processes. The company firmly believes that +the stakeholder involvement is essential for innovation and to +ensure long-term success. +But who are Cofinimmo’s key stakeholders ? + X Office building Arts/Kunst 47 - Brussels' CBD (BE) +137 +SECTION 5  I  ESG REPORT  I  STAKEHOLDER DIALOGUE AS DRIVER FOR TRANSITION  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_14.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..cfec19d47b39ab2ebc52a3df2ba80dea9e2adb98 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_14.txt @@ -0,0 +1,82 @@ +Information incorporated +by reference +The annual financial reports of the past five years (notably those +of financial years 2021 and 2022, included as reference material +in this universal registration document), which include the annual +statutory accounts, the consolidated annual accounts and the +statutory auditor’s reports, as well as the half-yearly financial +reports, can be accessed on the website www.cofinimmo.com. +The statutory auditor for the historical information from 2021 +and 2022 is SC s.f.d. SRL/BV o.v.v.e. CVBA Deloitte, Réviseurs d’En - +treprises/Bedrijfsrevisoren, represented by Mr Rik Neckebroeck, +and for 2023, the company KPMG Réviseurs d’Entreprises SRL/ +Bedrijfsrevisoren BV, represented by Mr Jean-François Kupper. +Information Document Section +Historical financial +information for the last +three financial years +Annual financial report 2023 Fully (including the key figures on page 26, the summary of the consolidated accounts +on p. 100 to 106 and the annual accounts on p. 250 to 331) +Annual financial report 2022 Fully (including the key figures on page 26, the summary of the consolidated accounts +on p. 102 to 107 and the annual accounts on p. 232 to 315) +Annual financial report 2021 Fully (including the key figures on page 22, the summary of the consolidated accounts +on p. 85 to 89 and the annual accounts on p. 223 to 315) +Statutory auditor’s +statement +Annual financial report 2023 Statutory auditor’s report on : +• The projections on p. 114-115 ; +• The consolidated accounts on p. 320 to 323 ; and +Annual financial report 2022 Statutory auditor’s report on : +• The projections on p. 116 and 117 ; +• The consolidated accounts on p. 304 to 305 ; and +• The statutory accounts on p. 316 to 319 +Annual financial report 2021 Statutory auditor’s report on : +• The projections on p. 102 and 103 ; +• The consolidated accounts on p. 300 to 303 ; and +• The statutory accounts on p. 312 to 315 +Information on +major investments +Annual financial report 2023 • Healthcare real estate : p. 36 to 61 ; +• Property of distribution networks : p. 62 to 69 ; +• Public-Private Partnerships : p. 66 ; +• Offices : p. 70 to 77 +Annual financial report 2022 • Healthcare real estate : p. 36 to 63 ; +• Property of distribution networks : p. 64 to 71 ; +• Public-Private Partnerships : p. 68 ; +• Offices : p. 72 to 79 +Annual financial report 2021 • Healthcare real estate : p. 32 to 55 ; +• Property of distribution networks : p. 56 to 59 ; +• Public-Private Partnerships : p. 60 and 61 ; +• Offices : p. 62 to 69 +Breakdown of total +revenue by type of +activity and by market +for the last three financial +years +Annual financial report 2023 Annual accounts in Note 5 (segment information) p. 264 to 269 +Annual financial report 2022 Annual accounts in Note 5 (segment information) p. 250 to 255 +Annual financial report 2021 Annual accounts in Note 5 (segment information) p. 240 to 247 +Description of financial +position and operational +results +Annual financial report 2023 • Chapter ‘Financial resources management’ p. 87 to 99 ; and +• Notes to the consolidated accounts p. 256 to 319 +Annual financial report 2022 • Chapter ‘Financial resources management’ p. 89 to 94 ; and +• Notes to the consolidated accounts p. 240 to 303 +Annual financial report 2021 • Chapter ‘Management of financial resources’ p. 79 to 84 ; and +• Notes to the consolidated accounts p. 230 to 299 +Information on personnel Annual financial report 2023 • Chapter ‘Corporate governance statement’ p. 210 ; +• Annual accounts in Note 43 p. 313 +Annual financial report 2022 • Chapter ‘Corporate governance statement’ p. 202 ; +• Annual accounts in Note 43 p. 302 +Annual financial report 2021 • Chapter ‘Corporate governance statement’ p. 192 ; +• Annual accounts in Note 43 p. 297 +Important agreements +concerning a change of +control in the event of a +takeover bid +Annual financial report 2023 • Chapter ‘Corporate governance statement’ p. 232 +Annual financial report 2022 • Chapter ‘Corporate governance statement’ p. 218 +Annual financial report 2021 • Chapter ‘Corporate governance statement’ p. 207 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +12 diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_148.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_148.txt new file mode 100644 index 0000000000000000000000000000000000000000..4e0e4e50def73778e766cdfd8add05ebe3ec2159 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_148.txt @@ -0,0 +1,71 @@ +In the coming years, water management inside and outside +buildings will need to change drastically to adapt to the physical +risks associated with climate change. It is therefore essential that +companies, particularly those in the real estate sector, prepare +for the future. +Apply circularity to water management +By definition, a circular economy is restorative or regenerative by +intention and design. If applied to water, the circular principles +allow to recuperate water and reuse it in the system for different +purposes as a possible solution to water scarcity. +A future-oriented process that constitutes an upcycling of water +is the treatment and reuse of black water and grey water for low +or high-grade applications. In this case, water originated from +toilet flushes (black water), and the water originated from house +appliances such as dishwashers or kitchens (grey water), are +then treated one or multiple times based on the end-use des - +tination, building a closed system of water usage. +One of the most common systems today is rainwater capture, +which is not yet economically or structurally viable in all cases +but is part of the feasibility criteria for new constructions. Through +rainwater recuperation, the rainwater falling on the roof of the +building is collected in a rainwater tank, which is connected to an +infiltration installation and, based on the depth of the treatment +procedures, it can be reused either for non-potable or drinking +water usage. At 31.12.2023, reuse of storm water for garden and +sanitary usage is implemented in 24 buildings of the portfolio +(7 % of portfolio area covered). +Companies, like Cofinimmo, that are already thinking about new +social trends and integrating these into their strategy will be one +step ahead of companies that opt for a wait-and-see approach. +Rainwater falling on the roof is +captured in a rainwater tank. The +overflow of the rainwater tank +is connected to an infiltration +installation. Rainwater is treated +by a coarse filter, a fine filter and +an active carbon cartridge (simple +treatment) to remove suspended +solids and colour. This water is +reused for toilet flushing, cleaning +and garden irrigation. Potentially, +the rest of the available rainwater +can undergo advanced treatment +to produce drinking water, which +is used for all other applications. If +enough rainwater is captured, the +building can be totally independent +of the drinking water distribution +network. +    Rainwater (or tap water) +    Wastewater +    Grey water +   Black water +INFILTRATION +RAINWATER +TANK +Simple +treatment +Advanced +treatment +NON-DRINKING +WATER +SEWER +DRINKING +WATER +Tap water refill +(when needed) +Tap water refill +(when needed) +146 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_149.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_149.txt new file mode 100644 index 0000000000000000000000000000000000000000..bac6353300dbbdb9726621fe467ad13e88955dca --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_149.txt @@ -0,0 +1,63 @@ +Organisation / +Institution +Rating / certification Initial rating Evolution +2023 +EE+ (Very strong) +(on a scale going from F to EEE) +SE Belgian Index & SE Best in Class Index +EE+ +2015 +EE+ +            +EE+ +            +EE+ +2021                  2022                  2023 +2021 +0.75 +GDI rating1 +Ranking 3rd place in Belgium +Global average 0.59 +18th +20181 +0.86 +            +0.81 +            +0.75 +2019                  2020                  2021 +2023 +Equileap +63 % +(#1 in Belgium for gender equality) +58 % +2019 +55 % +            +58 % +            +63 % +2021                  2022                  2023 +2023 +Gold +(on a scale going from Standard to +Platinum) +Stand. +2012 +Gold +            +Gold +            +Gold +2021                  2022                  2023 +2023 +Certification granted for Belgium and +Germany +BE+DE +2023 +1. No GDI rating available for 2018, on the worldwide ranking (out of 600 companies). +Social +Cofinimmo’s social policies can be found on the company’s website : +www.cofinimmo.com/about-us/governance/charters. +147 +SECTION 5  I  ESG REPORT  I  SOCIAL  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_15.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..600534a5a2124a71c4de0ee55f6c285f6a12910a --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_15.txt @@ -0,0 +1,4 @@ + X ‘L’Envol’, artwork by MagicStreet, installed on the façade of the office building with medical centre Trône/Troon 100 - Brussels CBD (BE) +13 +SECTION 2  I  PRELIMINARY REMARKS  I +The secret fruit is a "lemon". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_16.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf620d6886a253d3df634d94f666c8a43c321c60 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_16.txt @@ -0,0 +1,7 @@ +Resilient results in +a particular market +context + X Jean-Pierre Hanin (Chief Executive Officer) and + X Jacques van Rijckevorsel (Chairman of the board of directors) +14 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_17.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..d6ea37b7a765d568921ba719968f7b5428a2148d --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_17.txt @@ -0,0 +1,105 @@ +Cofinimmo has been acquiring, developing and managing +rental properties for 40 years. Responding to societal changes, +Cofinimmo’s permanent objective is to offer high-quality +care, living and working spaces (‘Caring, Living and Working - +Together in Real Estate’). Capitalising on its expertise, Cofinimmo +consolidates its leadership in European healthcare real estate. +The pandemic that the world has been experiencing in recent +years has highlighted the importance of the healthcare segment +for each and every one of us. Through its investments, Cofinimmo +is actively participating in the operation, maintenance, expansion +and renewal of the healthcare property portfolio in nine countries. +A balanced healthcare portfolio +During the financial year, Cofinimmo made several investments +(for 338 million EUR, or 302 million EUR excluding contributions +in kind, in line with the outlook 1), mainly in various healthcare +real estate sub-segments in Europe. Thanks to these opera - +tions, healthcare real estate assets (4.7 billion EUR) account for +75 % of the group’s consolidated portfolio as at 31.12.2023, which +reaches 6.2 billion EUR. +A sustainable growth model +Cofinimmo constantly evaluates its assets portfolio based on +the key points of its strategy and the available market oppor - +tunities. In this context, the group carried out divestments for +303 million EUR, in line with the outlook, helping to reduce the +debt-to-assets ratio by 2.4 %. These are present in all three seg - +ments of activity. +As a result, net investments reached -1 million EUR, excluding +contributions in kind, in line with the net-zero investment objective +(with a neutral impact on the debt-to-assets ratio) which had +been set for 2023 at the beginning of the year. +Cofinimmo has been adopting a proactive ESG policy for more +than 15 years. This is a real priority for the group, which once +again distinguished itself during the financial year. Cofinimmo +was included in the new Euronext BEL ESG index since its launch +in February 2023. In April, Cofinimmo’s ESG efforts were recog - +nised by the international financial press (Financial Times), with +the group being the only real estate player among the eight +Belgian groups on the list of Europe’s 500 Climate Leaders. In +addition, several ESG labels previously awarded have been +renewed and improved (EPRA Sustainability Best Practices Rec - +ommendations, GRESB Real Estate Assessment, Sustainalytics +and S&P Global CSA score), or newly awarded (Cofinimmo was +certified ‘Great Place to Work ®’ in Belgium and in Germany). Lastly, +Cofinimmo has obtained several new BREEAM certificates for +offices and healthcare real estate and, at the end of the year, +the ‘CO2 Neutral label certificate – Building label – Silver level’ for +the redevelopment of the Montoyer 10 office building (for which +Cofinimmo is also aiming to obtain a BREEAM ‘Outstanding’ cer - +tificate, already obtained for the design phase of the building). +A reinforced balance sheet structure +In terms of financing, Cofinimmo reinforced its financial resources +and its balance sheet structure over the past financial years +(cumulative capital increases of 565 million EUR in 2021 and +114 million EUR in 2022), and again during the financial year 2023 +(non-budgeted capital increases through optional dividend in +the 2nd quarter, contributions in kind in the 3 rd quarter, and con - +tribution in cash through accelerated bookbuilding – ‘ABB’ in the +4th quarter – totalling nearly 247 million EUR, and new financings +for a total of 230 million EUR). The financing operations during +this period enabled the group to improve the maturity timeta - +ble of its financial debts, to increase the amount of available +financing, and to maintain an average cost of debt* at par - +ticularly low levels. For this reason, the financing to be repaid in +2024 consists of a 100 million EUR fixed-rate credit line maturing +in April 2024 and a 55 million EUR green & social bond 2016-2024 +maturing in December 2024. As these loans were contracted on +favourable terms, they will be held by Cofinimmo until maturity. +As at 31.12.2023, Cofinimmo had close to 1 billion EUR of headroom +on committed credit lines, after deduction of the backup of the +commercial paper programme. In addition, the interest rate risk +is fully hedged as at 31.12.2023 as part of the long-term interest +rate hedging policy. +The group’s momentum in terms of investments, divestments and +financing (average cost of debt* at 1.4 %), coupled with efficient +management of the existing portfolio in transformation (occu - +pancy rate of 98.5 %, gross rental income up 5.5 % on a like-for-like +basis* due to recent indexations, which usually take place on the +anniversary date of the contract, operating margin* at 81.9 %), +enabled the company to realise a net result from core activities +– group share* of 241 million EUR as at 31.12.2023, (compared to +the 222 million EUR that were made as at 31.12.2022, i.e. an 8 % +increase). This was mainly due to the investments made, higher +than the scope effect of disposals as well as the positive effect +of contracts indexation, and the ABB mentioned above. The net +result from core activities – group share* amounts to 7.07 EUR +per share (compared to 6.95 EUR as at 31.12.2022), and takes into +account the issuance of shares in 2022 and 2023. The effect of +disposals and capital increases on this indicator is -0.32 EUR +per share and -0.40 EUR per share respectively, i.e. -0.72 EUR per +share in total for the 2023 financial year. +The net result from core activities – group share* of 7.07 EUR per +share is higher than the guidance published in the last quarterly +press release (6.95 EUR per share 2) mainly thanks to the confir - +mation of the FBI regime in the Netherlands. +‘Through its numerous development +projects, Cofinimmo is actively +participating in the extension and +renewal of the property portfolio +dedicated to healthcare in Europe.’ +1. i.e. the quarterly outlook derived from the annual outlook presented in the 2022 +universal registration document, published on 06.04.2023, and confirmed in +section 10.2 of the press release dated 27.10.2023. +2. See section 10.2 of the press release dated 27.10.2023. +15 +SECTION 3  I  MESSAGE TO THE SHAREHOLDERS I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_2.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..7265166f006a3ddfaaae26b27e41670c9b1176f1 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_2.txt @@ -0,0 +1,54 @@ +History +2019 +• Launched the 30³ project, aimed at +reducing the portfolio’s energy intensity +by 30 % by 2030 from 2017 levels, based +on SBTi (Science Based Targets initiative) + • Continued to accelerate investments +in healthcare real estate (almost +500 million EUR) +• First healthcare real estate investments +in Spain +• Accelerated rebalancing of the office +portfolio to the Brussels’ Central Business +District +• Over 56 % of the consolidated portfolio +invested in healthcare real estate +2020 +• First healthcare real estate investments +in Finland +• Capital increases in the amount of +nearly 143 million EUR +• Issued a first 500 million EUR benchmark +sustainable bond +• More than 700 million EUR invested, +including nearly 600 million EUR in +healthcare real estate in Europe +• 59 % of the consolidated portfolio +invested in healthcare real estate +2014 +• First healthcare real estate investments +in Germany +• Adopted RREC status in Belgium +• First sustainability report based on the +GRI index +2015 +• Capital increase with preference rights +in the amount of 285 million EUR +• Continued investing in healthcare real +estate in the Netherlands and Germany +2016 +• Continued investing in healthcare real estate +in the Netherlands and Germany +• Opened first Flex Corner® and The Lounge® +sites +• Issued green & social bonds +2018 +• Capital increase with irrevocable +allocation rights in the amount +of 155 million EUR +• Accelerated investments in +healthcare real estate +(300 million EUR) +• Initiated the rebalancing of the +office portfolio diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_28.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..71a4365a87d639226198a0cacbccebf68b9b50a8 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_28.txt @@ -0,0 +1,42 @@ +Key figures +as at 31.12.2023 +339 million EUR ++ 7 % +Property result +2,500,000 m2 +Total surface area +5.8 % +Gross rental yield at 100 % +occupancy +6.2 billion EUR ++ 0.5 % +Fair value of the portfolio +in 2023 in 2023 +98.5 % +Occupancy rate +13 years +Weighted average +residual lease length +Portfolio breakdown by segment Geographical breakdown +of portfolio +10 % +The Nederlands +14 % +Germany +14 % +Other* +11 % +France +50 % +Belgium +7 % +Property of distribution +networks +18 % +Offices +* ES 6 % - FI 2 % - IE 2 % - IT 3 % - UK 1 % +75 % +Healthcare real estate +Operational +26 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_29.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..14af05ad1aa8facc30e0364d5b405df0dba67545 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_29.txt @@ -0,0 +1,28 @@ +1. Increase in the share price + dividend yield. +2. Publication of Standard & Poor’s at 21.03.2023, updated on 09.10.2023. +Key figures +as at 31.12.2023 +339 million EUR 2.6 billion EUR +BBB/long term & +A­2/short term +Market capitalisation +74.36 EUR +Average share price in 2023 +43.8 % +Debt-to-assets ratio +7.07 EUR/ +share +EPRA result* +98.61 EUR/ +share +Net asset value +­ 8.0 % +Gross return1 of the share in 2023, +lower than the change in the +EPRA Europe index (17.4 %) +1.4 % +Average cost of debt* +Standard & Poor’s rating2 +Financial +27 +SECTION 4  I  MANAGEMENT REPORT  I  KEY FIGURES  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_3.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..8e51a600c15e3b28a4e43949f006c59003b9d2ce --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_3.txt @@ -0,0 +1,49 @@ +2022 +• Almost 550 million EUR invested in +healthcare real estate in Europe +• 70 % of the consolidated portfolio +invested in healthcare real estate +• Capital increases in the amount of +nearly 114 million EUR +• Further disposal of part of the +Cofinimur I portfolio (property of +distribution newtorks) for more than +50 million EUR +• 76 million EUR divested in office +buildings +2021 +• Almost 1 billion EUR invested in healthcare +real estate in Europe +• First healthcare real estate investments +in Ireland, Italy and the United Kingdom +• 67 % of the consolidated portfolio +invested in healthcare real estate +• Contribution of the office portfolio into +a subsidiary +• Capital increases in the amount of nearly +565 million EUR +• Partially disposed of the Cofinimur I +portfolio (property of distribution +networks) for more than 40 million EUR +2023 +• Inclusion in the new Euronext BEL ESG +index and the Financial Times 500 +Europe’s Climate Leaders list +• Achievement of the zero net investment +target set at the beginning of the +year (with a neutral impact on the +debt-to-assets ratio) +• 75 % of the consolidated portfolio +invested in healthcare real estate +• Capital increases in the amount of +nearly 247 million EUR +• Completion of the disposal of the + Cofinimur I portfolio (property +of distribution networks) for a +total amount of approximately +111 million EUR +• 40th anniversary of the group +on 29.12.2023 +1 + I  HISTORY  I +The secret shape is a "heart". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_38.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..ec7029d67024a2c59a16c48ce47f35c89c0c7527 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_38.txt @@ -0,0 +1,3 @@ +caring +36 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_39.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..88ff76134e77f1c08f4833b79c285fc4793b22da --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_39.txt @@ -0,0 +1,11 @@ +To be a leading European +healthcare REIT with +a top quality portfolio, +also participating in +innovative real estate +concepts addressing +healthcare challenges +caring + X Nursing and care home Neo -Rocourt (BE) +37 +SECTION 4  I  MANAGEMENT REPORT  I  CARING  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_4.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..fb8c8f08fa598316d9d8234c15219e9767bd10d1 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_4.txt @@ -0,0 +1,31 @@ + X Nursing and care home – Raisio (FI) +About +Cofinimmo +The pandemic that the world has been +experiencing in recent years has highlighted the +importance of the healthcare sector for each and +every one of us. Through its investments, +Cofinimmo is actively participating in the +operation, maintenance, expansion and renewal +of the healthcare property portfolio in Europe. +Cofinimmo has been acquiring, developing and managing rental properties for 40 years. +The company has a portfolio spread across Belgium, France, the Netherlands, Germany, +Spain, Finland, Ireland, Italy and the United Kingdom with a value of approximately +6.2 billion EUR. Responding to societal changes, Cofinimmo’s mission is to provide +high-quality care, living, and working spaces to partner-tenants that directly benefit +their occupants. +‘Caring, Living and Working - Together in Real Estate’ is the expression of this mission. +Thanks to its expertise, Cofinimmo has assembled a healthcare real estate portfolio +of approximately 4.7 billion EUR in Europe. +As an independent company applying the highest standards of corporate governance +and sustainability, Cofinimmo offers tenant services and manages its portfolio through +a team of approximately 155 employees in Brussels, Paris, Breda, Frankfurt and Madrid. +Cofinimmo is listed on Euronext Brussels (BEL20) and benefits from the REIT status in +Belgium (RREC), France (SIIC) and the Netherlands (FBI). Its activities are supervised +by the Financial Services and Markets Authority (FSMA), the Belgian regulator. +Fair value of the porfolio on 31.12.2023 +6.2 billion EUR +Cofinimmo is active in +9 countries +2 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_48.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..72325a51e854631816f5ef2cca131241bd65404a --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_48.txt @@ -0,0 +1,105 @@ +A vast and +qualitative +European portfolio +France +15 % +of the portfolio +321,000 m² +Surface area +99.6 % +Occupancy rate +57 +Sites in operation +5,200 +Beds +Belgium +36 % +of the portfolio +612,000 m² +Surface area +100 % +Occupancy rate +90 +Sites in operation +10,900 +Beds +Germany +19 % +of the portfolio +407,000 m² +Surface area +97.6 % +Occupancy rate +59 +Sites in operation +6,200 +Beds +The Netherlands +11 % +of the portfolio +201,000 m² +Surface area +99.1 % +Occupancy rate +51 +Sites in operation +1,400 +Beds +Spain +8 % +of the portfolio +156,000 m² +Surface area +100 % +Occupancy rate +25 +Sites in operation +3,900 +Beds +Finland +3 % +of the portfolio +36,000 m² +Surface area +100 % +Occupancy rate +15 +Sites in operation +690 +Beds +United Kingdom +1 % +of the portfolio +10,200 m² +Surface area +100 % +Occupancy rate +3 +Sites in operation +200 +Beds +Italy +5 % +of the portfolio +76,000 m² +Surface area +100 % +Occupancy rate +8 +Sites in operation +1,300 +Beds +Ireland +2 % +of the portfolio +42,000 m² +Surface area +100 % +Occupancy rate +8 +Sites in operation +550 +Beds +46 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret kitchen appliance is a "microwave". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_49.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..011e6e7e1430a84ddefeb7e589785ab2ffc7d012 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_49.txt @@ -0,0 +1,2 @@ +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +47 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_5.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..2d88df94765407bde9d0bb5edf9e5167e3a3e3ce --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_5.txt @@ -0,0 +1,22 @@ +Belgium +France +The Netherlands +Germany +Spain +Finland +Ireland +Italy +United Kingdom +* For many years, Cofinimmo has used Alternative Performance Measures (APM) in its financial communications, within the meaning of the +guidelines issued on 05.10.2015 by ESMA (European Securities and Market Authority). Some of these APM are recommended by the European +Public Real Estate Association (EPRA), while others have been defined by the sector or by Cofinimmo in order to provide the reader with a +better understanding of its results and performance. The APM included in this universal registration document are identified by an asterisk (*). +The performance indicators that are defined by IFRS rules or by law are not considered as APM. Neither are indicators that are not based on +income statement or balance sheet items. APM are defined, commented on and reconciled with the most relevant item, total or subtotal in +the financial statements for this purpose in Note 48 to the consolidated financial statements included in this universal registration document. +The definitions of APM may differ from those of other concepts with the same name in the financial statements of other companies. +7.07 EUR/share +Net result of core activities - group part - +per share* (or EPRA Result*) +3 + I  ABOUT COFINIMMO  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_58.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..088793c6f43bc18b18c5d76206ace8a2d9305273 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_58.txt @@ -0,0 +1,58 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITIONS + 1 Dos Hermanas +(Andalusia) +Construction of a nursing +and care home +Ongoing 7,700 135 Grupo +Reifs +Triple +net +30 ± 12 + 2 Valladolid +(Castile & León) +Construction of a nursing +and care home +Ongoing 8,100 160 Genesenior Triple +net +25 ± 14 +PROVISIONAL ACCEPTANCE + 3 Tarragona +(Catalonia) +Nursing and care home 2023 6,800 172 Clece Double +net +25 ± 15 + +Cofinimmo entered Spain in September 2019, where it already holds a healthcare +real estate portfolio for a fair value of 364 million EUR in investment properties, to +which 43 million EUR of finance lease receivables and 16 million EUR of +prepayments in non-current financial assets were added. +Spain +51 million EUR +investments in 2023 +16 +ongoing development projects + 1 + 3 2 +56 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_59.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..f52230d50918f190190519f9896c4948044aeead --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_59.txt @@ -0,0 +1,21 @@ +Nursing +and care home ­ +Dos Hermanas +In 2023, Cofinimmo started the construc - +tion of a new nursing and care home on +a plot of land acquired earlier in Seville +(Andalusia). The building will have a +total surface area of approximately +7,700 m² and will offer 135 beds. The centre +is located next to the Convention Centre of +Dos Hermanas, currently under construc - +tion, next to the new SE-40 expressway +and the new regional train station. For +this site, Cofinimmo foresees an A-level +energy performance and a BREEAM Excel - +lent certification. + XRender of the future nursing and care home - Dos Hermanas (Andalusia - ES) + XNursing and care home - Tarragona (Catalonia – ES) +57 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +The secret tool is a "ruler". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_6.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..407eac8a83407be08033b2eac0a4bdebb425ce11 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_6.txt @@ -0,0 +1,53 @@ +Risk factors +Structure of risk factors +F.1 Risks associated with Cofinimmo’s activities +and sectors of activity + F.1.1 Economic context + F.1.1.1 Global context + F.1.1.2 Leasing market conditions in the group’s +operating segments + F.1.1.3 Investment market conditions in the group’s +operating segments + F.1.1.4 Interest rate volatility + F.1.1.5 Situation of some healthcare operators + F.1.2 Property portfolio + F.1.2.1 Negative change in the fair value of property + F.1.2.2 Investments subject to conditions + F.1.3 Customers + F.1.3.1 Concentration risk + F.1.3.2 Vacancy rate +F.2 Risks relating to Cofinimmo’s financial +position + F.2.1 Liquidity risk + F.2.2 Contractual obligations and legal parameters + F.2.3 Change in the group’s public financial rating + F.2.4 Risks arising in the event of a change of control +F.3 Legal and regulatory risks + F.3.1 RREC, FIIS, SIIC and SOCIMI regimes + F.3.2 Changes in social security schemes + F.3.3 FBI regime + F.3.4 Preventive double taxation agreement between +Belgium and France +F.4 Risks relating to internal control +F.5 Environmental, social and governance risks + F.5.1 Building sustainability + F.5.2 ESG and sustainability transparency +Following the 21.07.2019 entry into force of the European Parliament and +Council’s Regulation (EU) 2017/1129 of 14.06.2017, known as the ‘Prospectus’ +Regulation, in particular its provisions for the presentation of risk factors, this +section includes only the specific and most significant risk factors faced +by the Cofinimmo group. The inclusion of each risk factor is based on +the probability of its occurrence and the estimated impact on the group. +Relevant risk factors are grouped into categories (numbered F.1 through +F.5) and sub-categories (numbered F.1.1.1 through F.5.2), they are ranked +according to their nature, the most significant risks being listed first within +each category. The numbering of the risk factors makes it easier to refer +from one factor to another and identify possible interdependencies. +The quantified impacts of the various risk factors can be interpreted +in light of the group’s 2023 financial results : it is recalled that the group +generated a net result - group share of -55 million EUR and a net result +from core activities - group share* of 241 million EUR. The group had net +assets of 3,623 million EUR (i.e. 98.61 EUR per share), a 43.8 % debt-to- +assets ratio, and contractual rents of 355 million EUR as at 31.12.2023. +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +4 diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_60.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..3119b99605a9614c170cdce412e05ebbcf860067 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_60.txt @@ -0,0 +1,64 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +PROVISIONAL ACCEPTANCES + 1 Kuopio Nursing and care home 2023 4,200 75 Nonna +Group Oy +Double +net +20 ± 17 + 2 Helsinki Nursing and care home 2023 4,200 83 Attendo Double +net +15.5 ± 19 + 3 Raisio Nursing and care home 2023 5,000 98 Ikifit Oy Double +net +15 ± 15 +Finland +Nursing and care home ­ +Helsinki +In 2023, Cofinimmo announced the provisional delivery of a nurs - +ing and care home located in Helsinki, the capital of Finland, on +the southern coast of the country. The nursing and care home +is located in a green and quite residential area, about 15 km east +from the city centre, in Vuosaari, close to several shops and public +transport services. +The site has a surface area of approximately 4,200 m² and offers +75 intensive care rooms spread over three storeys as well as 8 lighter +care rooms on the ground floor. The level of energy performance +of the building is B. +15 million EUR +investments in 2023 +1 +ongoing development project +Cofinimmo +entered Finland +in November 2020, +where it already +holds a healthcare +real estate portfolio +for a fair value of +153 million EUR. + XAerial view of the nursing and care home – Helsinki (FI) + 1 + 2 + 3 +58 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_61.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..2ced9063d3031fe7b4fa063bc8e3454e41d44a7d --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_61.txt @@ -0,0 +1,55 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface +area +(in m2) +Number +of beds +Operator­tenant Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITION + 1 Limerick Nursing and care +home +2008 2,700 56 Mowlam +Healthcare +Triple +net +25 ± 8 +Ireland +Cofinimmo +entered Ireland +in January 2021, +where it already +holds a +healthcare real +estate portfolio +for a fair value of +100 million EUR. + X Aerial view of the nursing and care home – Limerick (IE) +8 million EUR +investments in 2023 +Nursing and care home ­ +Limerick +In 2023, Cofinimmo acquired a nursing and care home in Limerick. +The Park nursing and care home is located in a green residential +neighbourhood, about 4 km from the city centre. It benefits from +a bus stop in front of the building and is easily accessible by car. +Built in 2008, the nursing and care home has a total surface +area of approximately 2,700 m² and offers 56 beds, which are in +en-suite rooms. The asset has a good energy performance and +several upgrades are planned to further improve it. + 1 +59 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +The secret animal #1 is a "giraffe". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_62.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..e0121446341d1039ade6c64e1f55da26cd705411 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_62.txt @@ -0,0 +1,13 @@ +Italy +Cofinimmo entered +Italy in May 2021, +where it already +holds a healthcare +real estate portfolio +for a fair value of +217 million EUR. + XNursing and care home - Novara (IT) +1 million EUR +investments in 2023 +60 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_63.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..ffdf375722e5dc01d8714d789c6c434e583ae2fb --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_63.txt @@ -0,0 +1,14 @@ +United Kingdom + X Nursing and care home – Milton Keynes (UK) +Cofinimmo entered +the United Kingdom +in July 2021, +where it already +holds a healthcare +real estate portfolio +for a fair value of +67 million EUR. +2 million EUR +investments in 2023 +61 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_65.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3f6e05f514a7329515f692e975c935c4768bb27 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_65.txt @@ -0,0 +1,9 @@ + X Joël Assoba +Senior Property Manager - Offices + X Brasserie René - Antwerp (BE) +living +An opportunity-seeking +approach with +long-term income +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I +63 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_66.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3bb75982e161688dac6e5bda6a679617d6663e8 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_66.txt @@ -0,0 +1,30 @@ +Highlights +7 % +of the consolidated portfolio +99.8 % +Occupancy rate +24 million EUR +Divestments +12 years +Weighted average +residual lease length +0.5 billion EUR +Fair value of the portfolio +854 number of assets, of which + 853 pubs and restaurants + 1 PPP booked as operating lease +6.9 % +Gross rental yield +7 +contracts relating to assets in operation in +the PPP portfolio, booked as finance leases +1 +PPP building with +BREEAM certification +309,000 m2 +Surface area +126 kWh/m² +Annual energy intensity of +the covered segment +64 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_67.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..631f31574fa23f6a19761bd359ee0dffd1e42386 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_67.txt @@ -0,0 +1,45 @@ +In November 2023, Cofinimmo completed +the disposal of its portfolio of insurance +agencies leased to the MAAF insurance +company (Cofinimur I). Since then, +Cofinimmo’s property of distribution +networks portfolio only consists of +pubs and restaurants leased to the +AB InBev brewery group (Pubstone). +This portfolio, acquired in 2007 through +sale & leaseback transactions, +generates long-term revenues. +In 2023, Cofinimmo invested 4 million EUR +and divested for 24 million EUR. +In addition to this sub-segment, +Cofinimmo also invests in special- +use buildings in Belgium through +public-private partnerships (PPPs). +The company thus contributes to the +renovation and improvement of public +and parapublic real estate assets. To +date, the PPP portfolio includes eight +contracts related to assets in operation. +64 % +Pubstone - +Belgium +30 % +Pubstone - +The Netherlands +6 % +Other - +Belgium 1 +Breakdown of property of +distribution networks by country +(at fair value - in %) + X From left to right : +Filip Gustin, Office Assistant +Ivo Nuyts, Senior Project Manager + X Brasserie René - Antewerp (BE) +1. In 2021, two assets have been allocated to the ‘Other (Belgium)’ distribution +networks real estate segment. These are the Tenreuken land reserve in Brussels +and the federal police station at Kroonveldlaan 30 in Dendermonde, together +representing 6 % of the property of distribution networks portfolio. +65 +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I +65 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_7.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..84b3002437337d19efa4922044a47a171e90904b --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_7.txt @@ -0,0 +1,117 @@ +F.1. Risks associated with Cofinimmo’s activities +and sectors of activity +F.1.1 Economic context +F.1.1.1 Global context +Cofinimmo’s activities are conducted in a global context +which has undergone multiple upheavals in recent years : fol - +lowing the outbreak of the COVID-19 coronavirus pandemic early +2020, inflation started to rise in Europe in the second half-year of +2021 to reach high levels in 2022 (to slow down in 2023), which led +to a general increase in nominal interest rates (on the wane since +Q4 2023), and war broke out again on the European continent +in 2022, followed by the conflict in Israel and Gaza in Q4 2023. +In this respect, the situation in Ukraine and the consequences +deriving from the sanctions taken towards Russia, as well as the +situation in Israel and Gaza, have no direct impact on the group’s +activity nor its financial result, since the group is not active in +these geographical areas (it should be noted that Finland, which +shares a border with Russia, represents 2.5 % of the group’s invest- +ment properties). The independent real estate valuers’ report +mentions an explanatory note on the situation in Ukraine, in +Israel and Gaza, and/or the current high volatility of markets. +The indirect impact of the situation in these geographical areas +can be assessed through the following risk factors : +• high inflation and increasing energy prices : risk factors ‘F.1.1.2 +Leasing market conditions in the group’s operating segments’, +‘F.1.3.2 Vacancy rate’ ; +• delays or budget overruns in the implementation of devel - +opment projects : risk factor ‘F.1.2.2 Investments subject to +conditions’ ; +• increasing interest rates : risk factors ‘F.1.1.3 Investment market +conditions in the group’s operating segments’, ‘F.1.1.4 Interest +rate volatility’, ‘F.1.2.1 Negative change in the fair value of pro- +perty’, ‘F.2.1 Liquidity risk’, ‘F.2.2 Contractual obligations and legal +parameters’, ‘F.2.3 Change in the group’s public financial rating’. +In addition, although COVID-19 is no longer a global health +emergency, the virus is still circulating. As a reminder, from the +beginning of 2020, Cofinimmo has implemented several meas - +ures to ensure continuity, while prioritising the health of all its +stakeholders. +The group’s operational teams remained in close contact with +tenants to ensure the continuity of services and help them get +through this difficult period, followed by a period of high inflation. +Cofinimmo reviews the financial and operational situation of +its counterparties on a case-by-case basis to find a balanced +solution where appropriate. In this context, Cofinimmo recognised +writedowns of 2.0 million EUR on trade receivables in 2020, with no +equivalent in 2021, of 1.4 million in 2022 and 0.3 million EUR in 2023. +In addition to the information included in this document, note +that : +• in the office segment, surface areas leased directly to mer - +chants (retailers, restaurants, etc.) represent less than 0.2 % of +the group’s contractual rents ; +• in the healthcare real estate segment, sport & wellness centres +account for less than 3 % of the group’s contractual rents. These +centres, located in Belgium and Germany, have been closed +intermittently to the public as from March 2020 and have only +been fully reopened in June 2021. Nevertheless, the current +situation calls for caution ; +• in the property of distribution networks segment, the Pub - +stone portfolios of pubs and restaurants in Belgium and the +Netherlands represent less than 10 % of the group’s contrac - +tual rents. Although Cofinimmo’s counterparty is the A- rated +AB InBev group (S&P rating on 16.02.2024), the world’s leading +brewer, it is not excluded that a decrease in the fair value will +be recognised in the 2024 financial year, based on the evolution +of market parameters or due to the evolution of contamination +caused by COVID-19 and the measures that could be taken +by the authorities to mitigate it (such as a new mandatory +shut-down of the hospitality sector). +F.1.1.2 Leasing market in the group’s operating segments +The leasing market in the group’s two main operating segments +(healthcare real estate in Europe, office property in Belgium, +primarily Brussels) could experience a fall in demand, over-sup - +ply, or the weakening of the financial position of its tenants. The +effects of high inflation in Europe can be assessed (see also +F.1.3.2) in terms of the weakening financial situation of tenants, +as inflation indexed rents (or expenses, mainly energy related) +may become unaffordable for some tenants. +Potential effects : +1. A decrease in net income resulting from an increase in the +vacancy rate and associated costs. At 31.12.2022, a 1 % increase +in the vacancy rate would have had an impact of around +-2.5 million EUR on the net result - group share. For offices, the +impact would have been -0.8 million EUR. +2. Weakening of tenants’ solvency and an increase in doubt - +ful accounts reducing the collection of rent and/or expenses +charged to the tenants by the owners. At 31.12.2023, trade receiv - +ables amount to 45 million EUR (see Note 28 of the consolidated +accounts). In the course of the 2023 financial year, writedowns +in the amount of 0.3 million EUR have been recognised, down +compared to 2022, when it amounted to 1.4 million EUR. An +increase in writedowns of 1 million EUR would have represented +a decrease in the net result – group share of 1 million EUR. +3. A decrease in the fair value of investment properties +(see F.1.2.1. below). +F.1.1.3 Investment market conditions in the group’s operating +segments +The investment market in the group’s two main operating seg - +ments (healthcare real estate in Europe, offices in Belgium, +primarily Brussels) currently see a fall in activity (decrease in +the number of transactions, mainly due to the expectation gap +between selling and buying real estate investors). This can lead +to a reduction in the market price observed by independent +real estate valuers for properties comparable to those held by +the group, which would be reflected in the fair value of the group’s +investment properties. +Potential effects : +1. A decrease in the fair value of investment properties (see +F.1.2.1 below). +F.1.1.4 Interest rate volatility +Short-term and/or long-term benchmark interest rates may +be subject to significant fluctuations in international finan - +cial markets, particularly in the context of rising inflation. As at +31.12.2023, half of the 2.7 billion EUR financial debt was concluded +at a fixed rate and half at a floating rate. The floating-rate debt +5 +SECTION 1  I  RISK FACTORS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_71.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..edd314db5b0e353509a63ad0a19d95a33e7fb769 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_71.txt @@ -0,0 +1,4 @@ + X Restaurant De Vooruitgang - Eindhoven (NL) +69 +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I +The secret animal #2 is a "penguin". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_72.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..9561b211511049b2f6e460ccafc525e544c96ff9 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_72.txt @@ -0,0 +1,3 @@ +working +70 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_73.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..ad89f4590e56237f7740a7c0c3793fac7a568510 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_73.txt @@ -0,0 +1,10 @@ +working +Creating value through +capital recycling + X From left to right : +Alessia Zangrossi - Project Management Assistant +Quentin Montens - Valuation Analyst +Myriam Hallet -Senior Commercial Account Manager + X Office building The Gradient - Brussels decentralised (BE) +71 +SECTION 4  I  MANAGEMENT REPORT  I  OFFICES  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_74.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..c2e6344678f3d6fd62f45e8a5f28641441f8697c --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_74.txt @@ -0,0 +1,26 @@ +Highlights +236 million EUR +Divestments +5 years +Weighted average residual lease length +41 +Number of assets +331,000 m² +Surface area +7 +Buildings with BREEAM or ActiveScore +certification +18 % +of the consolidated portfolio +1.1 billion EUR +Fair value of the portfolio +6.4 % +Gross rental yield +93.9 % +Occupancy rate +128 kWh/m2 +Annual energy intensity of +the covered segment +72 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +The secret office supply is a "calculator". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_75.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..651421ef351a5d521552fba1f3318c5ee1faa74d --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_75.txt @@ -0,0 +1,29 @@ +As an important player in Brussels’ +office sector for 40 years, Cofinimmo +draws on its accumulated experience +in the sector to dynamically and +proactively manage its portfolio of +office buildings. Rental management, +developments adapted to new working +methods, renovation and conversion +programmes and asset arbitrage are +carried out with a long-term view. +Other regionsDecentralised +Brussels’ CBD +Periphery +Recentering the portfolio towards +Brussels’ CBD +68 % +Brussels’ CBD +4 % +Periphery + 18 % +Decentralised +11 % +Other regions + X From left to right : +Benjamin De Reus, Data Leader +Frédéric Magain, IT Support Engineer + X Office building The Gradient - Brussels decentralised (BE) +SECTION 4  I  MANAGEMENT REPORT  I  OFFICES  I +73 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_76.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_76.txt new file mode 100644 index 0000000000000000000000000000000000000000..259bd5ec94d77f540972c44a02e48bd42446eb29 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_76.txt @@ -0,0 +1,100 @@ +Market characteristics1 +The Brussels office market sub-segments +The Brussels office market consists of several sub-segments. The +first five are often grouped under the heading ‘Central Business +District’ (CBD). +Brussels centre +• Historic heart of the city +• Major ccupants : Belgian public authorities and Belgian medium +or large private companies. +Leopold district +• European district of the city +• Major occupants : European institutions and delegations or +associations working with them, medium or large private +companies, law firms, lobbyists. +Brussels North +• Business area +• Major occupants : Belgian and regional public authorities, +semi-public companies and large private companies. +Louise district +• Prestigious district, mixed zone (residential and offices) +• Major occupants : law firms, embassies and medium-sized +private companies. +South district (Midi) +• District surrounding the Brussels-South railway station +• Major occupants : SNCB/NMBS, railway-related companies, +Belgian public authorities. +Brussels decentralised +• Rest of the territory of the 19 municipalities of the Brussels- +Capital Region, a mainly residential area +• Major occupants : private companies of all sizes. +Brussels periphery +• Area located in the immediate vicinity of the Brussels-Capital +Region, the Ring and the national airport +• Major occupants : private companies of all sizes. +The Brussels office rental market +Information on the office rental market is included in the chapter +‘Market commentary’ (see page 177 of this document). +The Brussels office investment market +Information on the Brussels office investment market can be +found in the chapter ‘Market commentary’ (see page 177 of this +document). +1. Market information deriving from the CBRE, Cushman & Wakefield, Jones Lang LaSalle and BNP market research. +Breakdown of the consolidated portfolio by tenant +business sector (as at 31.12.2023 - in contractual rents +of 59 million EUR - in %) + < 1 % +Retail +(commercial +use) + 11 % +Other + 12 % +Finance, Insurance +& Real estate + 12 % +ICT, Telecom +& Media + 6 % +Logistics + 1 % +Retail +(office +use) + 33 % +Belgian and +international +public sector + 10 % +Chemistry, +Energy & +Pharmal + 15 % +Consultants +& law firms +Occupancy rate by geographical area +(as at 31.12.2023 - in %) +Brussels +Periphery +Brussels +Decentralised +Brussels’ +CBD +Other +100 +90 +80 +70 +60 +50 +40 +30 +20 +10 +0 +Average : 93.9Average : 93.9 +79.179.1 +98.098.097.097.0 +89.689.6 +74 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_77.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_77.txt new file mode 100644 index 0000000000000000000000000000000000000000..05c08ca7d5082c02d13e062fbcb66999598017d4 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_77.txt @@ -0,0 +1,98 @@ +Strategy implementation +Contribution of the office portfolio into a +subsidiary +On 29.10.2021, Cofinimmo contributed its office branch to a +wholly-owned subsidiary called Cofinimmo Offices SA/NV which +obtained the status of institutional regulated real estate com - +pany (SIRI). As at 31.12.2023, the subsidiary had a total balance +sheet of 1.2 billion EUR (2022 : 1.4 billion EUR), with an equity of +0.8 billion EUR (2022 : 0.9 billion EUR) and a debt-to-assets ratio +of approximately 31 % (2022 : 37 %). +Proximity to clients +Cofinimmo endeavours to build close and sustainable relation - +ships with its tenants (see chapter ‘Stakeholder dialogue as driver +for transition’) to ensure client satisfaction and loyalty. Building +management is handled entirely in-house. Given the size of its +office portfolio, the group is able to implement a comprehensive +human and technical management platform and to bear the +associated costs. +The technical teams consist of industrial and civil engineers, +architects and interior designers who supervise upgrading, +maintenance and renovation work. The service desk is availa - +ble 24/7 and is responsible for coordinating requests for service +and repairs. +The sales teams are in regular contact with clients in order to +respond flexibly to their needs. The administrative and accounting +teams invoice rents and provide a breakdown of charges and +taxes. The legal department draws up the leases and follows +up on any disputes. +Proactive rental management +The rental vacancy risk Cofinimmo faces each year involves +an average of 10 % to 15 % of its office portfolio. A commercial +strategy based on a close relationship with clients contributes +to a continued high occupancy level and positive operating +margin growth. +The commercial strategy is implemented by the incorporation +of innovative solutions intended to best meet tenant needs for +workspace flexibility, mobility, and diversity. The development +of Flex Corner® and The Lounge® concepts are examples of this. +Flex Corner® by Cofinimmo +This concept enables clients looking for smaller office spaces +to lease a private space in an office building equipped with +shared infrastructure (e.g. kitchenette, lounge, meeting rooms). +Leases are offered on a monthly basis and include rent, taxes, and +charges for both the private space and shared areas. Contracts +are established for a period of time corresponding to the cli - +ent’s needs, with a minimum lease of one year. A ‘customise +your lease’ option is also available, making it possible for tenants +to establish their own lease period based on contractual terms +suited to their needs. +This concept was initiated in 2016 and is now available in three +buildings with vacant space. At the end of 2023, the occupancy +rate of the Flex Corner® sites stood at approximately 88 %. +X ESG +In the day-to-day management of its office portfolio, +Cofinimmo pursues one of its primary objectives, which is to +adopt a sustainable and environmental approach. +During an acquisition in particular, Cofinimmo’s influence +can be decisive. It assesses the need for the redevelopment +of a project so as to keep the building up to standard over +the long term. During the selection of projects, it considers +the location and in particular the accessibility of the site using +sustainable transport. +Of course, Cofinimmo adopts a life cycle approach for the +technical management of buildings. When an office build- +ing reaches the end of its life, the construction is recycled. +In central locations in Brussels, where demand for offices is +high, the building is thoroughly renovated. For less central +sites, a study is carried out on the possible reconversion of +the building. Thus, Cofinimmo endeavours to best respond to +the changing needs of office users in terms of the flexibility, +mobility and diversity of living spaces at work. +Furthermore, Cofinimmo pays specific attention to transform- +ing the urban landscape in a responsible manner by focusing +on the diversity of districts and their aesthetics. Cofinimmo +also favours the use of modern techniques and sustaina - +ble materials to reduce the carbon footprint of the buildings +developed, while also endeavouring to limit and reuse waste +from project sites. +The day-to-day management of office buildings is also a real +source of leverage in the sustainable development strategy. +Property management has been an in-house activity since +1999, and its influence is significant. Making tenants aware +of their energy consumption and the signing of agreements +with green energy suppliers is intended to reduce the carbon +footprint of buildings. Environmental data management soft- +ware processes the consumption figures (water, gas, elec- +tricity) and waste production for all the common spaces of +office buildings under operational control, as well as the private +consumption voluntarily provided by the different tenants. +Using this tool helps identify possible sources of savings and +measure the impact of the investments made. Through the +installation of remotely readable meters, the whole office +portfolio is connected to the energy accounting software in +real time. +Through these areas of focus, Cofinimmo wishes to fully carry +out its societal and environmental responsibility. +SECTION 4  I  MANAGEMENT REPORT  I  OFFICES  I +75 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_88.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_88.txt new file mode 100644 index 0000000000000000000000000000000000000000..e6ed4a7a9e0c8238b6e9e462e07aeb7e5c8cbb5e --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_88.txt @@ -0,0 +1,57 @@ +Rental yield +Rental yield is defined as the rental income for rented spaces +and the estimated rental value of unoccupied space, divided +by the investment value of the buildings (excluding assets held +for sale) as established by independent real estate valuers. This +rental yield is defined as the capitalisation rate of rental income +applied to the real estate portfolio. +The difference between gross rental yields and net rental yields +reflects direct costs : technical costs (maintenance, repairs, etc.), +commercial costs (agent commissions, marketing expenses, etc.) +and charges and taxes on unoccupied space. The majority of +healthcare real estate leases in Belgium, United Kingdom and +Ireland are triple net, while in France, Germany, the Netherlands, +Spain, Italy and Finland, the majority is double net (Dach und Fach +- see Glossary). The triple net lease implies that maintenance +and insurance expenses, as well as taxes, are at the tenant’s +expense, contrary to the double net lease. Therefore, gross and +net rental yields are almost identical in this segment. +Gross rental yield of the Cofinimmo portfolio and +annual average of the 10-year Belgian government +bonds rate (as at 31.12.2023 - in %) + Cofinimmo - Offices + Cofinimmo - Overall portfolio +2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 + Average 10-year Belgian government bonds + Cofinimmo - Healthcare real estate +Gross/net yields per real estate segment +(as at 31.12.2023 - in %) +Healthcare real +estate +Property of +distribution +networks +Offices Total +10 % +8 % +6 % +4 % +2 % +0 % +Gross Net Gross Net Gross Net Gross Net +9 % +8 % +7 % +6 % +5 % +4 % +3 % +2 % +1 % +0 % +-1 % +6.9 +6.4 6.4 +5.6 5.8 5.55.6 5.4 +86 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_89.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_89.txt new file mode 100644 index 0000000000000000000000000000000000000000..b126f57718dca0899a10df9185aba666a17a963e --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_89.txt @@ -0,0 +1,38 @@ +Financial resources +management +Cofinimmo reinforced its financial resources and its balance +sheet structure during the last two financial years (cumulative +capital increases of 565 million EUR in 2021 and 114 million EUR in +2022) and has continued to do so in 2023 (cumulative capital +increases of 247 million EUR and new financings for a total of +230 million EUR). The financing operations during this period +enabled the group to improve the maturity timetable of its finan - +cial debts, to increase the amount of available financing, and +to maintain an average cost of debt* at particularly low levels. +At the end of 2023, Cofinimmo’s debt consisted mainly (around +70 %) of long-term financing taken out in recent years. +The group’s debt and committed credit lines are not subject +to any early repayment clauses or changes in margin related +to its financial rating. They are generally subject to conditions +related to : +• compliance with RREC legislation ; +• compliance with debt-to-assets ratio levels and hedging of +financial charges through the cash flow ; +• fair value of the real estate portfolio. +The ratios were met at 31.12.2023 and throughout 2023. In addition, +no payment defaults on the loan contracts, nor violations of the +terms and conditions of these same contracts are expected +in the coming 12 months. Failure to meet any of these ratios or +certain obligations under the loan agreements would, after a +period of notice, result in a default on the loan agreement and +the repayment of amounts received under the loan agreement. + X Detail of the innovative timber structure of the office building +Montoyer 10 - Brussels’ CBD (BE) +Cofinimmo’s financial strategy is characterised by the diversification +of its financing sources, regular access to the capital markets, +a debt-to-assets ratio close to 45 % and the optimisation of the +maturity and cost of its financing. Cofinimmo also pays particular +attention to the coherence between its financial strategy and its +ESG objectives (see chapter ‘Strategy’ of this document). +87 +SECTION 4  I  MANAGEMENT REPORT  I  FINANCIAL RESOURCES MANAGEMENT  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_98.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_98.txt new file mode 100644 index 0000000000000000000000000000000000000000..4fb6293f7f58360f849c758cce529190e425d5d9 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_98.txt @@ -0,0 +1,36 @@ +Issuer Nominal amount +(x 1,000,000 EUR) +Issue date Maturity date +Cofinimmo SA/NV 40 13.03.2019 31.01.2027 +Energy intensity GHG intensity Water intensity Certification Average age +99 kWh/m²/year 15.7 kg CO2 e/m² 240 l/m² BREEAM Excellent 5 years +2019 Green Loan Portfolio +X 40 million EUR +Belliard 40 - Brussels CBD (BE) +Cofinimmo acquired this office building in 2001, located along one of the busiest +traffic arteries in Brussels. The company redeveloped it in 2016 into a passive building +of around 20,000 m², illustrating its ‘life cycle’ approach. Thanks to the materials used +and the technical equipment installed, this premium environmental building received +a BREEAM New Construction Excellent certification. +Since its design, it has been recognised as an ‘exemplary building’ by the Brussels-Cap - +ital Region. This emblematic building has brought about an architectural renewal +thanks to its singular structure composed of one block on top of two others, but also +thanks to the presence of a transparent five-storey atrium, allowing passers-by to +see, from the esplanade running alongside the building, an interior garden located +at the rear of the building. +Climate change mitigation : +Energy intensity 30 % below the +average energy intensity of the +portfolio in kWh/m²/year. +GHG intensity 43 % below the average +GHG intensity of the portfolio in +kg CO2 e/m². +Category +green 100 % +100 % +Refinancing of part of all the costs +of one building +100 % +Offices +96 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_99.txt b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_99.txt new file mode 100644 index 0000000000000000000000000000000000000000..1229a65971fa9beb40c8c1e4ded5f15587ff5c74 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/Text_TextNeedles/Cofinimmo_150Pages_TextNeedles_page_99.txt @@ -0,0 +1,104 @@ +Issuer Nominal amount +(x 1,000,000 EUR) +Issue price Coupon Issue date Maturity date +Cofinimmo SA/NV 500 99.222 % 0.875 % 02.12.2020 02.12.2030 +Energy intensity GHG intensity Water intensity Certification Average age +113 kWh/m²/year 24.3 kg CO2 e/m² 640 l/m² A/B/BREEAM Excellent 9 years +Issuer Nominal amount +(x 1,000,000 EUR) +Issue price Coupon Issue date Maturity date +Cofinimmo SA/NV 500 99.826 % 1 % 24.01.2022 24.01.2028 +Energy intensity GHG intensity Water intensity Certification Average age +139 kWh/m²/year 31.6 kg CO2 e/m² 900 l/m² A/B/BREEAM Very Good 12 years +X 500 million EUR +X 500 million EUR +2020 Sustainable Bonds Portfolio +Kaupinkatu 2 - Raisio (FI) +Cofinimmo acquired this nursing and +care home in 2022. The building, whose +provisional acceptance took place in the +3rd quarter of 2023, has 56 intensive care +rooms for elderly as well as 42 apart - +ments dedicated to residents with light +to moderate care needs. It will consist +of two separate five-storey wings. The +whole building has a total surface area +of approximately 5,000 m² and offers 98 +rooms. +The site is located in a residential area +adjacent to the local school and sports +facilities and benefits from a bus stop just +in front of the building. The combination +of wood and aluminium triple-glazing +windows equipped with blinds, thermal +Puthof - Borgloon (BE) +Cofinimmo acquired this nursing and +care home in June 2020. Built in 2018, the +facility welcomes residents in a modern +and green environment. It offers 111 beds, +including 15 day-care beds, as well as 56 +assisted-living apartments over a total +surface area of approximately 15,000 m². +The building has a good energy perfor - +mance. It is equipped with a combined +heat and power system and numerous +photovoltaic panels. Charging points for +electric vehicles are also available. The +building is surrounded by a path that +crosses the eco-garden, which is tended +by sheep from spring onwards. +2022 Sustainable Bonds Portfolio +Improvement of healthcare services : +2,148 out of 30,500 beds in the +categories nursing and care homes +(1,554 beds), psychiatric and acute +care clinics (419 beds), special care +facilities and those with assisted- +living units (175 beds) in 6 countries +(Belgium, Finland, France, Germany, +Spain and the Netherlands). +Climate change mitigation : +Energy intensity 20 % below the +average energy intensity of the +portfolio in kWh/m²/year. +GHG intensity 12 % below the average +GHG intensity of the portfolio in +kg CO2 e/m². +Improvement of healthcare services : +3,277 out of 30,500 beds in the +categories nursing and care homes +(2,975 beds), psychiatric and acute +care clinics (213 beds), special care +facilities and those with assisted-living +units (89 beds) in the nine countries +where the group operates. +Climate change mitigation : +Energy intensity 2 % below the average +energy intensity of the portfolio in +kWh/m²/year. +Category +green 100 % +social 74 % +Category +green 71 % +social 100 % +100 % +Refinancing of part of all the costs +of 45 buildings +74 % +Healthcare real estate +26 % +Offices +100 % +Refinancing of part of all the costs +of 29 buildings +100 % +Healthcare real estate +insulation of the external walls and district +heating help reduce the energy intensity +of the building, which has a B-level energy +performance. +The building was also granted a BREEAM +In-Use Very Good certification. +97 +SECTION 4  I  MANAGEMENT REPORT  I  FINANCIAL RESOURCES MANAGEMENT  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_150Pages/needles.csv b/Cofinimmo/Cofinimmo_150Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..6719b23bf40c5cadc85b23a723f9ad1717cff8c6 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/needles.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart". +The secret flower is a "daisy". +The secret fruit is a "lemon". +The secret animal #3 is a "spider". +The secret object #2 is a "bottle". +The secret instrument is a "violin". +The secret food is "chocolate". +The secret kitchen appliance is a "microwave". +The secret sport is "surfing". +The secret tool is a "ruler". +The secret animal #1 is a "giraffe". +The secret animal #2 is a "penguin". +The secret office supply is a "calculator". +The secret vegetable is "cauliflower". +The secret animal #4 is a "cow". +The secret drink is a "smoothie". +The secret object #3 is a "bowl". +The secret object #4 is a "pillow". +The secret animal #5 is a "squirrel". +The secret currency is a "ruble". +The secret object #5 is a "vase". +The secret landmark is "Big Ben". +The secret clothing is a "sock". +The secret transportation is a "bike". +The secret object #1 is a "clock". diff --git a/Cofinimmo/Cofinimmo_150Pages/needles_info.csv b/Cofinimmo/Cofinimmo_150Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..a97356f6e3035c82fb16c08123be59429186c9d9 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart".,3,10,blue,white,0.379,0.279,times-roman,79 +The secret flower is a "daisy".,10,11,white,black,0.316,0.962,helvetica-boldoblique,119 +The secret fruit is a "lemon".,15,11,brown,white,0.74,0.509,courier,110 +The secret animal #3 is a "spider".,24,10,yellow,black,0.59,0.084,times-italic,122 +The secret object #2 is a "bottle".,26,9,green,white,0.36,0.275,times-bold,82 +The secret instrument is a "violin".,35,10,orange,black,0.604,0.05,courier-oblique,86 +The secret food is "chocolate".,41,12,black,white,0.324,0.491,helvetica-bold,97 +The secret kitchen appliance is a "microwave".,48,12,gray,white,0.476,0.603,times-bolditalic,140 +The secret sport is "surfing".,52,11,red,white,0.165,0.043,courier-bold,77 +The secret tool is a "ruler".,59,11,purple,white,0.551,0.638,helvetica,90 +The secret animal #1 is a "giraffe".,61,11,gray,white,0.724,0.804,helvetica-bold,76 +The secret animal #2 is a "penguin".,71,13,purple,white,0.752,0.155,times-roman,104 +The secret office supply is a "calculator".,74,13,white,black,0.243,0.515,times-italic,86 +The secret vegetable is "cauliflower".,79,11,blue,white,0.815,0.554,times-bolditalic,103 +The secret animal #4 is a "cow".,87,11,green,white,0.19,0.652,times-bold,104 +The secret drink is a "smoothie".,92,10,red,white,0.582,0.349,courier-bold,105 +The secret object #3 is a "bowl".,101,11,brown,white,0.569,0.837,courier,141 +The secret object #4 is a "pillow".,105,9,yellow,black,0.936,0.262,courier-oblique,86 +The secret animal #5 is a "squirrel".,109,12,orange,black,0.342,0.9,helvetica-boldoblique,100 +The secret currency is a "ruble".,116,11,black,white,0.177,0.432,helvetica,112 +The secret object #5 is a "vase".,121,11,red,white,0.535,0.941,times-italic,71 +The secret landmark is "Big Ben".,129,10,yellow,black,0.672,0.025,times-bolditalic,59 +The secret clothing is a "sock".,134,11,purple,white,0.357,0.577,courier-oblique,114 +The secret transportation is a "bike".,144,11,brown,white,0.791,0.893,courier,89 +The secret object #1 is a "clock".,146,11,blue,white,0.268,0.536,times-roman,87 diff --git a/Cofinimmo/Cofinimmo_150Pages/prompt_questions.txt b/Cofinimmo/Cofinimmo_150Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..61945467a5c3f0090ac5e040981645fbf874c917 --- /dev/null +++ b/Cofinimmo/Cofinimmo_150Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret shape in the document? +What is the secret flower in the document? +What is the secret fruit in the document? +What is the secret animal #3 in the document? +What is the secret object #2 in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret sport in the document? +What is the secret tool in the document? +What is the secret animal #1 in the document? +What is the secret animal #2 in the document? +What is the secret office supply in the document? +What is the secret vegetable in the document? +What is the secret animal #4 in the document? +What is the secret drink in the document? +What is the secret object #3 in the document? +What is the secret object #4 in the document? +What is the secret animal #5 in the document? +What is the secret currency in the document? +What is the secret object #5 in the document? +What is the secret landmark in the document? +What is the secret clothing in the document? +What is the secret transportation in the document? +What is the secret object #1 in the document? diff --git a/Cofinimmo/Cofinimmo_200Pages/needles.csv b/Cofinimmo/Cofinimmo_200Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..6719b23bf40c5cadc85b23a723f9ad1717cff8c6 --- /dev/null +++ b/Cofinimmo/Cofinimmo_200Pages/needles.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart". +The secret flower is a "daisy". +The secret fruit is a "lemon". +The secret animal #3 is a "spider". +The secret object #2 is a "bottle". +The secret instrument is a "violin". +The secret food is "chocolate". +The secret kitchen appliance is a "microwave". +The secret sport is "surfing". +The secret tool is a "ruler". +The secret animal #1 is a "giraffe". +The secret animal #2 is a "penguin". +The secret office supply is a "calculator". +The secret vegetable is "cauliflower". +The secret animal #4 is a "cow". +The secret drink is a "smoothie". +The secret object #3 is a "bowl". +The secret object #4 is a "pillow". +The secret animal #5 is a "squirrel". +The secret currency is a "ruble". +The secret object #5 is a "vase". +The secret landmark is "Big Ben". +The secret clothing is a "sock". +The secret transportation is a "bike". +The secret object #1 is a "clock". diff --git a/Cofinimmo/Cofinimmo_200Pages/needles_info.csv b/Cofinimmo/Cofinimmo_200Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..6c562b86751f4a4d7f1154d17265b77089d7e903 --- /dev/null +++ b/Cofinimmo/Cofinimmo_200Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart".,5,12,green,white,0.58,0.869,helvetica-boldoblique,92 +The secret flower is a "daisy".,13,9,brown,white,0.957,0.894,courier,61 +The secret fruit is a "lemon".,22,8,yellow,black,0.733,0.419,helvetica-bold,136 +The secret animal #3 is a "spider".,25,9,red,white,0.809,0.19,times-italic,96 +The secret object #2 is a "bottle".,39,12,white,black,0.938,0.969,times-bold,119 +The secret instrument is a "violin".,41,13,orange,black,0.132,0.353,courier-oblique,81 +The secret food is "chocolate".,51,12,gray,white,0.952,0.905,times-roman,125 +The secret kitchen appliance is a "microwave".,62,12,purple,white,0.587,0.317,times-bolditalic,83 +The secret sport is "surfing".,72,12,black,white,0.143,0.314,helvetica,86 +The secret tool is a "ruler".,77,9,blue,white,0.047,0.084,courier-bold,102 +The secret animal #1 is a "giraffe".,84,12,green,white,0.512,0.812,helvetica,111 +The secret animal #2 is a "penguin".,95,10,gray,white,0.086,0.012,times-bold,129 +The secret office supply is a "calculator".,102,11,white,black,0.787,0.163,courier-bold,100 +The secret vegetable is "cauliflower".,109,10,orange,black,0.443,0.436,courier,60 +The secret animal #4 is a "cow".,116,8,brown,white,0.167,0.339,helvetica-bold,89 +The secret drink is a "smoothie".,126,9,yellow,black,0.826,0.091,helvetica-boldoblique,102 +The secret object #3 is a "bowl".,130,10,red,white,0.316,0.601,courier-oblique,119 +The secret object #4 is a "pillow".,144,10,purple,white,0.085,0.867,times-italic,62 +The secret animal #5 is a "squirrel".,152,12,black,white,0.935,0.711,times-roman,107 +The secret currency is a "ruble".,159,10,blue,white,0.303,0.248,times-bolditalic,64 +The secret object #5 is a "vase".,166,10,black,white,0.157,0.653,helvetica-boldoblique,75 +The secret landmark is "Big Ben".,171,11,brown,white,0.609,0.384,courier-bold,103 +The secret clothing is a "sock".,182,12,red,white,0.951,0.54,times-roman,63 +The secret transportation is a "bike".,190,9,blue,white,0.917,0.877,helvetica-bold,103 +The secret object #1 is a "clock".,197,11,gray,white,0.671,0.246,courier,76 diff --git a/Cofinimmo/Cofinimmo_200Pages/prompt_questions.txt b/Cofinimmo/Cofinimmo_200Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..61945467a5c3f0090ac5e040981645fbf874c917 --- /dev/null +++ b/Cofinimmo/Cofinimmo_200Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret shape in the document? +What is the secret flower in the document? +What is the secret fruit in the document? +What is the secret animal #3 in the document? +What is the secret object #2 in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret sport in the document? +What is the secret tool in the document? +What is the secret animal #1 in the document? +What is the secret animal #2 in the document? +What is the secret office supply in the document? +What is the secret vegetable in the document? +What is the secret animal #4 in the document? +What is the secret drink in the document? +What is the secret object #3 in the document? +What is the secret object #4 in the document? +What is the secret animal #5 in the document? +What is the secret currency in the document? +What is the secret object #5 in the document? +What is the secret landmark in the document? +What is the secret clothing in the document? +What is the secret transportation in the document? +What is the secret object #1 in the document? diff --git a/Cofinimmo/Cofinimmo_25Pages/needles.csv b/Cofinimmo/Cofinimmo_25Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..6719b23bf40c5cadc85b23a723f9ad1717cff8c6 --- /dev/null +++ b/Cofinimmo/Cofinimmo_25Pages/needles.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart". +The secret flower is a "daisy". +The secret fruit is a "lemon". +The secret animal #3 is a "spider". +The secret object #2 is a "bottle". +The secret instrument is a "violin". +The secret food is "chocolate". +The secret kitchen appliance is a "microwave". +The secret sport is "surfing". +The secret tool is a "ruler". +The secret animal #1 is a "giraffe". +The secret animal #2 is a "penguin". +The secret office supply is a "calculator". +The secret vegetable is "cauliflower". +The secret animal #4 is a "cow". +The secret drink is a "smoothie". +The secret object #3 is a "bowl". +The secret object #4 is a "pillow". +The secret animal #5 is a "squirrel". +The secret currency is a "ruble". +The secret object #5 is a "vase". +The secret landmark is "Big Ben". +The secret clothing is a "sock". +The secret transportation is a "bike". +The secret object #1 is a "clock". diff --git a/Cofinimmo/Cofinimmo_25Pages/needles_info.csv b/Cofinimmo/Cofinimmo_25Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..8d91877a80d5f2d37361f3b7182709c4172f192a --- /dev/null +++ b/Cofinimmo/Cofinimmo_25Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart".,1,14,purple,white,0.76,0.334,times-italic,116 +The secret flower is a "daisy".,2,9,black,white,0.146,0.454,times-bolditalic,98 +The secret fruit is a "lemon".,3,12,blue,white,0.461,0.762,helvetica-bold,115 +The secret animal #3 is a "spider".,4,9,yellow,black,0.257,0.651,times-bold,99 +The secret object #2 is a "bottle".,5,12,green,white,0.974,0.255,helvetica,101 +The secret instrument is a "violin".,6,11,gray,white,0.362,0.161,times-roman,138 +The secret food is "chocolate".,7,11,white,black,0.519,0.886,courier-oblique,96 +The secret kitchen appliance is a "microwave".,8,11,orange,black,0.33,0.146,courier-bold,133 +The secret sport is "surfing".,9,13,red,white,0.583,0.692,courier,78 +The secret tool is a "ruler".,10,12,brown,white,0.161,0.513,helvetica-boldoblique,83 +The secret animal #1 is a "giraffe".,11,7,blue,white,0.32,0.45,courier-bold,63 +The secret animal #2 is a "penguin".,12,13,gray,white,0.388,0.701,times-bolditalic,134 +The secret office supply is a "calculator".,13,13,purple,white,0.952,0.892,times-italic,126 +The secret vegetable is "cauliflower".,14,11,green,white,0.251,0.106,courier-oblique,93 +The secret animal #4 is a "cow".,15,10,yellow,black,0.12,0.048,courier,93 +The secret drink is a "smoothie".,16,10,black,white,0.896,0.3,helvetica,70 +The secret object #3 is a "bowl".,17,11,red,white,0.099,0.971,times-bold,124 +The secret object #4 is a "pillow".,18,13,white,black,0.721,0.809,times-roman,132 +The secret animal #5 is a "squirrel".,19,7,orange,black,0.244,0.686,helvetica-bold,110 +The secret currency is a "ruble".,20,10,brown,white,0.182,0.711,helvetica-boldoblique,61 +The secret object #5 is a "vase".,21,10,green,white,0.577,0.77,courier-bold,108 +The secret landmark is "Big Ben".,22,9,brown,white,0.198,0.106,helvetica-boldoblique,118 +The secret clothing is a "sock".,23,11,black,white,0.618,0.181,courier-oblique,87 +The secret transportation is a "bike".,24,11,orange,black,0.929,0.665,courier,113 +The secret object #1 is a "clock".,25,10,yellow,black,0.284,0.154,times-bold,98 diff --git a/Cofinimmo/Cofinimmo_25Pages/prompt_questions.txt b/Cofinimmo/Cofinimmo_25Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..61945467a5c3f0090ac5e040981645fbf874c917 --- /dev/null +++ b/Cofinimmo/Cofinimmo_25Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret shape in the document? +What is the secret flower in the document? +What is the secret fruit in the document? +What is the secret animal #3 in the document? +What is the secret object #2 in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret sport in the document? +What is the secret tool in the document? +What is the secret animal #1 in the document? +What is the secret animal #2 in the document? +What is the secret office supply in the document? +What is the secret vegetable in the document? +What is the secret animal #4 in the document? +What is the secret drink in the document? +What is the secret object #3 in the document? +What is the secret object #4 in the document? +What is the secret animal #5 in the document? +What is the secret currency in the document? +What is the secret object #5 in the document? +What is the secret landmark in the document? +What is the secret clothing in the document? +What is the secret transportation in the document? +What is the secret object #1 in the document? diff --git a/Cofinimmo/Cofinimmo_50Pages/needles.csv b/Cofinimmo/Cofinimmo_50Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..6719b23bf40c5cadc85b23a723f9ad1717cff8c6 --- /dev/null +++ b/Cofinimmo/Cofinimmo_50Pages/needles.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart". +The secret flower is a "daisy". +The secret fruit is a "lemon". +The secret animal #3 is a "spider". +The secret object #2 is a "bottle". +The secret instrument is a "violin". +The secret food is "chocolate". +The secret kitchen appliance is a "microwave". +The secret sport is "surfing". +The secret tool is a "ruler". +The secret animal #1 is a "giraffe". +The secret animal #2 is a "penguin". +The secret office supply is a "calculator". +The secret vegetable is "cauliflower". +The secret animal #4 is a "cow". +The secret drink is a "smoothie". +The secret object #3 is a "bowl". +The secret object #4 is a "pillow". +The secret animal #5 is a "squirrel". +The secret currency is a "ruble". +The secret object #5 is a "vase". +The secret landmark is "Big Ben". +The secret clothing is a "sock". +The secret transportation is a "bike". +The secret object #1 is a "clock". diff --git a/Cofinimmo/Cofinimmo_50Pages/needles_info.csv b/Cofinimmo/Cofinimmo_50Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..5bfa14bf86e9a70f4b0efa07ea277de43d36c13d --- /dev/null +++ b/Cofinimmo/Cofinimmo_50Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart".,1,7,green,white,0.967,0.427,times-bold,140 +The secret flower is a "daisy".,3,13,white,black,0.917,0.528,courier-bold,128 +The secret fruit is a "lemon".,5,13,yellow,black,0.018,0.467,helvetica-bold,120 +The secret animal #3 is a "spider".,7,12,blue,white,0.018,0.139,times-bolditalic,75 +The secret object #2 is a "bottle".,9,11,red,white,0.124,0.41,times-roman,100 +The secret instrument is a "violin".,11,11,orange,black,0.554,0.897,courier,128 +The secret food is "chocolate".,13,12,black,white,0.006,0.258,times-italic,63 +The secret kitchen appliance is a "microwave".,15,8,brown,white,0.244,0.929,courier-oblique,84 +The secret sport is "surfing".,18,10,purple,white,0.447,0.445,helvetica,96 +The secret tool is a "ruler".,19,9,gray,white,0.946,0.596,helvetica-boldoblique,132 +The secret animal #1 is a "giraffe".,22,12,brown,white,0.413,0.974,courier-bold,98 +The secret animal #2 is a "penguin".,24,13,gray,white,0.933,0.413,times-roman,104 +The secret office supply is a "calculator".,26,13,purple,white,0.869,0.375,times-bolditalic,120 +The secret vegetable is "cauliflower".,28,11,orange,black,0.246,0.014,helvetica,116 +The secret animal #4 is a "cow".,30,11,black,white,0.66,0.477,courier-oblique,75 +The secret drink is a "smoothie".,31,11,blue,white,0.33,0.298,times-italic,80 +The secret object #3 is a "bowl".,34,10,yellow,black,0.396,0.046,courier,105 +The secret object #4 is a "pillow".,36,11,green,white,0.673,0.975,times-bold,98 +The secret animal #5 is a "squirrel".,38,13,red,white,0.346,0.645,helvetica-bold,122 +The secret currency is a "ruble".,40,11,white,black,0.187,0.896,helvetica-boldoblique,133 +The secret object #5 is a "vase".,42,11,orange,black,0.332,0.953,times-roman,113 +The secret landmark is "Big Ben".,44,9,yellow,black,0.226,0.192,courier-oblique,111 +The secret clothing is a "sock".,45,10,black,white,0.71,0.889,times-italic,112 +The secret transportation is a "bike".,47,10,white,black,0.112,0.72,helvetica,94 +The secret object #1 is a "clock".,50,8,blue,white,0.33,0.541,times-bolditalic,53 diff --git a/Cofinimmo/Cofinimmo_50Pages/prompt_questions.txt b/Cofinimmo/Cofinimmo_50Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..61945467a5c3f0090ac5e040981645fbf874c917 --- /dev/null +++ b/Cofinimmo/Cofinimmo_50Pages/prompt_questions.txt @@ -0,0 +1,25 @@ +What is the secret shape in the document? +What is the secret flower in the document? +What is the secret fruit in the document? +What is the secret animal #3 in the document? +What is the secret object #2 in the document? +What is the secret instrument in the document? +What is the secret food in the document? +What is the secret kitchen appliance in the document? +What is the secret sport in the document? +What is the secret tool in the document? +What is the secret animal #1 in the document? +What is the secret animal #2 in the document? +What is the secret office supply in the document? +What is the secret vegetable in the document? +What is the secret animal #4 in the document? +What is the secret drink in the document? +What is the secret object #3 in the document? +What is the secret object #4 in the document? +What is the secret animal #5 in the document? +What is the secret currency in the document? +What is the secret object #5 in the document? +What is the secret landmark in the document? +What is the secret clothing in the document? +What is the secret transportation in the document? +What is the secret object #1 in the document? diff --git a/Cofinimmo/Cofinimmo_5Pages/needles.csv b/Cofinimmo/Cofinimmo_5Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..223257385566623d07620f12502aab224d2f2e5a --- /dev/null +++ b/Cofinimmo/Cofinimmo_5Pages/needles.csv @@ -0,0 +1,5 @@ +The secret shape is a "heart". +The secret flower is a "daisy". +The secret fruit is a "lemon". +The secret instrument is a "violin". +The secret food is "chocolate". diff --git a/Cofinimmo/Cofinimmo_5Pages/needles_info.csv b/Cofinimmo/Cofinimmo_5Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..98f2b89c773fdf40f05a8bbc2335a3525c2af700 --- /dev/null +++ b/Cofinimmo/Cofinimmo_5Pages/needles_info.csv @@ -0,0 +1,5 @@ +The secret shape is a "heart".,1,13,black,white,0.004,0.04,courier-bold,64 +The secret flower is a "daisy".,2,10,orange,black,0.366,0.775,helvetica,108 +The secret fruit is a "lemon".,3,9,purple,white,0.489,0.449,courier,101 +The secret instrument is a "violin".,4,10,brown,white,0.269,0.411,times-bold,112 +The secret food is "chocolate".,5,10,green,white,0.796,0.804,helvetica-boldoblique,134 diff --git a/Cofinimmo/Cofinimmo_5Pages/prompt_questions.txt b/Cofinimmo/Cofinimmo_5Pages/prompt_questions.txt new file mode 100644 index 0000000000000000000000000000000000000000..845b867988e09f5dbc4194e9e032629de501837b --- /dev/null +++ b/Cofinimmo/Cofinimmo_5Pages/prompt_questions.txt @@ -0,0 +1,5 @@ +What is the secret shape in the document? +What is the secret flower in the document? +What is the secret fruit in the document? +What is the secret instrument in the document? +What is the secret food in the document? diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_1.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_1.txt new file mode 100644 index 0000000000000000000000000000000000000000..1f8bf8bfb8e55b4509ee825c58b2105be8ff3bef --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_1.txt @@ -0,0 +1,39 @@ +History +1983 +Company established end December +(capital : 6 million EUR) +1994 +Listed on the Brussels stock exchange, +now called Euronext Brussels +2005 +• First healthcare real estate investments +in Belgium +• First public-private partnership : the +Antwerp Courthouse +2011 +• Launched partnership +with MAAF for a portfolio of +283 insurance agencies +in France (Cofinimur I) +• Issued first convertible bonds +2007 +Launched partnership with AB InBev +Group for a portfolio of 1,068 pubs +and restaurants located in Belgium +and the Netherlands (Pubstone) +2012 +• First healthcare real +estate investments in the +Netherlands +• Adopted FBI status (Dutch REIT +regime) in the Netherlands +2008 +• First healthcare real estate +investments in France +• Adopted SIIC status (French REIT +regime) +• First ISO 14001 certification +1996 +Adopted Belgian SICAFI +status +The secret shape is a "heart". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_10.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_10.txt new file mode 100644 index 0000000000000000000000000000000000000000..ce59c7ebf18c2a8c0fa134aa0e73bdef41d9dc68 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_10.txt @@ -0,0 +1,116 @@ +real estate companies (Belgian law of 12.05.2014 and royal decree +of 12.07.2014). +The most relevant elements for risk factors are the debt-to-assets +ratio (limited to 65 % by regulations and 60 % by credit agree - +ments) and the assessment of concentration (see F.1.3.1 above). +Potential effects : +1. Penalties imposed by the regulator in the event of non-compli - +ance with legal obligations or the corresponding parameters +or ratios. +2. Loss of confidence from the group’s credit providers, or even +the arising of early repayment obligations for some or all loans. +Almost all of the debt instruments (representing 3.7 billion EUR +as at 31.12.2023) are indeed subject to acceleration or cross-de - +fault clauses. +F.2.3 Change in the group’s public financial rating +Cofinimmo group has a public financial rating determined by +an independent rating agency. This rating may be adjusted +at any time. Standard & Poor’s gave Cofinimmo a BBB rating +between May 2012 and May 2013. The rating was then reduced +to BBB- between May 2013 and May 2015. Since 2015, Cofinimmo +benefits from a BBB rating for its long-term debt (stable out - +look) and A-2 for its short-term debt (confirmed on 21.03.2023, +commented in the S&P bulletin on 03.05.2023 and updated on +09.10.2023). +Potential effects : +1. A rating downgrade would have a direct effect on the group’s +financing cost, and therefore on net result - group share, and +on net assets per share*. +2. A rating downgrade could also have an indirect effect on credit +providers’ willingness to lend to Cofinimmo, on its financing +cost, or on its ability to finance its growth and activities. +F.2.4 Risks arising in the event of a change of control +Most of the loan agreements (syndicated loan, bilateral loans, +bonds, etc.) concluded by Cofinimmo group include a so-called +‘change of control’ clause. This ensures that in the event of a +change of control of Cofinimmo SA/NV (or more precisely in +the event of the acquisition of control of Cofinimmo SA/NV, of +which only one shareholder currently exceeds the 5 % transpar - +ency notification threshold), lenders have the option to cancel +the loans granted and require early repayment. As Cofinimmo’s +shareholder base is widely dispersed, a change of control is a +real possibility. Belgium, and the REITs in particular, have seen +two recent examples : the acquisition of control of 100 % of the +shares and delisting of Befimmo on 06.01.2023 and the condi - +tional voluntary public tender offer on all outstanding shares of +Intervest Offices & Warehouses since 17.10.2023. +Potential effects : +1. Early repayment of loans, to be financed by significant asset +disposals, shareholder’s equity contributions in cash, or new +financing. +F.3 Legal and regulatory risks +F.3.1 RREC, FIIS, SIIC and SOCIMI regimes +Cofinimmo and some of its subsidiaries have the particular tax +status in Belgium and in France of regulated real estate company +(‘RREC’, qualified as public in the case of Cofinimmo SA/NV, and +institutional in the case of certain subsidiaries), specialised real +estate investment funds (‘FIIS’), of listed real estate investment +company (‘SIIC’), and of sociedades cotizadas de inversion en +el mercado inmobiliario (‘SOCIMI’). These statuses are reflected +in tax transparency for their activities in Belgium, France and +Spain. They are granted subject to the fulfilment of a series of +conditions determined by the Belgian Law of 12.05.2014 (‘RREC law’) +and the royal decree of 12.07.2014 (‘RREC royal decree’), together +comprising the ‘RREC legislation’, the royal decree of 09.11.2016 +on specialised real estate investment funds and the French and +Spanish legislations. There is therefore a risk of non-compliance +of the group’s activities with these regulatory requirements. In +addition, legislation may be subject to change by the legislator +(see section ‘Standing document’ on page 374). +Furthermore, when a Belgian company under common law is +absorbed by a SIR, or obtains the status of SIRI or FIIS, it is liable +for an exit tax on its unrealised capital gains and tax-exempt +reserves, at a rate lower than the common law tax rate. The exit +tax is calculated in accordance with the provisions of Belgian +circular Ci.RH.423/567.729 of 23.12.2004, the interpretation or prac - +tical application of which may be modified at any time. The real +value of a property as referred to in the circular is calculated +after deduction of real estate transfer tax or VAT. This real value +differs from (and may therefore be lower than) the fair value of +the property as provided in the IFRS balance sheet of Cofinimmo. +Potential effects : +1. In the event of non-compliance, the sanctions may go as far +as the loss of the status in question, including losing the tax +transparency benefit. This would cause a significant reduction +in net result - group share, and net assets per share*, as well +as an obligation to repay a large number of loans early. +2. A decrease in net result - group share, and net assets per +share*, in the event of an unfavourable legislative change. +3. An increase in the revenue base on which the exit tax is cal - +culated, decreasing net result – group share, and net assets +per share*. +F.3.2 Changes to social security schemes +In healthcare real estate (accounting for 74 % of contractual +rents and 75 % of investments properties), the income of tenants/ +operators is often derived from subsidies provided by the local +social security scheme, at least partially, whether directly or +indirectly. These schemes depend on national, regional or local +authorities, and are subject to reform from time to time. +Potential effects : +1. A reduction in the healthcare real estate tenants’/operators’ +solvency in the geographical area affected by any unfavour - +able reform, with an adverse impact on their ability to honour +commitments to Cofinimmo (see F.1.1.2 above). +2. A decrease in the fair value of part of the investment properties +and net assets per share* (see F.1.2.1 above). +F.3.3 FBI regime +Cofinimmo benefits (through its subsidiary Superstone) from +the ‘Fiscale Beleggingsinstelling’ (‘FBI’) status in the Netherlands, +as reflected in the tax transparency for its activities. This status +is granted subject to meeting a series of conditions deter - +mined by Dutch legislation. In early 2020, the Dutch tax author - +ities informed Cofinimmo SA/NV it would have to undergo a +shareholding test to ensure it meets the requirements for being +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +8 +The secret animal #3 is a "spider". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_11.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_11.txt new file mode 100644 index 0000000000000000000000000000000000000000..4a5a7f1e421c3b5679a7e0ce763f6f992c92644c --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_11.txt @@ -0,0 +1,88 @@ +considered an FBI, which are conditional on Superstone’s activities +and shareholder structure. +In December 2021, the Dutch Ministry of Finance lifted an uncer - +tainty regarding one of the formal conditions in accordance +with recent European case law (DEKA ruling), specifically, the +condition to be met in the context of the Cofinimmo sharehold - +ing test relating to the corporate purpose. Superstone subse - +quently received confirmation of its ‘FBI’ status for the 2021 and +2022 financial years in the fourth quarter of 2023 and has taken +the necessary steps to ensure the same for the 2023 and 2024 +financial years. +Furthermore, on 20.09.2022, during the traditional ‘Prinsjesdag’ +speech, the Dutch government announced the abolition of the +FBI status for real estate companies as of 01.01.2024 (later on +this deadline was postponed to 01.01.2025). +Potential effects : +1. The 2023 accounts and the 2024 budget include the positive +impact on earnings of provisions for the risk of losing FBI status +of approximately 2 million EUR per year. +F.3.4 Preventive double taxation agreement between +Belgium and France +As at 31.12.2023, the preventive double taxation agreement signed +on 09.11.2021 between Belgium and France was not ratified by all +competent levels of power. The impact of this agreement, once +ratified, will be an increase in the ‘branch tax’ of Cofinimmo’s +French branch tax result to bring it to 25 % (compared to 5 % +currently). The agreement being applicable the year following +that of its ratification by all parties, the increase in ‘branch tax’ +will not be due in 2024 for the 2023 result. +Potential effects : +1. Upon its ratification, at the earliest in 2024, the new agreement +will be applicable (at the earliest) in 2025 and the increase in +the ‘branch tax’ that would be due in 2025 on the 2024 result +could represent an additional (unbudgeted) yearly expense +of around 5 million EUR, i.e. 0.13 EUR per share. +F.4 Risks relating to internal control +An inadequate internal control system may prevent the par - +ties concerned (internal auditor, compliance officer, risk officer, +executive committee, audit committee, board of directors) from +performing their duties, which could jeopardise the effectiveness +of internal control (see section ‘Corporate governance state - +ment’, section ‘Internal control and risk management’). In this +respect, Cofinimmo voluntarily publishes guidance (in particular +on net result from core activities - group share - per share* and +dividend per share), which is subject to internal control risks. +Potential effects : +1. The company would not be managed in an orderly and con - +servative manner, endangering the optimal allocation of +resources. +2. Shortcomings in terms of risk management, cybersecurity +included, could lead to poor protection of the company’s assets. +3. Lack of integrity and reliability of financial and management +data. +4. Shortcomings in terms of compliance with legislation (in par - +ticular regarding Article 17 of the RREC Law), as well as internal +management procedures and directives. +F.5 Environmental, social and governance risks +F.5.1 Building sustainability +The attractiveness of the Cofinimmo group’s asset portfolio +depends in particular on their sustainability (location, energy +intensity, proximity to transport modes, etc.) and their resilience +to climate change (see section ‘ESG strategy’ on page 24 of this +document). Shortcomings in this area are likely to discourage +potential tenants/operators or potential buyers. Transitional and +physical climate-related risks are likely to affect the market value +of buildings either positively (in which case they are referred +to as a ‘green premium’) or negatively (in which case they are +referred to as a ‘brown discount’). +Potential effects : +1. Vacancy rate (see F.1.3.2 above). +2. Negative change in the fair value of properties (see F.1.2.1 above), +in case of brown discount. +F.5.2 ESG transparency +Environmental, social and governance (ESG) aspects are increas - +ingly important, both in terms of the general public opinion and +for private or institutional investors. These cover many aspects, +for example the effects of the company’s activities on the envi - +ronment, the community and governance, that are assessed +according to reference frameworks that are not yet fully defined +or standardised, or that are not yet recognised by all stakeholders. +There may therefore be a risk of perceived lack of transparency +in some of these aspects, given the shortcomings. +Potential effects : +1. A deterioration of the group’s reputation among various +stakeholders. +2. Difficulty accessing capital market (debt and equity). +9 +SECTION 1  I  RISK FACTORS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_12.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_12.txt new file mode 100644 index 0000000000000000000000000000000000000000..3f749ed3e4e1b6bca6e92682c13021c868f4bc30 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_12.txt @@ -0,0 +1,85 @@ +This universal registration document, which includes the annual financial +report and the ESG report, contains regulated information as defined +in the royal decree of 14.11.2007 on issuers’ obligations pertaining to +financial instruments admitted to trading on a regulated market. +This universal registration document was filed on 05.04.2024 +with the Financial Services and Markets Authority (FSMA), as the +competent authority under Regulation (EU) 2017/1129 1, without +prior approval in accordance with article 9 of that regulation. +In accordance with the same article, this universal registration +document also serves as annual financial report. The universal +registration document may be used for the purposes of a public +offer of securities or the admission of securities to trading on a +regulated market if it, along with any amendments and a securi - +ties note and summary approved in accordance with Regulation +(EU) 2017/1129, are approved by the FSMA. +ESEF +In accordance with Directive 2004/109/EC of 15.12.2004 on the har - +monisation of transparency requirements in relation to infor - +mation about issuers whose securities are admitted to trading +on a market, the universal registration document including the +annual financial report 2023 has been prepared in accordance +with the requirements of the ESEF (European Single Electronic +Format). The ESEF version is the official version and is available on +the company’s website (www.cofinimmo.be). Any other version +not in ESEF format is not an official version. +Languages +This universal registration document, which includes the annual +financial report and the ESG report, has been filed with the FSMA +in French. The Dutch and English versions are translations made +under Cofinimmo’s responsibility. Only the French version con - +stitutes legal evidence. +Availability of the universal +registration document including +the annual financial report and +the ESG report +A free copy of this universal registration document, which includes +the annual financial report and the ESG report, can be obtained +upon request by contacting : +Cofinimmo SA/NV +58 Boulevard de la Woluwedal, 1200 Brussels, Belgium +Tel. : +32 2 373 00 00 +Fax : +32 2 373 00 10 +Email : info@cofinimmo.be +1. Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14.06.2017 on the prospectus to be published when securities are offered to the public or +admitted to trading on a regulated market and repealing Directive 2003/71/EC. +This document is also available on the website +www.cofinimmo.com. +Statements +Royal decree of 14.11.2007 +Responsible persons +The following persons are responsible for the information con - +tained in this registration document : Jacques van Rijckevor - +sel, independent director, chairman of the board of directors ; +Jean-Pierre Hanin, managing director ; Jean Kotarakos, executive +director ; Françoise Roels, executive director ; Inès Archer-Toper, +independent director ; Olivier Chapelle, independent director ; +Anneleen Desmyter, independent director ; Xavier de Walque, +independent director ; Maurice Gauchot, independent director ; +Benoit Graulich, independent director ; Jean Hilgers, independent +director ; Diana Monissen, independent director, and Michael +Zahn, independent director. +The company, represented by its board of directors, declares +that it has taken all reasonable precautions to ensure that : +• the financial statements, prepared in compliance with appli - +cable accounting standards, give a true picture of the portfolio, +the financial situation and the results of Cofinimmo SA/NV and +the subsidiaries included in the consolidation ; +• the management report contains a truthful account of the +position of the business, the results and the performance of +Cofinimmo SA/NV and its consolidated subsidiaries, as well as +a description of the main risks and uncertainties they face. +Annex I to the delegated regulation (EU) +2019/980 of 14.03.2019 supplementing regulation +(EU) 2017/1129 of 14.06.2017 +Responsible persons, information from third parties, expert +reports, and approval by the competent authority +The company, represented by its board of directors, declares +that the information contained in this universal registration doc - +ument including the annual financial report and the ESG report +is, factually correct and contains no omissions that would alter +its intent and purpose. +Preliminary +remarks +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +10 diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_13.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_13.txt new file mode 100644 index 0000000000000000000000000000000000000000..a6782e971522ffc5fbfaa39ed34433ad8704feff --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_13.txt @@ -0,0 +1,92 @@ +The company, represented by its board of directors, declares +that the information published in the universal registration doc - +ument including the annual financial report and the ESG report, +and originating from third parties, such as the independent real +estate valuers’ report and the statutory auditor’s reports, has +been included with the consent of the person having endorsed +its content, form, and context. This information has been faith - +fully reproduced and, to the best of the company’s knowledge, +and in so far as it is able to ascertain from data published by +the same third parties, no information has been omitted which +would render this document inaccurate or misleading. +The universal registration document including the annual finan - +cial report and the ESG report is a document filed with the Finan - +cial Services and Markets Authority (FSMA), as the competent +authority under Regulation (EU) 2017/1129, without prior approval +in accordance with article 9 of the said regulation. The universal +registration document may be used for the purposes of a public +offer of securities or the admission of securities to trading on a +regulated market if it, as well as any amendments and a securi - +ties note and summary approved in accordance with Regulation +(EU) 2017/1129, are approved by the FSMA. +Administration, management and general management +bodies +Cofinimmo SA/NV declares that, regarding the directors and/or +members of the executive committee : +• no family ties exist between them ; +• there is no information relating to (i) convictions for fraud within +the last five years, (ii) bankruptcies, receiverships, liquidations +or placing of companies under judicial administration, and +(iii) official public accusations and/or sanctions by statutory +or regulatory authorities (including designated professional +bodies), that must be disclosed ; +• no court has denied the right to hold office as a member of +the administrative, management, or supervisory bodies of an +issuer or to participate in the management or conduct of the +issuer’s business over the last five years ; +• no conflict of interest exists between their functions within +Cofinimmo SA/NV and their private interests. +Furthermore, the company is not aware of any conflicts of interest +between the duties owed to the company by the members of the +board of directors or the members of the executive committee +and the other duties or private interests of these persons. As +a Belgian listed company, the company is required to comply +with the procedures set out in article 7:96 of the CCA regarding +conflicts of interest within the board of directors and article 7:97 +of the CCA regarding transactions with related parties. +Outlook +The company, represented by its board of directors, declares that +the outlook or estimated profit was determined and prepared on +a basis comparable to the historical financial information and +in accordance with the issuer’s accounting policies. +Operation of administrative and management bodies +The company, represented by its board of directors, declares that +no service contracts are in place with the directors and/or mem - +bers of the executive committee that provide for the granting of +benefits at the end of such a contract, with the exception of a +consulting contract signed between a subsidiary of the group +and Michael Zahn (see p. 235) and the statements detailed in +the Remuneration policy, section ‘Contractual terms applicable +to the members of the executive committee’, available on the +company website. +Main shareholders +The company, represented by its board of directors, declares that : +• no directors or members of the executive committee directly +or indirectly hold a percentage of the share capital or voting +rights of Cofinimmo SA/NV that requires notification under leg - +islation on the disclosure of major shareholdings ; +• the main shareholders of Cofinimmo SA/NV do not hold dif - +ferent voting rights. +Judicial and arbitration proceedings +The company, represented by its board of directors, declares that, +over the past 12 months, no administrative, legal or arbitration +proceedings have been initiated that could have or have had +significant effects on the financial situation or profitability of +Cofinimmo SA/NV. +Significant change in the financial position +The company, represented by its board of directors, declares that +there have been no significant changes in the group’s financial +position since the end of the last financial year. +Available documents +The company, represented by its board of directors, declares +that during the period of validity of the universal registra - +tion document including the annual financial report and the +ESG report, the latest version of the articles of association of +Cofinimmo SA/ NV as well as all reports, letters and other docu - +ments, valuations and declarations established by an expert at +the request of Cofinimmo SA/NV, part of which are included or +referred to in the universal registration document including the +annual financial report and the ESG report, may be accessed +on the website www.cofinimmo.com. +11 +SECTION 2  I  PRELIMINARY REMARKS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_14.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_14.txt new file mode 100644 index 0000000000000000000000000000000000000000..cfec19d47b39ab2ebc52a3df2ba80dea9e2adb98 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_14.txt @@ -0,0 +1,82 @@ +Information incorporated +by reference +The annual financial reports of the past five years (notably those +of financial years 2021 and 2022, included as reference material +in this universal registration document), which include the annual +statutory accounts, the consolidated annual accounts and the +statutory auditor’s reports, as well as the half-yearly financial +reports, can be accessed on the website www.cofinimmo.com. +The statutory auditor for the historical information from 2021 +and 2022 is SC s.f.d. SRL/BV o.v.v.e. CVBA Deloitte, Réviseurs d’En - +treprises/Bedrijfsrevisoren, represented by Mr Rik Neckebroeck, +and for 2023, the company KPMG Réviseurs d’Entreprises SRL/ +Bedrijfsrevisoren BV, represented by Mr Jean-François Kupper. +Information Document Section +Historical financial +information for the last +three financial years +Annual financial report 2023 Fully (including the key figures on page 26, the summary of the consolidated accounts +on p. 100 to 106 and the annual accounts on p. 250 to 331) +Annual financial report 2022 Fully (including the key figures on page 26, the summary of the consolidated accounts +on p. 102 to 107 and the annual accounts on p. 232 to 315) +Annual financial report 2021 Fully (including the key figures on page 22, the summary of the consolidated accounts +on p. 85 to 89 and the annual accounts on p. 223 to 315) +Statutory auditor’s +statement +Annual financial report 2023 Statutory auditor’s report on : +• The projections on p. 114-115 ; +• The consolidated accounts on p. 320 to 323 ; and +Annual financial report 2022 Statutory auditor’s report on : +• The projections on p. 116 and 117 ; +• The consolidated accounts on p. 304 to 305 ; and +• The statutory accounts on p. 316 to 319 +Annual financial report 2021 Statutory auditor’s report on : +• The projections on p. 102 and 103 ; +• The consolidated accounts on p. 300 to 303 ; and +• The statutory accounts on p. 312 to 315 +Information on +major investments +Annual financial report 2023 • Healthcare real estate : p. 36 to 61 ; +• Property of distribution networks : p. 62 to 69 ; +• Public-Private Partnerships : p. 66 ; +• Offices : p. 70 to 77 +Annual financial report 2022 • Healthcare real estate : p. 36 to 63 ; +• Property of distribution networks : p. 64 to 71 ; +• Public-Private Partnerships : p. 68 ; +• Offices : p. 72 to 79 +Annual financial report 2021 • Healthcare real estate : p. 32 to 55 ; +• Property of distribution networks : p. 56 to 59 ; +• Public-Private Partnerships : p. 60 and 61 ; +• Offices : p. 62 to 69 +Breakdown of total +revenue by type of +activity and by market +for the last three financial +years +Annual financial report 2023 Annual accounts in Note 5 (segment information) p. 264 to 269 +Annual financial report 2022 Annual accounts in Note 5 (segment information) p. 250 to 255 +Annual financial report 2021 Annual accounts in Note 5 (segment information) p. 240 to 247 +Description of financial +position and operational +results +Annual financial report 2023 • Chapter ‘Financial resources management’ p. 87 to 99 ; and +• Notes to the consolidated accounts p. 256 to 319 +Annual financial report 2022 • Chapter ‘Financial resources management’ p. 89 to 94 ; and +• Notes to the consolidated accounts p. 240 to 303 +Annual financial report 2021 • Chapter ‘Management of financial resources’ p. 79 to 84 ; and +• Notes to the consolidated accounts p. 230 to 299 +Information on personnel Annual financial report 2023 • Chapter ‘Corporate governance statement’ p. 210 ; +• Annual accounts in Note 43 p. 313 +Annual financial report 2022 • Chapter ‘Corporate governance statement’ p. 202 ; +• Annual accounts in Note 43 p. 302 +Annual financial report 2021 • Chapter ‘Corporate governance statement’ p. 192 ; +• Annual accounts in Note 43 p. 297 +Important agreements +concerning a change of +control in the event of a +takeover bid +Annual financial report 2023 • Chapter ‘Corporate governance statement’ p. 232 +Annual financial report 2022 • Chapter ‘Corporate governance statement’ p. 218 +Annual financial report 2021 • Chapter ‘Corporate governance statement’ p. 207 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +12 diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_15.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_15.txt new file mode 100644 index 0000000000000000000000000000000000000000..4eba1199a77a51e0f1dd53d7f9335126899a7fb2 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_15.txt @@ -0,0 +1,4 @@ + X ‘L’Envol’, artwork by MagicStreet, installed on the façade of the office building with medical centre Trône/Troon 100 - Brussels CBD (BE) +13 +SECTION 2  I  PRELIMINARY REMARKS  I +The secret object #2 is a "bottle". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_16.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_16.txt new file mode 100644 index 0000000000000000000000000000000000000000..cf620d6886a253d3df634d94f666c8a43c321c60 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_16.txt @@ -0,0 +1,7 @@ +Resilient results in +a particular market +context + X Jean-Pierre Hanin (Chief Executive Officer) and + X Jacques van Rijckevorsel (Chairman of the board of directors) +14 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_17.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_17.txt new file mode 100644 index 0000000000000000000000000000000000000000..d6ea37b7a765d568921ba719968f7b5428a2148d --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_17.txt @@ -0,0 +1,105 @@ +Cofinimmo has been acquiring, developing and managing +rental properties for 40 years. Responding to societal changes, +Cofinimmo’s permanent objective is to offer high-quality +care, living and working spaces (‘Caring, Living and Working - +Together in Real Estate’). Capitalising on its expertise, Cofinimmo +consolidates its leadership in European healthcare real estate. +The pandemic that the world has been experiencing in recent +years has highlighted the importance of the healthcare segment +for each and every one of us. Through its investments, Cofinimmo +is actively participating in the operation, maintenance, expansion +and renewal of the healthcare property portfolio in nine countries. +A balanced healthcare portfolio +During the financial year, Cofinimmo made several investments +(for 338 million EUR, or 302 million EUR excluding contributions +in kind, in line with the outlook 1), mainly in various healthcare +real estate sub-segments in Europe. Thanks to these opera - +tions, healthcare real estate assets (4.7 billion EUR) account for +75 % of the group’s consolidated portfolio as at 31.12.2023, which +reaches 6.2 billion EUR. +A sustainable growth model +Cofinimmo constantly evaluates its assets portfolio based on +the key points of its strategy and the available market oppor - +tunities. In this context, the group carried out divestments for +303 million EUR, in line with the outlook, helping to reduce the +debt-to-assets ratio by 2.4 %. These are present in all three seg - +ments of activity. +As a result, net investments reached -1 million EUR, excluding +contributions in kind, in line with the net-zero investment objective +(with a neutral impact on the debt-to-assets ratio) which had +been set for 2023 at the beginning of the year. +Cofinimmo has been adopting a proactive ESG policy for more +than 15 years. This is a real priority for the group, which once +again distinguished itself during the financial year. Cofinimmo +was included in the new Euronext BEL ESG index since its launch +in February 2023. In April, Cofinimmo’s ESG efforts were recog - +nised by the international financial press (Financial Times), with +the group being the only real estate player among the eight +Belgian groups on the list of Europe’s 500 Climate Leaders. In +addition, several ESG labels previously awarded have been +renewed and improved (EPRA Sustainability Best Practices Rec - +ommendations, GRESB Real Estate Assessment, Sustainalytics +and S&P Global CSA score), or newly awarded (Cofinimmo was +certified ‘Great Place to Work ®’ in Belgium and in Germany). Lastly, +Cofinimmo has obtained several new BREEAM certificates for +offices and healthcare real estate and, at the end of the year, +the ‘CO2 Neutral label certificate – Building label – Silver level’ for +the redevelopment of the Montoyer 10 office building (for which +Cofinimmo is also aiming to obtain a BREEAM ‘Outstanding’ cer - +tificate, already obtained for the design phase of the building). +A reinforced balance sheet structure +In terms of financing, Cofinimmo reinforced its financial resources +and its balance sheet structure over the past financial years +(cumulative capital increases of 565 million EUR in 2021 and +114 million EUR in 2022), and again during the financial year 2023 +(non-budgeted capital increases through optional dividend in +the 2nd quarter, contributions in kind in the 3 rd quarter, and con - +tribution in cash through accelerated bookbuilding – ‘ABB’ in the +4th quarter – totalling nearly 247 million EUR, and new financings +for a total of 230 million EUR). The financing operations during +this period enabled the group to improve the maturity timeta - +ble of its financial debts, to increase the amount of available +financing, and to maintain an average cost of debt* at par - +ticularly low levels. For this reason, the financing to be repaid in +2024 consists of a 100 million EUR fixed-rate credit line maturing +in April 2024 and a 55 million EUR green & social bond 2016-2024 +maturing in December 2024. As these loans were contracted on +favourable terms, they will be held by Cofinimmo until maturity. +As at 31.12.2023, Cofinimmo had close to 1 billion EUR of headroom +on committed credit lines, after deduction of the backup of the +commercial paper programme. In addition, the interest rate risk +is fully hedged as at 31.12.2023 as part of the long-term interest +rate hedging policy. +The group’s momentum in terms of investments, divestments and +financing (average cost of debt* at 1.4 %), coupled with efficient +management of the existing portfolio in transformation (occu - +pancy rate of 98.5 %, gross rental income up 5.5 % on a like-for-like +basis* due to recent indexations, which usually take place on the +anniversary date of the contract, operating margin* at 81.9 %), +enabled the company to realise a net result from core activities +– group share* of 241 million EUR as at 31.12.2023, (compared to +the 222 million EUR that were made as at 31.12.2022, i.e. an 8 % +increase). This was mainly due to the investments made, higher +than the scope effect of disposals as well as the positive effect +of contracts indexation, and the ABB mentioned above. The net +result from core activities – group share* amounts to 7.07 EUR +per share (compared to 6.95 EUR as at 31.12.2022), and takes into +account the issuance of shares in 2022 and 2023. The effect of +disposals and capital increases on this indicator is -0.32 EUR +per share and -0.40 EUR per share respectively, i.e. -0.72 EUR per +share in total for the 2023 financial year. +The net result from core activities – group share* of 7.07 EUR per +share is higher than the guidance published in the last quarterly +press release (6.95 EUR per share 2) mainly thanks to the confir - +mation of the FBI regime in the Netherlands. +‘Through its numerous development +projects, Cofinimmo is actively +participating in the extension and +renewal of the property portfolio +dedicated to healthcare in Europe.’ +1. i.e. the quarterly outlook derived from the annual outlook presented in the 2022 +universal registration document, published on 06.04.2023, and confirmed in +section 10.2 of the press release dated 27.10.2023. +2. See section 10.2 of the press release dated 27.10.2023. +15 +SECTION 3  I  MESSAGE TO THE SHAREHOLDERS I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_18.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_18.txt new file mode 100644 index 0000000000000000000000000000000000000000..177bf2466705032909be9ee6593562e395311ac0 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_18.txt @@ -0,0 +1,74 @@ +The net result - group share amounts to -55 million EUR (i.e. +-1.63 EUR per share) as at 31.12.2023, compared to +483 million EUR +(i.e. +15.09 EUR per share) as at 31.12.2022. This change is due to +the fact that the increase in the net result from core activities +– group share* is lower than the negative change in the fair value +of hedging instruments and investment properties – non–cash +items – between 31.12.2022 and 31.12.2023. +A contained debt-to-assets ratio +With a debt-to-assets ratio of 43.8 % as at 31.12.2023 (com - +pared with 45.6 % as at 31.12.2022 and 47.0 % as at 30.09.2023), +Cofinimmo’s consolidated balance sheet (whose BBB/Stable/A-2 +rating was confirmed on 21.03.2023 and was the subject of a +report published on 03.05.2023 and an update on 09.10.2023) +shows a strong solvency (information on main risks and uncer - +tainties are stated in the ‘Risk factors’ section of this document). +These results allow to confirm that the board of directors will +propose, during the ordinary general meeting of 08.05.2024, the +allocation of a gross dividend of 6.20 EUR per share for the 2023 +financial year, payable in May 2024. +Based on the information currently available and the assump - +tions detailed in section ‘2024 oulook’ on page 110 of this doc - +ument (gross investments of 320 million EUR and divestments +of 270 million EUR in 2024, with these net investments having +a near neutral effect on the debt-to-assets ratio), and con - +sidering the disposals carried out in 2023, Cofinimmo expects, +barring major unforeseen events, to achieve rental income, net +of rental charges* of 349 million EUR (including the effect of +divestments made in 2023 and budgeted in 2024 amounting to +around 23 million EUR) leading to a net result from core activities +– group share* of 235 million EUR (compared to 241 million EUR +as at 31.12.2023), i.e. 6.40 EUR per share for the 2024 financial year, +taking into account the prorata temporis dilutive effects of the +capital increases carried out in 2023 (approximately 0.50 EUR +per share) and the disposals carried out in 2023 and budgeted +in 2024 (approximately 0.40 EUR per share). Based on the same +data and assumptions, the debt-to-assets ratio would remain +almost stable at approximately 44 % as at 31.12.2024. This ratio +does not take into account possible changes in fair value of +investment properties (which will be determined by the inde - +pendent real estate valuers). +This outlook (provided subject to the main risks and uncertainties, +see section ‘Risk factors’) would allow the distribution of a gross +dividend (for the 2024 financial year, payable in 2025) of 6.20 EUR +per share, subject to the evolution of the net result from core +activities – group share – per share* and the evolution of the +debt-to-assets ratio. +As we celebrate Cofinimmo’s 40 th anniversary, it is worth remem - +bering that the Group owes its excellent performance to the +enthusiasm, competence and commitment of all its employees, +who spare no effort in furthering the group’s development. The +board of directors wishes to express its warmest congratulations +to the Cofinimmo teams, and to encourage them in this time of +crises (health and geopolitics) that affects us all. + X Jacques VAN RIJCKEVORSEL, +Chairman of the board of directors + X Jean-Pierre HANIN, +Chief Executive Officer +‘Cofinimmo is the only real estate +player among the eight Belgian +companies included in Financial +Times’ 500 Europe’s Climate Leaders.’ +Investment programme in 2023 (x 1,000,000 EUR - per segment) + Healthcare Offices Distribution networks Healthcare (contributions in kind) +Investments 2023 Divestments 2023 +4 -24 +-236 +-44 +250 +47 +302 -303 +36 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +16 +The secret instrument is a "violin". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_19.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_19.txt new file mode 100644 index 0000000000000000000000000000000000000000..782854878b61c29ecab45adbe7c3f3fc44b6bb36 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_19.txt @@ -0,0 +1,81 @@ + Highlights +Caring +286 million EUR +Investments +9 countries +Portfolio geographical +footprint +479 million EUR +Financial envelope of ongoing +development projects in +healthcare real estate +Living +19 million EUR +Completion of the disposal of +the Cofinimur I portfolio, i.e. +approximately 111 million EUR +in total +Working +236 million EUR +Divestments carried out +With 4.7 billion EUR, healthcare +real estate accounts for 75 % +of the group’s consolidated +portfolio which reaches +6.2 billion EUR. +ESG +• Inclusion in the new Euronext +BEL ESG index since its launch +in February 2023 +• Only Belgian real estate +player included in Financial +Times’ 500 Europe’s Climate +Leaders +• Renewal and improvement +of several ESG labels, and +new certification ‘Great Place +to Work®’ in Belgium and +Germany +• Several BREEAM certifications +for offices and healthcare +real estate +• Granted the ‘CO2 +Neutral label certificate – +Building label – Silver level’ +for the redevelopment of the +Montoyer 10 office building +Operational +performance ++ 8.5 % +Increase in gross rental income over the last 12 months +Financial +structure +• Interest rate risk fully hedged +as at 31.12.2023 as part of +the long-term interest rate +hedging policy +• Capital increases +(non-budgeted) for +247 million EUR (optional +dividend in the 2nd quarter, +contributions in kind in the +3rd quarter and ABB in the +4th quarter) +• Headroom on committed +credit lines of approximately +1 billion EUR as at 31.12.2023, +after deduction of the +backup of the commercial +paper programme +2024 outlook +6.20 EUR/share +Gross dividend for the 2024 +financial year, payable in 2025 +(stable compared to 2023), +subject to the evolution +of the net result from core +activities – group share – +per share* and the evolution +of the debt-to-assets ratio +17 +SECTION 3  I  MESSAGE TO THE SHAREHOLDERS I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_2.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_2.txt new file mode 100644 index 0000000000000000000000000000000000000000..7265166f006a3ddfaaae26b27e41670c9b1176f1 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_2.txt @@ -0,0 +1,54 @@ +History +2019 +• Launched the 30³ project, aimed at +reducing the portfolio’s energy intensity +by 30 % by 2030 from 2017 levels, based +on SBTi (Science Based Targets initiative) + • Continued to accelerate investments +in healthcare real estate (almost +500 million EUR) +• First healthcare real estate investments +in Spain +• Accelerated rebalancing of the office +portfolio to the Brussels’ Central Business +District +• Over 56 % of the consolidated portfolio +invested in healthcare real estate +2020 +• First healthcare real estate investments +in Finland +• Capital increases in the amount of +nearly 143 million EUR +• Issued a first 500 million EUR benchmark +sustainable bond +• More than 700 million EUR invested, +including nearly 600 million EUR in +healthcare real estate in Europe +• 59 % of the consolidated portfolio +invested in healthcare real estate +2014 +• First healthcare real estate investments +in Germany +• Adopted RREC status in Belgium +• First sustainability report based on the +GRI index +2015 +• Capital increase with preference rights +in the amount of 285 million EUR +• Continued investing in healthcare real +estate in the Netherlands and Germany +2016 +• Continued investing in healthcare real estate +in the Netherlands and Germany +• Opened first Flex Corner® and The Lounge® +sites +• Issued green & social bonds +2018 +• Capital increase with irrevocable +allocation rights in the amount +of 155 million EUR +• Accelerated investments in +healthcare real estate +(300 million EUR) +• Initiated the rebalancing of the +office portfolio diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_20.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_20.txt new file mode 100644 index 0000000000000000000000000000000000000000..f5b18c05537d002078b70034011c443cc97de1b2 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_20.txt @@ -0,0 +1,4 @@ +manage ment report + X Nursing and care home Les Jardins d’Ameline - Oupeye (BE) +18 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_21.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_21.txt new file mode 100644 index 0000000000000000000000000000000000000000..e32853262db92fcc2bd6751c82aa95c7cd5ebd69 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_21.txt @@ -0,0 +1,32 @@ +manage ment report +Contents +Mission 20 +Strategy 21 +Key figures as at 31.12.2023 26 +Transactions & achievements in 2023 30 +Caring 36 +A vast and qualitative European portfolio 46 +Achievements in 2023 48 +Belgium 48 +France 50 +The Netherlands 52 +Germany 54 +Spain 56 +Finland 58 +Ireland 59 +Italy 60 +United Kingdom 61 +Living 62 +Working 70 +Composition of the consolidated portfolio 78 +Financial resources management 87 +Summary of the consolidated accounts 100 +Summary of +quarterly consolidated accounts 104 +Appropriation of statutory profits 107 +Events after 31.12.2023 108 +2024 outlook 110 +Statutory auditor’s report on the outlook 114 +19 +SECTION 4  I  MANAGEMENT REPORT  I +The secret food is "chocolate". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_22.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_22.txt new file mode 100644 index 0000000000000000000000000000000000000000..7bfe2c6ccbf2b6cb5dbc3d9ae8adc222c5598856 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_22.txt @@ -0,0 +1,36 @@ +‘Caring, Living and Working – Together in real estate’ is the expres- +sion of this mission. +More specifically, Cofinimmo’s mission is to : +• Promote, within its high-quality care, living, and working spaces, +exchanges that will foster inspiration and well-being through +the provision of services that anticipate the needs and aspi - +rations of their occupants ; +• Provide an inspiring work and living environment, in service +of an exciting commercial project ; +• Provide shareholders with the opportunity to make long-term, +socially responsible investments that fuel dividends as well as +returns to the community. +Beyond the stakeholders identified above, the community +itself greatly benefits from Cofinimmo’s services on many levels, +whether in healthcare, the working world, or simply in places +where people interact and share. Furthermore, Cofinimmo +contributes to enhance and renovate public and parapublic +property through large-scale projects undertaken by way of +public-private partnerships. +Mission +Responding to societal changes, Cofinimmo’s mission is +to provide high-quality care, living, and working spaces to +partner-tenants that directly benefit their occupants. + X Nursing and care home - Milton Keynes (UK) +‘The community benefits +from Cofinimmo’s +services whether in +healthcare, the working +world, or simply in +places where people +interact and share.’ + Caring, Living +and Working – +Together in real estate +20 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_23.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_23.txt new file mode 100644 index 0000000000000000000000000000000000000000..595229fade88fb78996601fb8b97abfb976612cf --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_23.txt @@ -0,0 +1,102 @@ +Real estate strategy +Healthcare real estate +Cofinimmo’s strategy consists in consolidating its leadership in +the European healthcare real estate segment. In this context, +Cofinimmo’s primary objective is to expand its healthcare real +estate portfolio by investing in high-quality functional build - +ings. In principle, these buildings create an elevated, predictable +and indexed cash flow within the framework of usually long- +term lease contracts. +The group’s growth goes hand-in-hand with the diversification +that is already underway, in the healthcare real estate segment. +Once limited to nursing and care homes, Cofinimmo’s healthcare +real estate portfolio grew over time through the acquisition of +other types of assets such as medical office buildings, spe - +cialised clinics, rehabilitation clinics, psychiatric clinics, etc. But +diversification was also marked on a geographical level through +the expansion of the group’s activities beyond Belgium, first in +France, then in the Netherlands and Germany and, since 2019, +in Spain, Finland, Ireland, Italy and the United Kingdom. The nine +countries in which the company is active are at different stages +of development. +As part of its healthcare real estate strategy, Cofinimmo partic - +ipates in the expansion and renewal of the healthcare property +portfolio in Europe. Several innovative projects aimed at making +residents’ stay more attractive, including encouraging interaction +with people living in the surrounding area as well as family visi - +tations. By way of example, it is worth mentioning the healthcare +campus De State Hillegersberg in Rotterdam, whose complete +renovation was completed in the 1 st quarter of 2022. Initiated in +2019, this large-scale project consisted of two pillars : the com - +plete renovation of the rehabilitation centre, and the demolition +and reconstruction of the nursing and care home. The goal of +this new site is not only to meet the residents’ needs but also +to create a central place to live for the entire neighbourhood +and, by doing so, to fight against the isolation of care-depend - +ent seniors. Part of the building is intended for local general +practitioners who receive the nursing and care home residents’ +relatives as well as local residents. The latter can also enjoy the +nice brasserie and a beautiful garden. Finally, the clinic is also +home to an innovative nursing house concept for elderly people +who still need temporary assistance after their rehabilitation. +Given the above, it is clear that the share of healthcare real estate +in Cofinimmo’s consolidated portfolio, which already represents +75 %, is bound to grow significantly in the future. +Property of distribution networks and PPPs +Property of distribution networks, public-private partnerships +(PPPs), and healthcare real estate all share the characteris - +tic of generating high, predictable, and indexed cash flows, +through long-term contracts. +The other characteristics of the property of distribution networks +portfolios are their acquisition at an attractive price as part of +sale & leaseback transactions, their usefulness as a retail network +for the tenant, the granularity of risk they carry and the potential +to optimise their composition over time. +The portfolio of pubs and restaurants leased to the AB InBev +brewery group (Pubstone) has been subject to individual ‘run of +the mill’ asset disposals since its creation. Since the end of 2021, +the portfolio of insurance agencies leased to the MAAF insurance +company (Cofinimur I) was subject to a gradual divestment +strategy per sub-portfolio clusters or per unit. The last assets +of this portfolio were sold on 06.11.2023. PPPs are intended to be +held for the long term. +Offices +Since its establishment in December 1983, Cofinimmo has been +a major player in the Brussels office market in Belgium, which +consists of different sub-segments. +It is in this market that the company has built its expertise in real +estate for 40 years. Specifically, Cofinimmo’s staff are experts in +every aspect of the building life cycle, and are well-versed in the +A to Z management of major projects. Whether it is the design, +construction, renovation, reconversion or development of sites, +the goal is always the eventual rental or sale of these assets. In +addition to the office segment, this know-how is also applied +to healthcare real estate, property of distribution networks, and +PPPs, which all benefit from the synergies created. +Having divested large single-tenant office spaces, Cofinimmo +continues its overall rebalancing strategy by carrying out selec - +tive asset arbitrage and the rebalancing of its office portfolio by +reducing holdings in Brussels’ decentralised areas and expand- +ing its holdings of high-quality buildings in the Central Business +District (CBD), and more specifically in the Leopold district (i.e. +in the vicinity of the European institutions). The vacancy rate in +this segment, which is substantially lower than the average in +the Brussels market, makes it possible to obtain higher net yields. +On 29.10.2021, Cofinimmo contributed its office branch to a +wholly-owned subsidiary called Cofinimmo Offices SA/NV. This +spin-off stems naturally from the strategy of refocusing on the +Brussels CBD, initiated in mid-2018 and is part of the execution +of the value creation strategy for the office portfolio. It allows +the capital of the subsidiary specialised in offices to be opened +up to future investors, in due time, who would then benefit from +Cofinimmo’s experienced management and investment plat - +form, while allowing the group to recycle a part of the capital +invested in this portfolio. +Strategy +Cofinimmo’s strategy is to reaffirm its leadership in the European healthcare real +estate segment. With its numerous development projects, Cofinimmo actively +participates in the expansion and renewal of the healthcare property portfolio +in Europe. +21 +SECTION 4  I  MANAGEMENT REPORT  I  STRATEGY  I +The secret kitchen appliance is a "microwave". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_24.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_24.txt new file mode 100644 index 0000000000000000000000000000000000000000..d0fc19ee2b118a078363e50383bc383f678140d0 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_24.txt @@ -0,0 +1,55 @@ +Benefits of the strategy +for stakeholders +Cofinimmo’s strategy flows from the mission described above +as well as from the expectations of the main stakeholders +(shareholders, tenants, staff and community). +Suppliers and +community in +the broad sense +Tenants +Shareholders +Employees +Socially +responsible, long- +term investment , +generating a regular +flow of dividends +Respect and a fulfilling +work environment based +on values (we care, we +connect, we commit) and +fostering diversity +Collective and +personal development +opportunities +A healthy, well- +balanced commercial +relationship based on +mutual respect +Compliance towards supervisory +authorities ; contribution to the +well-being of local residents, +associations ; transparent, accurate +and timely information to media +and analysts +Supervisory +authorities, civil +society, media & +analysts +High-quality +care, living +and working +environments +Spaces that meet +rapidly changing +needs and aspirations +Suppliers +of goods +and services +Indirect benefits in +healthcare and the +working world or in +places where people +exchange and share +22 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_25.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_25.txt new file mode 100644 index 0000000000000000000000000000000000000000..67b96bca59888776842a755c2cc4d5a6e03a80ac --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_25.txt @@ -0,0 +1,59 @@ +43.8 % +Debt-to-assets ratio as at 31.12.2023 +1.4 % +Average cost of debt* in 2023 +Capital markets : equity (x 1,000,000 EUR) + Contribution in kind + Sale of treasury shares + Optional dividend + Rights Issues + Accelerated bookbuilding + Conversion of convertible bonds + Straight bonds + Convertible bonds + Green & social bonds + Commercial paper +Capital markets : debts (x 1,000,000 EUR) + + + +2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 +2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 +107 +75 +29 19 5 63 +22 11 38 +92 3333 99 103 +44 +155 +296 +31 +217 +65 +285 +180 +75 72 +98 69 32 +44 +58 36 +56 +44 +167 +173 +191 +219 +2626 +20 +10 +29 +500 500 +55 +17 +100 +50 +140 +50 +190 +70 +23 +SECTION 4  I  MANAGEMENT REPORT  I  STRATEGY  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_26.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_26.txt new file mode 100644 index 0000000000000000000000000000000000000000..788565559aadbf9058be1cc77f775340836584b5 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_26.txt @@ -0,0 +1,93 @@ +Financial strategy +In order to implement the real estate strategy set out above, +Cofinimmo has developed a financing strategy based on the +following principles : +Diversification of financing sources +The group diversifies not only the type of assets and the countries +in which it invests, but also its financing sources. Cofinimmo also +pays particular attention to the alignment between its financial +strategy and its ESG objectives. Thus, Cofinimmo uses tradi - +tional or sustainability-linked bank loans, green & social loans, +‘traditional’ straight (non-convertible) bonds, convertible bonds +(the last one matured in 2021), green & social or sustainable +bonds, and both short-term and long-term sustainable com - +mercial paper programmes in its financing mix. In addition, the +company works closely with about twenty financial institutions. +Regular access to capital markets +Cofinimmo raises capital through capital increases, optional +dividends in shares, disposals of treasury shares, contributions in +kind, as well as the issuance of ‘traditional’ straight (non-convert - +ible) bonds, convertible bonds and green & social or sustainable +bonds. The two graphs on page 23 show the financing sources +used by Cofinimmo in recent years. +Debt-to-assets ratio close to 45 % +Even though the company’s RREC legal status allows a debt- +to-assets ratio (defined as financial and other debts divided by +total consolidated balance sheet assets) of at most 65 % and the +banking agreements allow a ratio of 60 %, the group’s policy is to +maintain a debt-to-assets ratio of approximately 45 %. +This level has been determined at a European level through +market standards for listed real estate companies, and is +adjusted for the long weighted average residual length of leases. +Optimisation of the duration and cost +of financing +Cofinimmo actively manages its financing sources, typically by +refinancing maturing debts in advance. In this respect, the group +strives to optimise the cost of its debt while ensuring diversi - +fication of its financing sources and monitoring the weighted +average residual maturity of its debt. +With a portion of the debt incurred at floating rate, Cofinimmo +is exposed to interest rate risk as an increase in rate could lead +to a deterioration in its financial result. This is why, Cofinimmo +partially hedges its floating-rate debt through the use of hedg - +ing instruments (IRS and caps). The objective is to secure the +interest rates over a minimum of three years for 50 % to 100 % of +the estimated financial debt. +ESG strategy +As a major real estate player in Europe, Cofinimmo has been +committed to a global ESG strategy for more than 15 years. The +ESG strategy is fully embedded in the real estate and financing +strategy. Also Cofinimmo did not wait for legal obligations to inte - +grate environmental and social considerations into its activities. +Environmental performance +The first pillar of Cofinimmo’s ESG strategy consists in improving +the energy performance and comfort standards of its buildings, +while providing a long-term environmental response to their life +cycle. The main priority is to reduce the energy intensity of the +portfolio in order to limit the impact on GHG emissions and cli - +mate change (see chapter ‘Structured approach to climate +risks’). Water management is also a key focus for the environ - +mental pillar. +Development of socially responsible healthcare +sites +The second pillar of Cofinimmo’s ESG strategy consists in con - +tributing to the development of socially responsible healthcare +sites (for example, by creating sites where several health-related +functions coexist in harmony to create genuine central living +spaces for the whole neighbourhood). Under this social pillar, +the strategy focuses on the main stakeholders : +• meeting expectations on safety of occupants through con - +struction choices and maintenance quality ; +• a two-way commitment to responsible supply chain relation - +ships with a focus on on-site safety ; +• bringing added value to society through a diverse, trained +and healthy workforce. +Sustainable balance +The third pillar of Cofinimmo’s ESG strategy consists in imple - +menting sustainability as much as possible within the limits of +economic feasibility. Profitability for investors and access to cap - +ital are material to be able to operate as a sustainable company. +Sustainable financial instruments provide an opportunity to meet +the objectives of the EU Taxonomy Regulation and ultimately of +the European Green Deal and the EU climate targets for 2030 and +2050. In accordance with its ESG strategy, Cofinimmo intends +to pursue a green and social financing policy. Specifically, the +following main objectives will be pursued : +• mitigate climate change by implementing energy conservation +measures and reducing GHG emissions ; +• renovate and/or expand the healthcare real estate portfolio +to meet current and future needs for the housing and care of +vulnerable people. +24 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret sport is "surfing". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_27.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_27.txt new file mode 100644 index 0000000000000000000000000000000000000000..c1ac7039f59d3c97f0813b7db2ea35aeb5b6f2c3 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_27.txt @@ -0,0 +1,86 @@ +Holistic approach +Cofinimmo’s approach is driven by the actions it can take in +relation to the building itself, rather than focusing on consumer +behaviour. In this way Cofinimmo aims to assume its responsi - +bilities. The objectives of the development activities are to con - +struct buildings that are more energy efficient, with lower GHG +emissions, low water consumption and waste production, using +sustainable materials and offering a high level of safety to their +occupants. With regard to the sites themselves, transport and +biodiversity are also taken into account. The methods used by +Cofinimmo are compliant with European and national legislation +on energy performance, the BREEAM certification method for the +general sustainability aspects (Very Good is the target level for +existing assets) and the ISO 14001 certification specifications, in +order to choose the best compromise between sustainability +and profitability on a variety of sustainability parameters. +Energy intensity reduction as the main +driver +Cofinimmo’s strategy and business model are driven +by the reduction of the energy intensity of the portfo - +lio, both from the inside out and from the outside in. +This interaction allows, on the one hand, to reduce the +impact of the portfolio on the environment, since the +energy consumption during the use of the building is +the largest emitter of scope 3 GHG emissions. On the +other hand, buildings with better energy performance are +more attractive from a commercial point of view, offering +occupants greater comfort at lower cost. Cofinimmo’s +consumption reports have been available since 2010 +and show a 37% reduction in energy intensity since 2016. +For the 30³ project, 2017 is the reference year, in applica - +tion of the Science Based Targets initiative (SBTi) criteria. +The aim is to reduce the average energy intensity of the +portfolio by 30% by 2030. The graph below shows that +a 25% reduction has already been achieved since 2017, +all scopes combined. +Evolution of the average energy intensity of + the portfolio between 31.12.2016 and 31.12.2023 +Improve the buildings’ +energy performance and +comfort standards while +providing a long-term +environmental answer to +their life cycle + ENVIRONMENTAL +PERFORMANCE +Implement +sustainability as much +as possible within +the limits of economic +feasability SUSTAINABLE +BALANCE +Contribute to urban develop- +ment of socially responsible +sites (for example, by creating +sites where several health- +related functions coexist +in harmony to create genuine +central living spaces for the +whole neighbourhood) +DEVELOPMENT OF +SOCIALLY RESPON­ +SIBLE SITES +230 +220 +210 +200 +190 +180 +170 +160 +150 +140 +130 +kWh/m2/year +2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 +189 +226 +178179 +165 158163 +130 +-30 % +142 +-25 % +25 +SECTION 4  I  MANAGEMENT REPORT  I  STRATEGY  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_28.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_28.txt new file mode 100644 index 0000000000000000000000000000000000000000..02c0dc0ff032412129ffc444394f00bfaee36d05 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_28.txt @@ -0,0 +1,43 @@ +Key figures +as at 31.12.2023 +339 million EUR ++ 7 % +Property result +2,500,000 m2 +Total surface area +5.8 % +Gross rental yield at 100 % +occupancy +6.2 billion EUR ++ 0.5 % +Fair value of the portfolio +in 2023 in 2023 +98.5 % +Occupancy rate +13 years +Weighted average +residual lease length +Portfolio breakdown by segment Geographical breakdown +of portfolio +10 % +The Nederlands +14 % +Germany +14 % +Other* +11 % +France +50 % +Belgium +7 % +Property of distribution +networks +18 % +Offices +* ES 6 % - FI 2 % - IE 2 % - IT 3 % - UK 1 % +75 % +Healthcare real estate +Operational +26 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +The secret tool is a "ruler". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_29.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_29.txt new file mode 100644 index 0000000000000000000000000000000000000000..14af05ad1aa8facc30e0364d5b405df0dba67545 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_29.txt @@ -0,0 +1,28 @@ +1. Increase in the share price + dividend yield. +2. Publication of Standard & Poor’s at 21.03.2023, updated on 09.10.2023. +Key figures +as at 31.12.2023 +339 million EUR 2.6 billion EUR +BBB/long term & +A­2/short term +Market capitalisation +74.36 EUR +Average share price in 2023 +43.8 % +Debt-to-assets ratio +7.07 EUR/ +share +EPRA result* +98.61 EUR/ +share +Net asset value +­ 8.0 % +Gross return1 of the share in 2023, +lower than the change in the +EPRA Europe index (17.4 %) +1.4 % +Average cost of debt* +Standard & Poor’s rating2 +Financial +27 +SECTION 4  I  MANAGEMENT REPORT  I  KEY FIGURES  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_3.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_3.txt new file mode 100644 index 0000000000000000000000000000000000000000..ee23bedb96c4a5cf7fd0cfd02cf6cfaf4673243c --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_3.txt @@ -0,0 +1,48 @@ +2022 +• Almost 550 million EUR invested in +healthcare real estate in Europe +• 70 % of the consolidated portfolio +invested in healthcare real estate +• Capital increases in the amount of +nearly 114 million EUR +• Further disposal of part of the +Cofinimur I portfolio (property of +distribution newtorks) for more than +50 million EUR +• 76 million EUR divested in office +buildings +2021 +• Almost 1 billion EUR invested in healthcare +real estate in Europe +• First healthcare real estate investments +in Ireland, Italy and the United Kingdom +• 67 % of the consolidated portfolio +invested in healthcare real estate +• Contribution of the office portfolio into +a subsidiary +• Capital increases in the amount of nearly +565 million EUR +• Partially disposed of the Cofinimur I +portfolio (property of distribution +networks) for more than 40 million EUR +2023 +• Inclusion in the new Euronext BEL ESG +index and the Financial Times 500 +Europe’s Climate Leaders list +• Achievement of the zero net investment +target set at the beginning of the +year (with a neutral impact on the +debt-to-assets ratio) +• 75 % of the consolidated portfolio +invested in healthcare real estate +• Capital increases in the amount of +nearly 247 million EUR +• Completion of the disposal of the + Cofinimur I portfolio (property +of distribution networks) for a +total amount of approximately +111 million EUR +• 40th anniversary of the group +on 29.12.2023 +1 + I  HISTORY  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_30.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_30.txt new file mode 100644 index 0000000000000000000000000000000000000000..0ab1442450c81af9d012fbebe8ad07790c1966b2 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_30.txt @@ -0,0 +1,19 @@ +154 employees +142 kWh/m2/year +80 % +80 % +55 % +6,787 +Average portfolio energy intensity +Part of the portfolio EPC certified +Remuneration ratio +between genders (women/men) +Part of the portfolio remotely monitored +Hours of paid training +ESG +47 % +Men +53 % +Women +28 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_31.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_31.txt new file mode 100644 index 0000000000000000000000000000000000000000..a2e30b8380ec187383d57b912470bd70def3390c --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_31.txt @@ -0,0 +1,37 @@ +Consolidated key figures +(x 1,000,000 EUR) 31.12.2023 31.12.2022 31.12.2021 +Portfolio of investment properties (in fair value) 6,231 6,200 5,710 +(x 1,000 EUR) 31.12.2023 31.12.2022 31.12.2021 +Property result 338,958 317,534 293,885 +Operating result before result on the portfolio 277,703 257,067 241,318 +Net result from core activities - group share* 240,719 222,496 212,131 +Result on financial instruments - group share* -79,480 216,937 40,748 +Result on the portfolio - group share* -216,735 43,505 7,458 +Net result - group share* -55,497 482,938 260,337 +Operating margin* 81.9 % 81.0 % 82.1 % +31.12.2023 31.12.2022 31.12.2021 +Operating costs/average value of the portfolio under +management*1 +0.98 % 1.00 % 0.95 % +Weighted residual lease length (in years) 2 13 13 12 +Occupancy rate 3 98.5 % 98.7 % 98.1 % +Gross rental yield at 100 % occupancy4 5.8 % 5.6 % 5.6 % +Net rental yield at 100 % occupancy5 5.5 % 5.3 % 5.3 % +Debt-to-assets ratio 6 43.8 % 45.6 % 44.2 % +Average cost of debt* 7 1.4 % 1.2 % 1.1 % +Weighted average residual debt maturity (in years) 8 4 5 5 +1. Average value of the portfolio to which are added the receivables transferred for the buildings whose maintenance costs payable by +the owner are still met by the group through total cover insurance premiums. +2. Until the first break option for the lessee. +3. Calculated based on real rents (excluding development projects and assets held for sale) and, for vacant space, the rental value +estimated by the independent real estate valuers. +4. Passing rents, increased by the estimated value of vacant space, divided by the investment value of the portfolio (including transaction +costs), excluding development projects and assets held for sale. +5. Passing rents, increased by the estimated value of vacant space, minus direct costs, divided by the investment value of the portfolio +including transaction costs), excluding development projects and assets held for sale. +6. Legal ratio calculated in accordance with the legislation on RRECs, such as financial and other debt divided by total assets. +7. Including bank margins. +8. See chapter ‘Financial resources management’ on page 87. +29 +SECTION 4  I  MANAGEMENT REPORT  I  KEY FIGURES  I +The secret animal #1 is a "giraffe". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_32.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_32.txt new file mode 100644 index 0000000000000000000000000000000000000000..fbc1cad2b70bb74b1d03c54a5dd5dd58b2c81573 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_32.txt @@ -0,0 +1,58 @@ +Q1 +january +Belgium +Provisional acceptance of a nursing and +care home in Grimbergen (Flemish Bra - +bant). Disposal of the Mercurius 30 office +building (Brussels periphery) for approx - +imately 6 million EUR. +Financing +Refinancing of a 90 million EUR credit line +maturing at the end of January 2023 to +bring its maturity to 2030. Subscription +of an IRS for 75 million EUR for the years +2026-2029. +february +France +Provisional acceptance of a nursing and +care home in Villers-sur-Mer (Normandy). +The Netherlands +Provisional acceptance of a nursing and +care home in Hilversum (North Holland). +Finland +Provisional acceptance of a nursing and +care home in Kuopio. +ESG +Inclusion in the new Euronext BEL ESG index. +march +Belgium +Disposal of the Georgin 2 office building +(Brussels decentralised) for approximately +29 million EUR. +Germany +Entry into scope of a healthcare site in +Kaarst (North Rhine-Westphalia). Entry into +scope of a healthcare site in Viersen (North +Rhine-Westphalia). +Spain +Construction of a nursing and care home +on a plot of land previously acquired in Dos +Hermanas (Andalusia) for approximately +12 million EUR (plot of land + works). +Financing +New 18 million EUR bilateral credit line +maturing in 2030. +ESG +Ranking within the Top 500 in the Gender +equality global report & ranking on a total +of 4,000 companies assessed. Standard +Ethics confirmed Cofinimmo’s EE+ rating +(on a scale going from EEE to F), which the +company has since 2015. +Transactions & +achievements +in 2023 + X Nursing and care home Villa Batavia - +Grimbergen (BE) +30 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_33.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_33.txt new file mode 100644 index 0000000000000000000000000000000000000000..08fe3ca93439b68f81b505a4cf148fd94d1403d8 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_33.txt @@ -0,0 +1,67 @@ +Q2 +april +Belgium +Disposal of a mixed-use site located +Woluwelaan 151 (Brussels periphery) for +approximately 10 million EUR. +Finland +Provisional acceptance of the second +part of a nursing and care home in +Kuopio. Provisional acceptance of a +nursing and care home in Raisio. +Financing +Signature of the extension for 210 million EUR +of the sustainability-linked syndicated loan +for one additional year to bring its matu - +rity to 19.05.2028, with no impact on credit +spreads. +ESG +Inclusion in the Financial Times’ Europe’s +500 Climate Leaders for 2023 (only Belgian +real estate company among 27 European +real estate companies). +may +Belgium +Granting of a 99-year leasehold right on +the office building located rue de la Loi/ +Wetstraat 57 (Brussels’ CBD) for approxi - +mately 36 million EUR. +The Netherlands +Acquisition of medical office building +in Sittard (Limburg) for approximately +5 million EUR. +june +Belgium +Signature of a private agreement relat - +ing to the granting of a 99-year leasehold +right on the Science/Wetenschap 41 office +building (Brussels’ CBD) for approximately +12 million EUR. Signature of a private agree - +ment relating to the divestment of the +Brand Whitlocklaan 87-93 office building +(Brussels decentralised) for approximately +12 million EUR. The closing took place at the +end of August. Disposal of the Woluwe 58 +office building (Brussels decentralised) for +approximately 12 million EUR. Acquisition +of the Loi/Wet 89 office building (Brussels’ +CBD) for approximately 7 million EUR. +Finland +Provisional acceptance of a nursing and +care home in Helsinki. +Financing +Capital increase through optional divi - +dend. A total of 31 % of the 2022 dividend +coupons were contributed to the capital +against new shares. This resulted in the +issue of 599,974 new shares for a total +amount of 44.3 million EUR. Subscription of +an IRS for 100 million EUR for 2026. +ESG +Two new BREEAM In-Use certifications for +nursing and care homes in Spain, one Very +Good and one Excellent. + X Aerial view of a nursing and care home - Helsinki (FI) + X Medical office building - Sittard (NL) +31 +SECTION 4  I  MANAGEMENT REPORT  I  TRANSACTIONS & ACHIEVEMENTS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_34.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_34.txt new file mode 100644 index 0000000000000000000000000000000000000000..eef0b66a3eb873b9b5d3520a7ab9d7b0b71f4a6e --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_34.txt @@ -0,0 +1,84 @@ +Q3 +july +Belgium +Provisional acceptance of a nursing and +care home in Oudenburg (West Flanders). +Acquisition of a nursing and care home in +Oupeye (Liège/Luik) through a contribu - +tion in kind of all the shares of the com - +pany owning the site for approximately +30 million EUR. In this context, 400,472 new +shares were issued. +Spain +Construction of a nursing and care home +on a plot of land previously acquired in +Valladolid (Castille and Leon) for approxi - +mately 14 million EUR (plot of land + works). +Ireland +Acquisition of a nursing and care home +in Limerick through a contribution in kind +of the receivables resulting therefrom for +approximately 7 million EUR. In this context, +101,495 new shares were issued. +Financing +Subscription of three new IRS for +50 million EUR each, in order to increase its +hedging for the year 2026 (100 million EUR) +and the years 2028-2030 (50 million EUR). +ESG +Two new BREEAM In-Use certifications for +office buildings in Brussels, one Good and +one Very Good. +august +Belgium +Signature of a private agreement relating +to the disposal of the Nerviens/Nerviërs 105 +office building (Brussels’ CBD) for approx - +imately 20 million EUR. The notorial deed +was signed at the end of August 2023. +ESG +New BREEAM In-Use Excellent certification +for a nursing and care home in Spain. +september +Belgium +Divestment of one nursing and care +home in Balen (province of Antwerp) +and one in Aartselaar (Antwerp) for +approximately 31 million EUR. +France +Cofinimmo becomes the majority share - +holder in a property company ‘SCI Foncière +CRF’, following the increase of its stake in the +capital of this property company created +by the French Red Cross by 13 million EUR. +The Netherlands +Construction of an eco-friendly nursing +and care home in Vlijmen (North Bra - +bant) for approximately 9 million EUR (plot +of land + works). +Spain +Provisional acceptance of a nursing and +care home in Tarragona (Catalonia). +Financing +Consolidation of a 72 million EUR credit line +maturing in 2030 deriving from the con - +solidation of the property company ‘SCI +Foncière CRF’. Subscription of an IRS +for 75 million EUR covering the years +2028-2030. +ESG +Received for the tenth consecutive year a +Gold award for the application of the EPRA +Sustainability Best Practices Recommen - +dations in the 2022 annual financial report +and a Gold award for the application of +the EPRA Sustainability Best Practices Rec - +ommendation.s in the 2022 ESG Report. +S&P Global CSA score for 2023 confirmed +at 54/100. + X Nursing and care home - Kuopio (FI) + X Render of the future nursing and care +home - Valladolid (Castile & León - ES) +32 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +The secret animal #2 is a "penguin". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_35.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_35.txt new file mode 100644 index 0000000000000000000000000000000000000000..6494cfa7a42148f13d177f196cd3f902f8240694 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_35.txt @@ -0,0 +1,68 @@ +Q4 +october +Financing +Capital increase in cash via accelerated +bookbuilding. The gross amount of the +capital increase amounted to approxi - +mately 167 million EUR, for which 2,785,805 +new shares were issued. Refinancing of a +50 million EUR credit line maturing at the +end of January 2024 to bring its matu - +rity to 2029. Extension of two credit lines +for a total amount of 90 million EUR for +one additional year to bring its maturity +to 2028. +Germany +Acquisition of to an eco-friendly healthcare +campus in Viersen (North Rhine-West - +phalia) for 5 million EUR. +ESG +Improvement of the ‘standing investment +score GRESB Real Estate Assessment’ +to 77/100 for 2023. Improvement of the +rating granted by Sustainalytics to 11.1. +november +France +Completion of the disposal of the port - +folio of insurance agencies leased to +the French group MAAF (Cofinimur I) and +which was launched in September 2021. +Financing +Extension of two credit lines for a total +amount of 25 million EUR for one additional +year, brining its maturity to 2034. +december +Belgium +Signature of a notary deed relating to +the granting of a 99-year leasehold right +on a nursing and care home in Walshoutem +(Flemish Brabant) for approximately +11 million EUR. Provisional acceptance of a +nursing and care home in Juprelle (Liège/ +Luik). Divestment of a nursing and care +home in Ransart (Hainaut) for 2 million EUR. +Signature of a notarial deed relating to +the granting of a 99-year leasehold right +on the office buildings located Stations - +straat 100, 102-108 and 120 in Mechelen/ +Malines (Antwerp) for approximately +27 million EUR. Divestment of four assets +in the Park Hill office building complex in +Brussels periphery, the Hermann-Debroux +44-46 office building and full ownership of +the Everegreen office building in the Brus - +sels decentralised area, for approximately +60 million EUR. +France +Signing of sales agreements relating to +two healthcare sites in Sartrouvllle (Île- +de-France) and Jurançon (Pyrénées- +Atlantiques) for 5 million EUR. +Financing +Subscription of an IRS for 200 million EUR +covering the years 2029-2030. +Group +40th anniversary of the group. + X Nursing and care home - Tarragona (Catalonia - ES) +33 +SECTION 4  I  MANAGEMENT REPORT  I  TRANSACTIONS & ACHIEVEMENTS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_36.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_36.txt new file mode 100644 index 0000000000000000000000000000000000000000..553539436b2db32072f7810f9204834b9f1672ff --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_36.txt @@ -0,0 +1,5 @@ +caring, living, +working +-Together in Real Estate - +34 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_37.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_37.txt new file mode 100644 index 0000000000000000000000000000000000000000..b35b66fdad45eea8590d09ac19e7f7947a0d227c --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_37.txt @@ -0,0 +1,24 @@ +75 % +caring +To be a leading European +healthcare REIT with a +top quality portfolio, also +participating in innovative real +estate concepts addressing +healthcare challenges +7 % +living +An opportunity-seeking +approach with long-term +income +18 % +working +Creating value through +capital recycling +A portfolio exceeding +6.2 billion EUR managed +from Brussels, Paris, Breda, +Frankfurt and Madrid. +Breakdown of the consolidated portfolio +35 +SECTION 4  I  MANAGEMENT REPORT  I  CARING, LIVING, WORKING - TOGETHER IN REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_38.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_38.txt new file mode 100644 index 0000000000000000000000000000000000000000..ec7029d67024a2c59a16c48ce47f35c89c0c7527 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_38.txt @@ -0,0 +1,3 @@ +caring +36 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_39.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_39.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a09f9030ffb6a0a1199404da34dd3bcbeaad2c8 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_39.txt @@ -0,0 +1,12 @@ +To be a leading European +healthcare REIT with +a top quality portfolio, +also participating in +innovative real estate +concepts addressing +healthcare challenges +caring + X Nursing and care home Neo -Rocourt (BE) +37 +SECTION 4  I  MANAGEMENT REPORT  I  CARING  I +The secret office supply is a "calculator". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_4.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_4.txt new file mode 100644 index 0000000000000000000000000000000000000000..fb8c8f08fa598316d9d8234c15219e9767bd10d1 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_4.txt @@ -0,0 +1,31 @@ + X Nursing and care home – Raisio (FI) +About +Cofinimmo +The pandemic that the world has been +experiencing in recent years has highlighted the +importance of the healthcare sector for each and +every one of us. Through its investments, +Cofinimmo is actively participating in the +operation, maintenance, expansion and renewal +of the healthcare property portfolio in Europe. +Cofinimmo has been acquiring, developing and managing rental properties for 40 years. +The company has a portfolio spread across Belgium, France, the Netherlands, Germany, +Spain, Finland, Ireland, Italy and the United Kingdom with a value of approximately +6.2 billion EUR. Responding to societal changes, Cofinimmo’s mission is to provide +high-quality care, living, and working spaces to partner-tenants that directly benefit +their occupants. +‘Caring, Living and Working - Together in Real Estate’ is the expression of this mission. +Thanks to its expertise, Cofinimmo has assembled a healthcare real estate portfolio +of approximately 4.7 billion EUR in Europe. +As an independent company applying the highest standards of corporate governance +and sustainability, Cofinimmo offers tenant services and manages its portfolio through +a team of approximately 155 employees in Brussels, Paris, Breda, Frankfurt and Madrid. +Cofinimmo is listed on Euronext Brussels (BEL20) and benefits from the REIT status in +Belgium (RREC), France (SIIC) and the Netherlands (FBI). Its activities are supervised +by the Financial Services and Markets Authority (FSMA), the Belgian regulator. +Fair value of the porfolio on 31.12.2023 +6.2 billion EUR +Cofinimmo is active in +9 countries +2 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_40.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_40.txt new file mode 100644 index 0000000000000000000000000000000000000000..8cd155bad9473ab6f8b401e85658ac49e7ecb90b --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_40.txt @@ -0,0 +1,28 @@ +Highlights +75 % +of the consolidated portfolio +99.4 % +Occupancy rate +30,500 +Number of beds +316 +Number of assets +5.6 % +Gross rental yield +286 million EUR +invested in 2023 +152 kWh/m² +Annual energy intensity of +the covered segment +4.7 billion EUR +Fair value of the portfolio + 1,860,000 m2 +Surface area +18 +Buildings with +BREEAM certification +15 years +Weighted average +residual lease length +38 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_41.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_41.txt new file mode 100644 index 0000000000000000000000000000000000000000..c453152e51715af747ff5046943ed7a511dd3a87 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_41.txt @@ -0,0 +1,30 @@ +18 +Buildings with +BREEAM certification +Cofinimmo is a leading investor +in healthcare real estate in +Europe with a portfolio spread +over nine countries and +consisting of 316 assets that +cover the full spectrum of care, +from primary to acute care and +skilled nursing facilities. The group +intends to further strengthen this +position in the coming years. +36 % +Belgium +15 % +France +11 % +The Netherlands +19 % +Germany +19 % +Others* +* ES 8 % - FI 3 % - IE 2 % - IT 5 % - UK 1 % +Breakdown of the healthcare portfolio +by country (at fair value - in %) + X Healthcare campus - Kaarst (DE) +39 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +The secret vegetable is "cauliflower". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_42.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_42.txt new file mode 100644 index 0000000000000000000000000000000000000000..b121912fed3f956af5b3fd88a043cc09d5151ef8 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_42.txt @@ -0,0 +1,101 @@ +Segment characteristics1 +The healthcare real estate segment is characterised by +strong growth potential, a favourable regulatory environment +and long-term leases with specialised operators. However, it +should be noted that the nine countries in which the company +is active are at different stages of development. +On the investment side, healthcare assets have been increasingly +popular first in Belgium and France, and, a few years after, in +other European countries, like Germany and the United Kingdom. +More recently, the same phenomenon was observed in Spain, +Italy, the Netherlands and Ireland, resulting in a compression of +initial real estate yields in recent years. +Strong growth potential +Demographic trends and changes in lifestyles : +an ageing population and a growing need for specialised +care facilities +Population ageing is a growing evolution in most European coun - +tries. In Europe, the proportion of people aged 65 and over should +reach 29 % of the total population by 2050 and people aged 80 +and over should reach 11 % of that same population. +According to current projections, the proportion of the population +aged 65 and over will grow faster in Spain and Ireland than in +other European countries. As a result, the demand for care and +accommodation for dependent older people in these countries +is expected to grow faster than elsewhere in Europe over the +next few years. In Ireland, for example, bed capacity currently +reaches approximately 32,000 beds and is expected to increase +by around a third by 2030 to reach a level comparable with most +other Western European countries. +Although the number of independent seniors within this category +is increasing, population ageing will nevertheless be accompa - +nied by a considerable increase in the number of dependent +elderly. Consequently, this situation will lead to a greater need +for beds in specialised healthcare facilities. +It is estimated that by 2030-2035 approximately 35,000 addi - +tional beds will be necessary in Belgium to meet growing +demand. This number will reach 100,000 in France, 150,000 in +Spain and almost 160,000 beds in Germany and 600,000 in Italy, +with the latter having the lowest accommodation capacity in +Europe. In addition to these, there is also a large proportion of +outdated buildings to be rebuilt, estimated at between 10 % and +25 % depending on the geographies.. +In the United Kingdom, population over 85 is set to increase by +almost 25 % by 2030. The country would require an additional +200,000 beds in nursing and care homes by 2050 to reach a +capacity comparable to that of most other West European +countries. +1. Sources : Cushman & Wakefield, Degroof Petercam, Eurostat, ONS, Knight Frank, ABN Amro, Real Capital Analytics, CBRE. +2. See Orpea’s press release dated 20.03.2024. +Budgetary constraints : +a search for less costly solutions for society +At the same time, in the nine countries where Cofinimmo oper - +ates, healthcare expenditure accounts for a significant share of +GDP. This share ranks between 6.5 % and 13 %, depending on the +country. In a context of budget restrictions, the organisation of +care is subject to further rationalisation and private players are +increasingly taking over from the public sector in this segment. +New and more modern structures, more suitable for the needs +of the patients and less expensive, are created to respond to +this trend and generate a demand increase for healthcare real +estate financing. +Professional healthcare operators +There are three types of operators in the healthcare segment : +public operators, non-profit sector operators and private oper - +ators. The breakdown in market share between these various +players varies from one country to the other. +Belgium has the most balanced situation in the nursing and +care homes segment with each type of operator representing +one third of the market. Conversely, in other countries there is +a virtual monopoly, whether in the non-profit sector, as in the +Netherlands, or in the private sector, as in Ireland and the United +Kingdom, with approximately 80 % of beds. +Finally, Germany, France, Spain, Finland and Italy have inter - +mediary situations with private service providers representing +between approximately 19 % of beds in Italy and approximately +45 % of beds in Germany and Spain. +In the private sector, whether in Belgium or France, and more +recently in Germany and Spain, there is a move towards consol - +idation between operators to create groups on a European level. +The most striking example is the merger in 2014 of two French +operators Korian and Medica, followed by acquisitions in other +countries, which resulted in a group operating today approx - +imately 91,800 beds spread over 1,326 sites in seven countries. +Meanwhile, Korian has become a ‘company with a mission’ under +the new name Clariane. We should also mention the acquisi - +tion of Armonea by the French group Colisée in February 2019, +which led to a total of 383 sites in Europe for a total capacity +of 32,500 beds. +Consolidation provides operators with a better distribution of +risks, easier access to financing, more regular contact with the +public authorities and certain economies of scale. These clusters +are regularly financed by the sale of real estate thus creating +an appetite for healthcare real estate. +Situation of some healthcare operators +As a reminder, the investigations carried out in France in some +nursing and care homes of Orpea , a French operator active in +the care of elderly people recently rebranded as ‘Emeis’ 2, led to +the publication, in the spring of 2022, of several detailed reports, +both by the competent authorities and the operator in question. +40 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_43.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_43.txt new file mode 100644 index 0000000000000000000000000000000000000000..5423965ee3e71a170854126ea23e078cb6495f6d --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_43.txt @@ -0,0 +1,87 @@ +Since the summer of 2022, corrective actions relating to the +company’s operations and strong governance decisions – such +as the appointment of an almost completely overhauled exec - +utive committee and new directors – have been implemented. +These actions culminated in the restructuring plan ‘Orpea +changes with you and for you’. +The various stages 1 of an amicable conciliation procedure +resulted in the restructuring of Orpea’s financial debt, the obtain - +ing of new financial resources and the adjustment of its cove - +nants, within a stable and legally secure framework. Between the +4th quarter of 2023 and the 1 st quarter of 2024, Orpea 2 carried out +three capital increases for a total of approximately 3.8 billion EUR. +All of this should enable the group – in which the French state +now has a majority stake (50.81 %) via the Caisse des Dépôts +et Consignations (CDC) – to continue implementing its reor - +ganisation strategy, for the benefit of its employees, residents +and their families. In addition, on 16.02.2024, Orpea published an +annual revenue of 5.2 billon EUR for 2023, this is 11 % higher than +the previous year, as well as a +1.5 point average occupancy +rate growth compared to 2022. +As a reminder, Orpea represents 6 % of Cofinimmo’s rental income +at 31.12.2023 (Belgium 2.4 %, France 1.5 %). +In Germany, Cofinimmo was informed in the 1st quarter of 2023 that +three private nursing and care home operators, Curata, Convivo +and Novent, had filed for insolvency. Cofinimmo’s exposure to +these operators, as owner, is very limited (respectively less than +0.2 % of the contractual rents for Convivo and Novent and less +than 1 % of the contractual rents for Curata). In the meantime, +the competent court in Berlin has approved the termination of +Curata’s insolvency proceedings with effect from 30.09.2023. +This means that the new leases signed with the Curata group +(whose conditions are in line with the outlook) can now be con - +siderate as firm. They enable the operator to continue operating +three of the four sites owned by Cofinimmo and leased to the +Curata group. Regarding Novent, in November 2023 Cofinimmo +signed a new contract with the operator Noventus (now acquired +by Inter Pares), on terms in line with the outlook and with certain +elements still to be finalised. As far as Convivo is concerned, +Cofinimmo continues its constructive discussions to contribute, +on its own scale, to a solution for the site. +Regulatory environment +Healthcare financing is highly regulated given that the public +sector is involved. This is particularly the case for the nursing +and care homes. In Belgium and France for example, opening or +expanding a nursing and care home requires prior authorisation +to operate a given number of beds. This authorisation is issued +by the public authorities. As they finance up to 50 % of housing +and care costs, the number of authorisations granted per geo - +graphical area is limited in function of the needs of each area. +1. See Orpea’s press releases dated 26.10.2022, 15.11.2022, 01.02.2023, 13.02.2023, 14.02.2023, 08.03.2023, 13.03.2023, 24.03.2023, 28.06.2023, 13.07.2023, 24.07.2023, 26.07.2023, +11.10.2023, 13.11.2023, 06.12.2023, 15.12.2023, 22.12.2023, 18.01.2014 and 16.02.2024. +2. On 20.03.2024, Orpea has announced the rebranding of its name to ‘Emeis’. +Breakdown of the consolidated healthcare portfolio +by building age (as at 31.12.2023 - at fair value) +0-5 years 6-10 years 11-15 years > 15 years +35 +30 +25 +20 +15 +10 +5 +0 +29.9 % +25.2 % +22.4 % 22.4 % +286 million EUR +investments made in Europe in 2023 +25 +20 +15 +10 +5 +0 +20 +Average : 15 +8 +Weighted average residual lease length per +country until the first possible break option +(at 31.12.2023 - in years) +France Netherlands Other* Belgium Germany +17 +10 +16 +(* ES 20 – FI 16 – IE 13 – IT 7 – UK 33) +41 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_44.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_44.txt new file mode 100644 index 0000000000000000000000000000000000000000..40d7c252256adfbe251a4e5481fc7d726fa3316a --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_44.txt @@ -0,0 +1,114 @@ +Strategy implementation +Asset acquisitions +In due diligence reviews, in addition to the usual aspects of +technical quality, legality and environmental compliance, each +healthcare property studied by the group is also subject to a +rating related to its use as a healthcare asset. This rating is +based on various factors : +• catchment area : integration of the asset into its environment +and its role in the healthcare delivery chain ; +• intrinsic qualities : size of rooms and other areas, terrace or +garden, luminosity, functionality for residents/patients and +medical/care staff, etc. ; +• ESG : green spaces, building safety, climate risks, compliance +with regulatory requirements, soil status, energy efficiency and +GHG emissions, flooding risk, health and well-being. ; +• operator-tenant : experience level, care quality, reputation, +financial solidity, etc. ; +• location : vehicle access, public transport, level of local +taxes, etc. ; +• financial : rent level, duration of lease, etc. +• environment : presence of shops, pleasant view, standard +of living, complementary care offer in the surrounding area, +future demographics, etc. +(Re)development projects +Cofinimmo’s real estate expertise and integrated approach ena - +bles the company to support the growth of healthcare operators. +The services offered range from simple financing to larger-scale +projects which include design, construction and delivery of new +buildings. The group has an experienced team which includes +financial, technical, and legal expertise, and remains abreast of +the latest developments in healthcare real estate. +(Re)development activity enables Cofinimmo to carry out other - +wise inaccessible projects, retain operator-tenants, ensure that +appropriate levels of asset quality are maintains, and create +overall value. +Proximity to clients +Cofinimmo endeavours to build close and sustainable +relationships with its tenants to ensure client satisfaction +and loyalty (see the section ‘Stakeholder dialogue as driver +force for transition’). Property management is internalised +and carried out by Cofinimmo’s operational teams. The tech - +nical teams, made up of industrial and civil engineers, archi - +tects and interior designers, supervise the renovation work. +The accounting teams prepare the rental and tax statements. +The management teams maintain commercial dialogue and +monitor the application of leases. The legal department draws +up the rental contracts and monitors any disputes. +Asset arbitrage +For several years now, Cofinimmo has followed a selective asset +arbitrage policy for its most mature markets, such as Belgium +and France. The policy consists of selling non-strategic assets +and reinvesting the funds in other assets which better match +the group’s priorities. This enables the company to take advan - +tage of certain investors’ growing appetite for this type of asset, +while optimising the composition of its portfolio. +X ESG +Cofinimmo intends to fully carry out its social and environ - +mental responsibilities. +When acquiring an asset, Cofinimmo considers factors such +as soil pollution, the presence of asbestos, the location, and +the risk of flooding. In the countries in which it operates +and for this segment, legislation on energy performance +targets is increasingly restrictive. Therefore, Cofinimmo sys - +tematically considers the energy performance and the life +cycle of a building and implements a long-term strategy by +examining its projects, usually 30 years into the future, which +is a sign of real partnership with operators. A risk analysis is +conducted within the framework of each acquisition case file. +The management of (re)development projects in health - +care real estate, the decisions and actions taken by +Cofinimmo have a significant impact on the sustainability +of assets. Firstly, because Cofinimmo, by developing tai - +lor-made, innovative and comfortable buildings, endeav - +ours to best meet the changing accommodation and care +needs of vulnerable or dependent people. Secondly, because +Cofinimmo favours the use of modern techniques and sus - +tainable materials to reduce the carbon footprint of the +buildings constructed. Finally, because Cofinimmo ensures +the proper integration of buildings in the neighbourhood, +by paying specific attention to the diversity of healthcare +sites and to aesthetics. +In this context, BREEAM certifications ensure a very high level +of sustainability. For example, August 2023, a nursing and +care home in Sarriguren (Navarre, Spain) received a BREEAM +In-Use excellent certification. In addition, the nursing and +care care home in Tarragona (Catalonia, Spain), whose +provision acceptance took place in the third quarter of 2023, +received a BREEAM New Construction Excellent certification +in November 2022. +On the other hand, Cofinimmo has moderate influence in +projects developed by operators. In that case, Cofinimmo +acts more as an adviser in the area of sustainable con - +struction, seeking innovative solutions making the gradual +improvement of the property portfolio possible, at a pace +and in line with budgets that are acceptable to operators. +Energy performance certification is completed systemati - +cally in order to objectively measure the portfolio evolution. +Cofinimmo’s influence in terms of sustainability in the day- +to-day management of healthcare assets is rather indirect. +Here, the majority of the assets are managed largely auton - +omously by operators-tenants, who decide in particular on +the type of upkeep and maintenance works to be carried +out. Nevertheless, Cofinimmo endeavours to automatically +include the data relating to the energy and water consump - +tion of buildings in the environmental accounting system in +order to raise awareness among operators. As medical office +buildings are under Cofinimmo’s operational control, it ena - +bles more in-depth consumption analysis and monitoring. +The main criteria used to make a divestment decision include +the asset size, age, location, operations, energy performance +and residual lease length. +42 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret animal #4 is a "cow". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_45.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_45.txt new file mode 100644 index 0000000000000000000000000000000000000000..05346032f0802cabe643413c5ce25dcc59a2519f --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_45.txt @@ -0,0 +1,60 @@ +Healthcare system + Supra-Regional + Regional + Local community +Regulators +Govt. +Hospitals +Medical +Colleges +Rural +Hospitals +Multi-Speciality +ClinicsPrimary +Healthcare +Diagnostic +Centres +General +Practioners Pharmacies +Home +Care +Blood +Banks +Nursing Homes +Small Private +Hospitals +Rehab +Clinics +Super-Speciality +Hospitals +Multi-Speciality +Hospitals +Insurance +Sub­segment Share in the +healthcare +real estate +portfolio +Facility type Year of entry +2005 +2008 +2012 +2014 +2019 +2020 +2021 +2021 +2021 +Cure centres 14 % +Acute care clinics +Rehabilitation clinics +Psychiatric clinics +Primary care 3 % Medical office buildings +Care centres 81 % +Nursing and care homes +Assisted living +Disabled care facilities +Others 2 % Mainly sport & wellness centres +Breakdown of the portfolio by type of asset +(as at 31.12.2023 - based on a fair value of 4,666 million EUR - in %) +43 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_46.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_46.txt new file mode 100644 index 0000000000000000000000000000000000000000..bb44ba15a67cd7acf8bb7022003f3ae4049aed7a --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_46.txt @@ -0,0 +1,103 @@ +Committed investment programme in healthcare real estate +Project Type +(of works) +Number +of beds +Surface +area +(in m2) +Estimated +completion +date +Total +invest­ +ments +Total +invest ­ +ments +as at +31.12.2023 +Total +invest­ +ments +in 2024 +Total +invest­ +ments +after +2024 +(after works) (x 1,000,000 EUR) +ONGOING DEVELOPMENT PROJECTS +Belgium +Genappe Construction of a nursing and care home 112 6,000 Q3 2025 19 13 1 5 +Marche-en-Famenne Renovation and extension of a nursing +and care home +120 7,600 Q4 2024 8 7 1 0 +France +Fontainebleau Redevelopment of a nursing and care home 1001 6,500 Q2 2024 17 15 2 0 +The Netherlands +Vlijlmen Construction of a care clinic 30 2,100 Q1 2025 9 3 5 1 +Hoogerheide2 Construction of a nursing and care home 138 7,400 Q1 2024 26 26 0 0 +Spain +Palma de Mallorca +(Balearic Islands) +Construction of a nursing and care home 157 7,000 Q4 2025 16 12 3 1 +Alicante (Valencia) Construction of a nursing and care home 150 7,300 Q2 2024 14 14 0 0 +Oviedo (Asturias) Construction of a nursing and care home 144 6,500 Q3 2025 12 9 2 1 +Elche2 (Valencia) Construction of a nursing and care home 150 6,000 Q1 2024 8 8 0 0 +Castellón de la Plana (Valencia) Construction of a nursing and care home 136 5,900 Q4 2024 12 10 2 0 +Córdoba (Andalusia) Construction of a nursing and care home 162 7,300 Q2 2025 15 8 6 1 +Murcia (Murcia) Construction of a nursing and care home 150 6,700 Q2 2024 14 14 0 0 +Tomares (Andalusia) Construction of a nursing and care home 180 8,400 Q3 2024 13 10 3 0 +Ourense (Galicia) Construction of a nursing and care home 116 5,200 Q2 2025 +23 10 9 4Santa Cruz de Tenerife +(Canary Islands) +Construction of a nursing and care home 124 5,700 Q4 2025 +Maracena (Andalusia) Construction of a nursing and care home 180 9,100 Q3 2025 13 5 6 2 +Dos Hermanas (Andalusia) Construction of a nursing and care home 135 7,700 Q4 2025 12 3 7 2 +Valladolid (Valladolid) Construction of a nursing and care home 160 8,100 Q2 2025 14 3 9 2 +El Cañaveral3 (Madrid) Construction of a nursing and care home 165 7,000 Q4 2025 15 0 11 4 +Finland +Rovaniemi Construction of a nursing and care home 56 3,500 Q2 2024 9 7 3 0 +SUB­TOTAL INVESTMENT PROPERTIES 270 180 69 21 +Germany +North Rhine-Westphalia Development of 5 eco-friendly healthcare +campuses +680 62,000 2024-2025 188 12 162 14 +Spain +Vicálvaro (Madrid) Construction of a nursing and care home 132 5,500 Q2 2024 11 7 3 0 +Jaén (Andalusia) Construction of a nursing and care home 160 6,700 Q2 2024 10 8 2 0 +TOTAL INVESTMENT PROPERTIES, NON­CURRENT FINANCIAL ASSETS, +FINANCE LEASE RECEIVABLES AND ASSOCIATES +479 207 237 35 +Diversification +Cofinimmo actively seeks to diversify its portfolio, which takes +place at three levels : +• by country : the group currently holds healthcare assets in +Belgium, France, the Netherlands, Germany, Spain, Finland, Italy, +Ireland and the United Kingdom ; +• by operator-tenant : Cofinimmo has more than 70 healthcare +operators in its client-tenant database ; +• by asset type : the group’s healthcare real estate portfolio +includes nursing and care homes, assisted-living units, reha - +bilitation clinics, psychiatric clinics, medical office buildings, +care centres for the elderly or the disabled, acute care clinics, +and sport and wellness centres. +This diversification ensures that the group is not too dependent +on any given financing or social security system. +Follow-up of the financial and environmental +performance of acquired sites +Cofinimmo receives financial data reports from its operators +for each site periodically. This enables Cofinimmo to assess the +financial sustainability of each operation and, including the rent +hedging by the operational cash flow (‘EBITDAR’) generated by +the site. A comparison of the prices paid by residents/patients +for housing and by the authorities for care services enables the +ranking of each operation compared to similar sites, and provides +an evaluation of the risk associated with acquiring new units. +1. Corresponding to 90 beds and 10 day-care units. +2. Project delivered after 31.12.2023, see section ‘Events after 31.12.2023’. +3. Project announced after 31.12.2023, see section ‘Events after 31.12.2023’. +44 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret drink is a "smoothie". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_47.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_47.txt new file mode 100644 index 0000000000000000000000000000000000000000..3240343862ad2f7343769c8218e4cc35b7efbf75 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_47.txt @@ -0,0 +1,79 @@ +With the agreement of the operators, Cofinimmo receives regular +environmental data. This allows Cofinimmo to evaluate energy +performance and assess the risk of possible decarbonisation. +The energy intensity by country is available in the section ‘EPRA +performance Indicators’. +In addition, Cofinimmo collects available data on the perfor - +mance of the healthcare operators and compares them with +its database and with market data when available. Data from +operators and specialist healthcare consultants and observations +made by Cofinimmo are compiled throughout the year. These +data are then validated during the summer of the following year +(the data presented below for 2023 are therefore preliminary +estimates to be confirmed next summer). +The underlying occupancy rate applies to the majority of care +centres and cure centres, which accounted for nearly 95 % of +Cofinimmo’s healthcare properties at the end of 2022 (see +universal registration document 2022 pages 39 and 43). For +the relevant assets in the countries and operators for which +Cofinimmo was able to collect and use the data (see scope +coverage in the table below), the underlying occupancy rates +already reached 84 % (or more) at the end of 2022, showing a +serious improvement compared to the 2021 level affected by +COVID-19. For 2023, Cofinimmo expects most countries to be +above 90 %, with Germany below this level. +For illustrative purposes, Cofinimmo has added market data +from the various sources available (in Germany they are not +available every year, and in Italy they are non-existent). +Cofinimmo would like to take this opportunity to thank its oper - +ators for their efforts over the last few years, which have been +challenging, and pointed out that reporting by operators would be +simplified if all owners would harmonise their reporting require - +ments. Cofinimmo intends to work in this direction in order to +establish industry standards. +Within this framework, of the relevant healthcare property sites +is shown in the table below : +The updated figures for 2023 will be published in principle on +26.07.2024, in the half-year press release. +Country Occupancy rate +Market data1 Cofinimmo’s relevant portfolio2 Scope coverage3 +2021 2022 2023 20214 20224 20235,6 2021 2022 20236 +Belgium 90 % 89 % n.a.7 87 % 92 % 93 % 98 % 100 % 100 % +France 89 % 87 % n.a.7 89 % 91 % 91 % 91 % 92 % 93 % +The Netherlands 93 % 95 % n.a.7 n.a. 94 % n.a.7 n.a. 34 % n.a.7 +Germany 88 % n.a.8 n.a.7 85 % 85 % 84 % 100 % 100 % 100 % +Spain 88 % 91 % n.a.7 84 % 92 % 93 % 100 % 100 % 100 % +Finland 88 % 87 % n.a.7 n.a.9 95 % 99 % n.a.9 100 % 100 % +Ireland 83 % 84 % n.a.7 92 % 93 % 94 % 100 % 100 % 100 % +Italy n.a.8 n.a.8 n.a.7 59 % 84 % 97 % 100 % 100 % 100 % +United Kingdom 79 % 83 % 86 % 94 % 96 % 97 % 100 % 100 % 100 % +TOTAL 86 % 90 % 91 % 98 %10 94 % 99 %10 +1. Sources : : public authorities, parastatal organisations, sectorial organisations, brokers, internal business intelligence. Financial occupation rate (based on number of +days billed to residents) for Belgium and France, physical occupation rate for other geographies. +2. Weighted average, computed on a sample composed of assets relevant for this operational KPI (most type of cure or care assets (see p. 39 & 43 of 2022 universal +registration document), beyond ramp-up, excluding assets in end of operating life, newly acquired or delivered, in restructuration or development). +3. % of relevant assets for which data have been collected compared to total relevant assets in term of contractual rent. +4. Information mostly based on financial occupation rates. +5. Estimates based on spot observations or other intelligence, actual annual average available during the summer of the following year. For the UK, full year data set +already available. +6. On a like-for-like basis with 2022 relevant portfolio. +7. Data set in the process of being collected and/or completed. +8. Unavailable information (e.g. : German market occupation rate available every two years). +9. Only one new build asset still in ramp up phase. +10. Excluding countries without data set. +Breakdown of the healthcare portfolio +by operator-tenant (as at 31.12.2023 - based on +contractual rents of 261 million EUR - in %) + 53.3 % +Others + 20.8 % +Clariane + 11.5 % +Colisée + 8.0 % +Orpea 1 + 6.4 % +DomusVi +1. On 20.03.2024, Orpea has announced the rebranding of its name to ‘Emeis’. +45 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_48.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_48.txt new file mode 100644 index 0000000000000000000000000000000000000000..3484b7d37ea731b0b772ecd77d66f5e1f84176c1 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_48.txt @@ -0,0 +1,104 @@ +A vast and +qualitative +European portfolio +France +15 % +of the portfolio +321,000 m² +Surface area +99.6 % +Occupancy rate +57 +Sites in operation +5,200 +Beds +Belgium +36 % +of the portfolio +612,000 m² +Surface area +100 % +Occupancy rate +90 +Sites in operation +10,900 +Beds +Germany +19 % +of the portfolio +407,000 m² +Surface area +97.6 % +Occupancy rate +59 +Sites in operation +6,200 +Beds +The Netherlands +11 % +of the portfolio +201,000 m² +Surface area +99.1 % +Occupancy rate +51 +Sites in operation +1,400 +Beds +Spain +8 % +of the portfolio +156,000 m² +Surface area +100 % +Occupancy rate +25 +Sites in operation +3,900 +Beds +Finland +3 % +of the portfolio +36,000 m² +Surface area +100 % +Occupancy rate +15 +Sites in operation +690 +Beds +United Kingdom +1 % +of the portfolio +10,200 m² +Surface area +100 % +Occupancy rate +3 +Sites in operation +200 +Beds +Italy +5 % +of the portfolio +76,000 m² +Surface area +100 % +Occupancy rate +8 +Sites in operation +1,300 +Beds +Ireland +2 % +of the portfolio +42,000 m² +Surface area +100 % +Occupancy rate +8 +Sites in operation +550 +Beds +46 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_49.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_49.txt new file mode 100644 index 0000000000000000000000000000000000000000..d641eab27b5a42fefce34b3dcd34d7e494f1a5fa --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_49.txt @@ -0,0 +1,3 @@ +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +47 +The secret object #3 is a "bowl". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_5.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_5.txt new file mode 100644 index 0000000000000000000000000000000000000000..2d88df94765407bde9d0bb5edf9e5167e3a3e3ce --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_5.txt @@ -0,0 +1,22 @@ +Belgium +France +The Netherlands +Germany +Spain +Finland +Ireland +Italy +United Kingdom +* For many years, Cofinimmo has used Alternative Performance Measures (APM) in its financial communications, within the meaning of the +guidelines issued on 05.10.2015 by ESMA (European Securities and Market Authority). Some of these APM are recommended by the European +Public Real Estate Association (EPRA), while others have been defined by the sector or by Cofinimmo in order to provide the reader with a +better understanding of its results and performance. The APM included in this universal registration document are identified by an asterisk (*). +The performance indicators that are defined by IFRS rules or by law are not considered as APM. Neither are indicators that are not based on +income statement or balance sheet items. APM are defined, commented on and reconciled with the most relevant item, total or subtotal in +the financial statements for this purpose in Note 48 to the consolidated financial statements included in this universal registration document. +The definitions of APM may differ from those of other concepts with the same name in the financial statements of other companies. +7.07 EUR/share +Net result of core activities - group part - +per share* (or EPRA Result*) +3 + I  ABOUT COFINIMMO  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_50.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_50.txt new file mode 100644 index 0000000000000000000000000000000000000000..6e56e3eb7aed01cebdb3eed83f91d833f3f12920 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_50.txt @@ -0,0 +1,76 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITION + 1 Oupeye Nursing and care +home +2017/2020 10,400 116* beds + 43 +assisted-living +units +Orelia Triple +net +27 ± 30 +PROVISIONAL ACCEPTANCES + 2 Grimbergen Nursing and care +home +2023 5,600 82 Orelia +Zorg +Triple +net 27 ± 19 + 3 Oudenburg Nursing and care +home +2023 4,400 68 Clariane1 Triple +net +20 ± 11 + DISPOSALS + 4 Balen Nursing and care +home +2004 6,500 Armonea +± 31 + 5 Aartselaar Nursing and care +home +2006/2013 7,800 Clariane1 + 6 Walshoutem Nursing and care +home +2001/2012 6,800 89 + 20 +assisted-living +units +Anima +Care +± 11 +* Of which 5 day-care beds. +1. Previously known as Korian. +In Belgium, Cofinimmo holds investments properties in healthcare real estate +for a fair value of 1.7 billion EUR, 18 million EUR in participations in associates and +15 million EUR in finance lease. +Belgium +53 million EUR +investments in 2023 +2 +ongoing development projects +Achievements in 2023 + 1 + 2 + 3 + 4 5 + 6 +48 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_51.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_51.txt new file mode 100644 index 0000000000000000000000000000000000000000..78dbf7d5fd50b6e41c120e2aab63ab1d9cc5b988 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_51.txt @@ -0,0 +1,23 @@ +Nursing and care +home ­ Oupeye +In 2023, Cofinimmo acquired a recently +built nursing and care home in Oupeye +(province of Liège/Luik). Located in a green +area in the heart of the municipality, the +complex was built in 2017 and extended +with a new wing in 2020. It is operational +and combines modernity and conviviality. +It consists of a 111-bed nursing and care +home, 43 assisted-living apartments, as +well as 5 day-care beds, spread over +a total surface area of approximately +10,400 m². This modular and flexible site has +an excellent A-level energy performance. It +is amongst others equipped with 400 pho - +tovoltaic panels for electricity, a cogen - +eration system for heating, as well as two +rainwater harvesting tanks. + X Nursing and care home Bloemenhof - Oudenburg (BE) + X Nursing and care home Les Jardins d’Ameline - Oupeye (BE) +49 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_52.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_52.txt new file mode 100644 index 0000000000000000000000000000000000000000..7b4a2b4e1504fb78d74015d8ea4afecfe4e382c7 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_52.txt @@ -0,0 +1,67 @@ +In France, Cofinimmo holds investment properties in healthcare real estate +for a fair value of 690 million EUR, finance lease receivables for 20 million EUR +and 13 million EUR in participations in associates. +France +25 million EUR +investments in 2023 +1 +ongoing development project +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITION +CRF portfolio 6 aftercare and +rehabilitation clinics +(‘SSR’)1, two of which +are also active in +medical care, sur - +gery and obstetrics +(‘MCO’)2 +between 1998 +and 2019 +87,000 973 French Red +Cross +Double +net +9 ± 13 +PROVISIONAL ACCEPTANCE + 1 Villers-sur-Mer Nursing and care +home +2023 4,700 84 DomusVi Double +net +12 ± 14 +DIVESTMENTS + 2 Jurançon3 +2 healthcare sites +Orpea4 +± 5 + 3 Sartrouville Clariane5 +1. In France, SSR stands for cliniques de soins de suite et de réadaptation. +2. In France, MCO stands for médecine, chirurgie et obstétrique. +3. The closing of this transaction is foreseen in 2024. +4. On 20.03.2024, Orpea announced the rebranding of its name to ‘Emeis’. +5. Previously known as Korian. + 1 + 3 + 2 +50 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +The secret object #4 is a "pillow". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_53.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_53.txt new file mode 100644 index 0000000000000000000000000000000000000000..418cfc2449f4c08a70b8f83dfb81234b999ab5d9 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_53.txt @@ -0,0 +1,18 @@ +Nursing +and care home ­ +Villers­sur­Mer +In 2023, a nursing and care home was deliv- +ered in Villers-sur-Mer (Seine-Maritime). +This development project had been +announced in February 2021 and was part +of a larger portfolio consisting of five nurs - +ing and care homes. +The property is located on the Côte Fleurie, +a coastal urban area with several residen - +tial districts. The site is easily accessible +thanks to good road connexions. +It offers a total of 84 permanent beds on +a surface area of approximately 4,700 m². + X Nursing and care home - Villers-sur-Mer (FR) +51 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_54.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_54.txt new file mode 100644 index 0000000000000000000000000000000000000000..82fc589351cca718d015e449a628c89d6fb1a93e --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_54.txt @@ -0,0 +1,58 @@ + 1 + 3 + 2 +In the Netherlands, Cofinimmo holds a healthcare real estate portfolio for +a fair value of 504 million EUR. +The Netherlands +24 million EUR +investments in 2023 +2 +ongoing development projects +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITIONS + 1 Sittard +(Limburg) +Medical office +building +2023 1,700 n/a n/a Double +net +13 ± 5 + 2 Vlijmen +(North Brabant) +Construction of +a nursing and care +home +Ongoing 2,100 30 Martha +Flora1 +Double +net +15 ± 9 +PROVISIONAL ACCEPTANCE + 3 Hilversum +(North Holland) +Healthcare clinic 2023 5,500 n/a Tergooi Triple +net +20 ± 30 +1. Is now part of DomusVi. +52 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_55.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_55.txt new file mode 100644 index 0000000000000000000000000000000000000000..024d68d2c3f2824938c810fb581658432fc2dfe7 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_55.txt @@ -0,0 +1,24 @@ +Nursing and care +home ­ Vlijmen +In 2023, Cofinimmo acquired a plot of land +in Vlijmen (North Brabant) where an eco- +friendly nursing and care home will be +built. The new site will be located in a res - +idential area, close to shops and green +spaces and will be easily accessible. It will +also have a bicycle storage facility. +With a surface area of approximately +2,100 m² and 30 beds, the new nursing +and care home will partially address the +shortage of care capacity in the region. It +will also have a day-care unit. Modern and +sustainable materials with a long life cycle +and the most recent techniques (geo - +thermal energy, ample water buffering, +solar panels) will be used. Cofinimmo will +therefore aim for an A+++ energy perfor - +mance label for this site. + X Medical office building - Sittard (NL) + X Render of the future nursing and care home - Vlijmen (NL) +53 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_56.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_56.txt new file mode 100644 index 0000000000000000000000000000000000000000..8f3ebb1ae57d3da70abe94e51222514fded265e5 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_56.txt @@ -0,0 +1,67 @@ +1 +2+ +Germany +107 million EUR +investments in 2023 +5 +ongoing development projects +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITION + 1 Viersen +(North Rhine- +Westfalia) +Extension of +healthcare +campus +2023 2.,140 21 apartments Schönes +Leben +Gruppe +Dach und +Fach3 +25 ± 5 +PROVISIONAL ACCEPTANCES + 2 Kaarst +(North Rhine- +Westphalia) 2 healthcare +campuses 2023 +12,500 1071 units + +55 apartments +Schönes +Leben +Gruppe +Dach und +Fach3 25 ± 85 + 3 Viersen +(North Rhine- +Westphalia) +16,400 1052 units + +96 apartments +1. i.e. 92 beds and 15 day-care places. +2. i.e. 90 beds and 15 day-care places. +3. See glossary. +In Germany, Cofinimmo holds a healthcare real estate portfolio for +a fair value of 894 million EUR and 14 million EUR in associates (investments and +receivables). +1-3 +54 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_57.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_57.txt new file mode 100644 index 0000000000000000000000000000000000000000..1487e7d4439678d908c527d38be8a229d6310992 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_57.txt @@ -0,0 +1,19 @@ +Healthcare campus ­ +Kaarst +In 2023, a second eco-friendly healthcare +campus was delivered in Kaarst (North +Rhine-Westphalia). +With its wide range of services, the project +in Kaarst is designed as a environmen - +tally friendly healthcare campus (A-level +energy performance) and offers a variety +of care and living options for its residents. +‘Am Dreeskamp’ has a total surface area +of approximately 12,500 m² and offers +different services spread over 92 beds, +15 day-care places and 55 apartments. + X Healthcare campus Am Dreeskamp - Kaarst (DE) + X Healthcare campus Am Fritzbruch - Viersen (DE) +55 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +The secret animal #5 is a "squirrel". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_58.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_58.txt new file mode 100644 index 0000000000000000000000000000000000000000..088793c6f43bc18b18c5d76206ace8a2d9305273 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_58.txt @@ -0,0 +1,58 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITIONS + 1 Dos Hermanas +(Andalusia) +Construction of a nursing +and care home +Ongoing 7,700 135 Grupo +Reifs +Triple +net +30 ± 12 + 2 Valladolid +(Castile & León) +Construction of a nursing +and care home +Ongoing 8,100 160 Genesenior Triple +net +25 ± 14 +PROVISIONAL ACCEPTANCE + 3 Tarragona +(Catalonia) +Nursing and care home 2023 6,800 172 Clece Double +net +25 ± 15 + +Cofinimmo entered Spain in September 2019, where it already holds a healthcare +real estate portfolio for a fair value of 364 million EUR in investment properties, to +which 43 million EUR of finance lease receivables and 16 million EUR of +prepayments in non-current financial assets were added. +Spain +51 million EUR +investments in 2023 +16 +ongoing development projects + 1 + 3 2 +56 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_59.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_59.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae1f476708a6e48eb7d68a6dd706594857315b7f --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_59.txt @@ -0,0 +1,20 @@ +Nursing +and care home ­ +Dos Hermanas +In 2023, Cofinimmo started the construc - +tion of a new nursing and care home on +a plot of land acquired earlier in Seville +(Andalusia). The building will have a +total surface area of approximately +7,700 m² and will offer 135 beds. The centre +is located next to the Convention Centre of +Dos Hermanas, currently under construc - +tion, next to the new SE-40 expressway +and the new regional train station. For +this site, Cofinimmo foresees an A-level +energy performance and a BREEAM Excel - +lent certification. + XRender of the future nursing and care home - Dos Hermanas (Andalusia - ES) + XNursing and care home - Tarragona (Catalonia – ES) +57 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_6.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_6.txt new file mode 100644 index 0000000000000000000000000000000000000000..0048469a30f9e588baa27e21fca14de847a0e433 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_6.txt @@ -0,0 +1,54 @@ +Risk factors +Structure of risk factors +F.1 Risks associated with Cofinimmo’s activities +and sectors of activity + F.1.1 Economic context + F.1.1.1 Global context + F.1.1.2 Leasing market conditions in the group’s +operating segments + F.1.1.3 Investment market conditions in the group’s +operating segments + F.1.1.4 Interest rate volatility + F.1.1.5 Situation of some healthcare operators + F.1.2 Property portfolio + F.1.2.1 Negative change in the fair value of property + F.1.2.2 Investments subject to conditions + F.1.3 Customers + F.1.3.1 Concentration risk + F.1.3.2 Vacancy rate +F.2 Risks relating to Cofinimmo’s financial +position + F.2.1 Liquidity risk + F.2.2 Contractual obligations and legal parameters + F.2.3 Change in the group’s public financial rating + F.2.4 Risks arising in the event of a change of control +F.3 Legal and regulatory risks + F.3.1 RREC, FIIS, SIIC and SOCIMI regimes + F.3.2 Changes in social security schemes + F.3.3 FBI regime + F.3.4 Preventive double taxation agreement between +Belgium and France +F.4 Risks relating to internal control +F.5 Environmental, social and governance risks + F.5.1 Building sustainability + F.5.2 ESG and sustainability transparency +Following the 21.07.2019 entry into force of the European Parliament and +Council’s Regulation (EU) 2017/1129 of 14.06.2017, known as the ‘Prospectus’ +Regulation, in particular its provisions for the presentation of risk factors, this +section includes only the specific and most significant risk factors faced +by the Cofinimmo group. The inclusion of each risk factor is based on +the probability of its occurrence and the estimated impact on the group. +Relevant risk factors are grouped into categories (numbered F.1 through +F.5) and sub-categories (numbered F.1.1.1 through F.5.2), they are ranked +according to their nature, the most significant risks being listed first within +each category. The numbering of the risk factors makes it easier to refer +from one factor to another and identify possible interdependencies. +The quantified impacts of the various risk factors can be interpreted +in light of the group’s 2023 financial results : it is recalled that the group +generated a net result - group share of -55 million EUR and a net result +from core activities - group share* of 241 million EUR. The group had net +assets of 3,623 million EUR (i.e. 98.61 EUR per share), a 43.8 % debt-to- +assets ratio, and contractual rents of 355 million EUR as at 31.12.2023. +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +4 +The secret flower is a "daisy". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_60.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_60.txt new file mode 100644 index 0000000000000000000000000000000000000000..09b752a54a9d0ea1c1a15316fbb8ebf600cdc92a --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_60.txt @@ -0,0 +1,65 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface area +(in m2) +Number +of beds +Operator­ +tenant +Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +PROVISIONAL ACCEPTANCES + 1 Kuopio Nursing and care home 2023 4,200 75 Nonna +Group Oy +Double +net +20 ± 17 + 2 Helsinki Nursing and care home 2023 4,200 83 Attendo Double +net +15.5 ± 19 + 3 Raisio Nursing and care home 2023 5,000 98 Ikifit Oy Double +net +15 ± 15 +Finland +Nursing and care home ­ +Helsinki +In 2023, Cofinimmo announced the provisional delivery of a nurs - +ing and care home located in Helsinki, the capital of Finland, on +the southern coast of the country. The nursing and care home +is located in a green and quite residential area, about 15 km east +from the city centre, in Vuosaari, close to several shops and public +transport services. +The site has a surface area of approximately 4,200 m² and offers +75 intensive care rooms spread over three storeys as well as 8 lighter +care rooms on the ground floor. The level of energy performance +of the building is B. +15 million EUR +investments in 2023 +1 +ongoing development project +Cofinimmo +entered Finland +in November 2020, +where it already +holds a healthcare +real estate portfolio +for a fair value of +153 million EUR. + XAerial view of the nursing and care home – Helsinki (FI) + 1 + 2 + 3 +58 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +The secret currency is a "ruble". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_61.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_61.txt new file mode 100644 index 0000000000000000000000000000000000000000..41d74a5535aec3c16ef5fbc69968803e3394524d --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_61.txt @@ -0,0 +1,55 @@ +Asset +location +Type of works / +Type of asset +Year built / +renovated +Approx. +surface +area +(in m2) +Number +of beds +Operator­tenant Type +of lease +Lease +length +(in years) +Price / +Investment budget +(in million EUR) +ACQUISITION + 1 Limerick Nursing and care +home +2008 2,700 56 Mowlam +Healthcare +Triple +net +25 ± 8 +Ireland +Cofinimmo +entered Ireland +in January 2021, +where it already +holds a +healthcare real +estate portfolio +for a fair value of +100 million EUR. + X Aerial view of the nursing and care home – Limerick (IE) +8 million EUR +investments in 2023 +Nursing and care home ­ +Limerick +In 2023, Cofinimmo acquired a nursing and care home in Limerick. +The Park nursing and care home is located in a green residential +neighbourhood, about 4 km from the city centre. It benefits from +a bus stop in front of the building and is easily accessible by car. +Built in 2008, the nursing and care home has a total surface +area of approximately 2,700 m² and offers 56 beds, which are in +en-suite rooms. The asset has a good energy performance and +several upgrades are planned to further improve it. + 1 +59 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I +The secret object #5 is a "vase". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_62.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_62.txt new file mode 100644 index 0000000000000000000000000000000000000000..e0121446341d1039ade6c64e1f55da26cd705411 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_62.txt @@ -0,0 +1,13 @@ +Italy +Cofinimmo entered +Italy in May 2021, +where it already +holds a healthcare +real estate portfolio +for a fair value of +217 million EUR. + XNursing and care home - Novara (IT) +1 million EUR +investments in 2023 +60 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_63.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_63.txt new file mode 100644 index 0000000000000000000000000000000000000000..ffdf375722e5dc01d8714d789c6c434e583ae2fb --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_63.txt @@ -0,0 +1,14 @@ +United Kingdom + X Nursing and care home – Milton Keynes (UK) +Cofinimmo entered +the United Kingdom +in July 2021, +where it already +holds a healthcare +real estate portfolio +for a fair value of +67 million EUR. +2 million EUR +investments in 2023 +61 +SECTION 4  I  MANAGEMENT REPORT  I  HEALTHCARE REAL ESTATE  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_64.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_64.txt new file mode 100644 index 0000000000000000000000000000000000000000..004536320287e7242632bce07d75f68a44873657 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_64.txt @@ -0,0 +1,2 @@ +62 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I62 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_65.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_65.txt new file mode 100644 index 0000000000000000000000000000000000000000..c2af6fc9ac53d928818c502b33f4a0bcc3254543 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_65.txt @@ -0,0 +1,10 @@ + X Joël Assoba +Senior Property Manager - Offices + X Brasserie René - Antwerp (BE) +living +An opportunity-seeking +approach with +long-term income +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I +63 +The secret landmark is "Big Ben". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_66.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_66.txt new file mode 100644 index 0000000000000000000000000000000000000000..f3bb75982e161688dac6e5bda6a679617d6663e8 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_66.txt @@ -0,0 +1,30 @@ +Highlights +7 % +of the consolidated portfolio +99.8 % +Occupancy rate +24 million EUR +Divestments +12 years +Weighted average +residual lease length +0.5 billion EUR +Fair value of the portfolio +854 number of assets, of which + 853 pubs and restaurants + 1 PPP booked as operating lease +6.9 % +Gross rental yield +7 +contracts relating to assets in operation in +the PPP portfolio, booked as finance leases +1 +PPP building with +BREEAM certification +309,000 m2 +Surface area +126 kWh/m² +Annual energy intensity of +the covered segment +64 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_67.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_67.txt new file mode 100644 index 0000000000000000000000000000000000000000..631f31574fa23f6a19761bd359ee0dffd1e42386 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_67.txt @@ -0,0 +1,45 @@ +In November 2023, Cofinimmo completed +the disposal of its portfolio of insurance +agencies leased to the MAAF insurance +company (Cofinimur I). Since then, +Cofinimmo’s property of distribution +networks portfolio only consists of +pubs and restaurants leased to the +AB InBev brewery group (Pubstone). +This portfolio, acquired in 2007 through +sale & leaseback transactions, +generates long-term revenues. +In 2023, Cofinimmo invested 4 million EUR +and divested for 24 million EUR. +In addition to this sub-segment, +Cofinimmo also invests in special- +use buildings in Belgium through +public-private partnerships (PPPs). +The company thus contributes to the +renovation and improvement of public +and parapublic real estate assets. To +date, the PPP portfolio includes eight +contracts related to assets in operation. +64 % +Pubstone - +Belgium +30 % +Pubstone - +The Netherlands +6 % +Other - +Belgium 1 +Breakdown of property of +distribution networks by country +(at fair value - in %) + X From left to right : +Filip Gustin, Office Assistant +Ivo Nuyts, Senior Project Manager + X Brasserie René - Antewerp (BE) +1. In 2021, two assets have been allocated to the ‘Other (Belgium)’ distribution +networks real estate segment. These are the Tenreuken land reserve in Brussels +and the federal police station at Kroonveldlaan 30 in Dendermonde, together +representing 6 % of the property of distribution networks portfolio. +65 +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I +65 \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_68.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_68.txt new file mode 100644 index 0000000000000000000000000000000000000000..2b666073bacb913482a58a4518cf81ea1bc2e412 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_68.txt @@ -0,0 +1,78 @@ +Market characteristics +Pubstone +The assets which make up Cofinimmo’s property of +distribution networks portfolio do not represent traditional +commercial assets since they are let in bulk to a single tenant. +This type of portfolio, acquired within the framework of sale +& leaseback transactions, therefore constitutes a niche +market. +Sale & leaseback transactions +The sale price per square metre requested by the seller is usually +reasonable as it concerns buildings which are leased back to the +seller, the latter being therefore responsible for paying rent after +the sale. The latter must therefore bear the rent after the sale. +Optimisation of the points-of-sale network for the tenant’s +business +The buildings are necessary for the tenant’s activity due to +their location and are leased for the long term. For most of these +buildings, the probability of renewing the contract at the end of +the lease is therefore high. +Capital risk granularity +Should the tenant leave, a significant portion of the properties +can be sold as retail outlets or for housing to local investors, +professionals or not, as the amounts to be invested are often +attainable for this type of investor. +Support of tenants for the management, development and +renovation of the assets +Cofinimmo maintains an ongoing dialogue with the occu - +pant-tenant to increase the geographical scope of the sales +network of the latter. Buildings with leases that will not be renewed +at their term or which require renovation works in the medium +term can thus be identified in advance. In addition, Cofinimmo +can acquire new buildings the tenant would like to include in +his network. +Public-private partnerships +Cofinimmo strives to meet the specific needs of public authorities +and provides real estate and financial expertise for long-term +partnerships, which are usually subject to public contracts. +Cofinimmo is responsible for analysing the economic and tech - +nical life cycle of the project. This analysis identifies the best +compromise between initial investment and future expenses, +for both maintenance costs as well as for replacement and +repair costs. +However, Cofinimmo does not bear the construction risk for this +type of property investment, since this is the responsibility of an +appointed general contractor, to whom the group agrees to pay +a flat fee upon delivery of the building. Nevertheless, the group +supervises the quality and execution of the construction works. +Cofinimmo is usually responsible for up-keep and mainte - +nance throughout the tenancy, which is under a lease for an +extended period or long-lease. At the end of the lease, the public +authority has the option to purchase the property or to transfer +ownership free of charge. Cofinimmo therefore does not have +perpetual ownership of these assets and, as a result, they are +included under the ‘finance lease receivables’ heading on the +balance sheet for 85.0 million EUR as at 31.12.2023. +Assets in operation in the PPP portfolio as at +31.12.2023 +Property Surface +area +Accounting +procedure +Courthouse - +Antwerp 72,132 m² Finance lease +Prison - +Leuze-en-Hainaut 28,316 m² Finance lease +Fire station - +Antwerp 23,323 m² Finance lease +Police station - +Termonde/Dendermonde 9,645 m² Operating lease +Several sites of the Université +Libre de Bruxelles - +Brussels (Ixelles/Elsene) +22,902 m² Finance lease +Police station - +HEKLA zone 3,800 m² Finance lease + X Courthouse - Antwerp (BE) +66 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_69.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_69.txt new file mode 100644 index 0000000000000000000000000000000000000000..5d0f541a82b9abbf002654a063d9e01c54bbab43 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_69.txt @@ -0,0 +1,46 @@ +Strategy implementation +Pubstone +At the end of 2007, Cofinimmo acquired, within the framework of +a property partnership, the entire portfolio of pubs and restau - +rants, previously owned by Immobrew SA/NV, a subsidiary of AB +InBev, since then renamed Pubstone SA/NV. Cofinimmo leases +the premises back to AB InBev for an initial term of 27 years, the +current maturity being in 2035. AB InBev sub-leases the premises +to operators and retains an indirect stake of 10 % in the Pub - +stone organisation. Cofinimmo bears no risk with respect to the +commercial operation of the pubs and restaurants, but handles +the structural maintenance of roofs, walls, façades and outside +woodwork. At the end of the lease, AB InBev can either renew +the lease under the same conditions or return the spaces free +of occupation. +In Belgium, the internal Pubstone team consists of six people, +excluding support services, who work in portfolio management +(property management). There is only one team member in +the Netherlands. + X From left to right : +Joël Assoba - Senior Property Manager - Offices +Filip Gustin - Office Assistant + X Brasserie René - Antwerp (BE) +X ESG +In the acquisition phase of this segment, a long-term part - +nership with the tenant is essential. +A distribution network consists of a large number of small- +scale individual assets. Throughout the term of the lease, +asset arbitrage is particularly important to ensure sustain - +ability. Cofinimmo endeavours to transform empty areas +into useful spaces, for example through the reconversion +of open spaces into residential apartments, for example by +temporarily making unused floors above shops available as +dwellings. Finally, it favours the use of modern techniques +and sustainable materials to reduce the carbon footprint +of buildings during works on the exterior shell of assets. In +particular, an advanced policy is implemented concerning +roofing insulation during watertightness works. +For unique assets with public use, public authorities are +often held up as examples of sustainable development. +They are required to include high technical criteria in terms +of energy performance. Cofinimmo is constantly looking for +innovative solutions to help finance a public need. +67 +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I +The secret clothing is a "sock". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_7.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_7.txt new file mode 100644 index 0000000000000000000000000000000000000000..6764ad00ddb946e09fb40010b96aa95365905c51 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_7.txt @@ -0,0 +1,118 @@ +F.1. Risks associated with Cofinimmo’s activities +and sectors of activity +F.1.1 Economic context +F.1.1.1 Global context +Cofinimmo’s activities are conducted in a global context +which has undergone multiple upheavals in recent years : fol - +lowing the outbreak of the COVID-19 coronavirus pandemic early +2020, inflation started to rise in Europe in the second half-year of +2021 to reach high levels in 2022 (to slow down in 2023), which led +to a general increase in nominal interest rates (on the wane since +Q4 2023), and war broke out again on the European continent +in 2022, followed by the conflict in Israel and Gaza in Q4 2023. +In this respect, the situation in Ukraine and the consequences +deriving from the sanctions taken towards Russia, as well as the +situation in Israel and Gaza, have no direct impact on the group’s +activity nor its financial result, since the group is not active in +these geographical areas (it should be noted that Finland, which +shares a border with Russia, represents 2.5 % of the group’s invest- +ment properties). The independent real estate valuers’ report +mentions an explanatory note on the situation in Ukraine, in +Israel and Gaza, and/or the current high volatility of markets. +The indirect impact of the situation in these geographical areas +can be assessed through the following risk factors : +• high inflation and increasing energy prices : risk factors ‘F.1.1.2 +Leasing market conditions in the group’s operating segments’, +‘F.1.3.2 Vacancy rate’ ; +• delays or budget overruns in the implementation of devel - +opment projects : risk factor ‘F.1.2.2 Investments subject to +conditions’ ; +• increasing interest rates : risk factors ‘F.1.1.3 Investment market +conditions in the group’s operating segments’, ‘F.1.1.4 Interest +rate volatility’, ‘F.1.2.1 Negative change in the fair value of pro- +perty’, ‘F.2.1 Liquidity risk’, ‘F.2.2 Contractual obligations and legal +parameters’, ‘F.2.3 Change in the group’s public financial rating’. +In addition, although COVID-19 is no longer a global health +emergency, the virus is still circulating. As a reminder, from the +beginning of 2020, Cofinimmo has implemented several meas - +ures to ensure continuity, while prioritising the health of all its +stakeholders. +The group’s operational teams remained in close contact with +tenants to ensure the continuity of services and help them get +through this difficult period, followed by a period of high inflation. +Cofinimmo reviews the financial and operational situation of +its counterparties on a case-by-case basis to find a balanced +solution where appropriate. In this context, Cofinimmo recognised +writedowns of 2.0 million EUR on trade receivables in 2020, with no +equivalent in 2021, of 1.4 million in 2022 and 0.3 million EUR in 2023. +In addition to the information included in this document, note +that : +• in the office segment, surface areas leased directly to mer - +chants (retailers, restaurants, etc.) represent less than 0.2 % of +the group’s contractual rents ; +• in the healthcare real estate segment, sport & wellness centres +account for less than 3 % of the group’s contractual rents. These +centres, located in Belgium and Germany, have been closed +intermittently to the public as from March 2020 and have only +been fully reopened in June 2021. Nevertheless, the current +situation calls for caution ; +• in the property of distribution networks segment, the Pub - +stone portfolios of pubs and restaurants in Belgium and the +Netherlands represent less than 10 % of the group’s contrac - +tual rents. Although Cofinimmo’s counterparty is the A- rated +AB InBev group (S&P rating on 16.02.2024), the world’s leading +brewer, it is not excluded that a decrease in the fair value will +be recognised in the 2024 financial year, based on the evolution +of market parameters or due to the evolution of contamination +caused by COVID-19 and the measures that could be taken +by the authorities to mitigate it (such as a new mandatory +shut-down of the hospitality sector). +F.1.1.2 Leasing market in the group’s operating segments +The leasing market in the group’s two main operating segments +(healthcare real estate in Europe, office property in Belgium, +primarily Brussels) could experience a fall in demand, over-sup - +ply, or the weakening of the financial position of its tenants. The +effects of high inflation in Europe can be assessed (see also +F.1.3.2) in terms of the weakening financial situation of tenants, +as inflation indexed rents (or expenses, mainly energy related) +may become unaffordable for some tenants. +Potential effects : +1. A decrease in net income resulting from an increase in the +vacancy rate and associated costs. At 31.12.2022, a 1 % increase +in the vacancy rate would have had an impact of around +-2.5 million EUR on the net result - group share. For offices, the +impact would have been -0.8 million EUR. +2. Weakening of tenants’ solvency and an increase in doubt - +ful accounts reducing the collection of rent and/or expenses +charged to the tenants by the owners. At 31.12.2023, trade receiv - +ables amount to 45 million EUR (see Note 28 of the consolidated +accounts). In the course of the 2023 financial year, writedowns +in the amount of 0.3 million EUR have been recognised, down +compared to 2022, when it amounted to 1.4 million EUR. An +increase in writedowns of 1 million EUR would have represented +a decrease in the net result – group share of 1 million EUR. +3. A decrease in the fair value of investment properties +(see F.1.2.1. below). +F.1.1.3 Investment market conditions in the group’s operating +segments +The investment market in the group’s two main operating seg - +ments (healthcare real estate in Europe, offices in Belgium, +primarily Brussels) currently see a fall in activity (decrease in +the number of transactions, mainly due to the expectation gap +between selling and buying real estate investors). This can lead +to a reduction in the market price observed by independent +real estate valuers for properties comparable to those held by +the group, which would be reflected in the fair value of the group’s +investment properties. +Potential effects : +1. A decrease in the fair value of investment properties (see +F.1.2.1 below). +F.1.1.4 Interest rate volatility +Short-term and/or long-term benchmark interest rates may +be subject to significant fluctuations in international finan - +cial markets, particularly in the context of rising inflation. As at +31.12.2023, half of the 2.7 billion EUR financial debt was concluded +at a fixed rate and half at a floating rate. The floating-rate debt +5 +SECTION 1  I  RISK FACTORS  I +The secret fruit is a "lemon". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_70.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_70.txt new file mode 100644 index 0000000000000000000000000000000000000000..42148f5463b97dd43294dbb0429c9e7ee68f49ba --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_70.txt @@ -0,0 +1,86 @@ +Achievements in 2023 +Pubstone : pubs and restaurants +Divestment of 14 pubs and restaurants +In 2023, Cofinimmo divested 14 pubs and restaurants (10 located +in Belgium and 4 located in the Netherlands) through its subsidi - +aries Pubstone and Pubstone Properties, which had been vacated +by AB InBev, for a total amount of approximately 5 million EUR, +an amount higher than the fair value of the assets prior to the +conclusion of the agreements. +Technical interventions and renovation projects +In 2023, the property and project management operational teams +supervised 491 technical interventions on the portfolio of pubs +and restaurants (377 in Belgium and 114 in the Netherlands). They +also managed 133 renovation projects (111 in Belgium and 22 in the +Netherlands), for a total amount of approximately 4 million EUR. +This consisted primarily of façade and roofing renovations. +Main renovation projects in 2023 +Location Type of works +BELGIUM +Windsor +De Keyserlei 39 – Antwerp +Renovation of rear façade, +roof, external joinery and +painting of front façade +Bar Bas +Visserskaai 11 – Antwerp +Replacement of external +joinery and painting of façade +De Kleine Hal +Maastrichterstraat 30 – Hasselt +Roof renovation +La Villance +Bvd du Souverain/Vorstlaan 274 – +Brussels +Roof renovation, replacement +of windows and painting +Café De Belleman +Botermarkt 8 – Gand/Gent +Roof renovation and +replacement of windows +Café Les 4 Saisons +Grand’Place 68 – Tournai/Doornik +Roof renovation, replacement +of windows and painting +Café Hemelrijk +Oudenberg 2 – Geraardsbergen +Roof renovation, replacement +of windows and painting of +façades +THE NETHERLANDS +Café De Bel +Markt 24-26 – Valkenswaard +Roof renovation, replacement +of windows and external +painting +Billy’s Poolcafé +Lange Kruisweg 66 – Veldhoven +Roof renovation, replacement +of windows and external +painting + 76 % +Belgium +Breakdown of assets by country +(number of assets in %) + 24 % +The Netherlands +Cofinimur I : insurance agencies +Completion of the divestment of the Cofinimur I portfolio +On 06.11.2023, Cofinimmo announced that it had successfully +completed the disposal of the Cofinimur I portfolio, which con - +sisted of insurance agencies leased to the French MAAF group. +Announced on 23.09.2021, the sale of this portfolio (comprising +265 assets at that time), is fully in line with Cofinimmo’s strat - +egy of disposing of assets deemed non-strategic, in order to +pursue the expansion and renewal of the healthcare real estate +portfolio in Europe. +This large-scale disposal operation (given the geographical dis - +persion of the assets making up the portfolio) was completed in +just over two years, for approximately 111 million EUR. Some of these +assets were sold in clusters, while others were sold individually. +These disposals enabled Cofinimmo to gradually reduce its +debts-to-assets ratio by around 0.9 % and generated disposal +proceeds slightly higher than the fair value of the portfolio when +the disposal process was launched in September 2021. +68 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_71.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_71.txt new file mode 100644 index 0000000000000000000000000000000000000000..292022afee3dd0a2abe61bcdb266a71ed3650d5e --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_71.txt @@ -0,0 +1,3 @@ + X Restaurant De Vooruitgang - Eindhoven (NL) +69 +SECTION 4  I  MANAGEMENT REPORT  I  PROPERTY OF DISTRIBUTION NETWORKS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_72.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_72.txt new file mode 100644 index 0000000000000000000000000000000000000000..c84b4233b26f2d7e2474bb68fafbc88a54d715af --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_72.txt @@ -0,0 +1,4 @@ +working +70 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I +The secret transportation is a "bike". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_73.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_73.txt new file mode 100644 index 0000000000000000000000000000000000000000..ad89f4590e56237f7740a7c0c3793fac7a568510 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_73.txt @@ -0,0 +1,10 @@ +working +Creating value through +capital recycling + X From left to right : +Alessia Zangrossi - Project Management Assistant +Quentin Montens - Valuation Analyst +Myriam Hallet -Senior Commercial Account Manager + X Office building The Gradient - Brussels decentralised (BE) +71 +SECTION 4  I  MANAGEMENT REPORT  I  OFFICES  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_74.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_74.txt new file mode 100644 index 0000000000000000000000000000000000000000..037de5807f21af84d8af11d4c9bafa0416e204ba --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_74.txt @@ -0,0 +1,25 @@ +Highlights +236 million EUR +Divestments +5 years +Weighted average residual lease length +41 +Number of assets +331,000 m² +Surface area +7 +Buildings with BREEAM or ActiveScore +certification +18 % +of the consolidated portfolio +1.1 billion EUR +Fair value of the portfolio +6.4 % +Gross rental yield +93.9 % +Occupancy rate +128 kWh/m2 +Annual energy intensity of +the covered segment +72 +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023   I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_75.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_75.txt new file mode 100644 index 0000000000000000000000000000000000000000..995d6dfd2d40d435feae8fd69f2b0318374c4f22 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_75.txt @@ -0,0 +1,30 @@ +As an important player in Brussels’ +office sector for 40 years, Cofinimmo +draws on its accumulated experience +in the sector to dynamically and +proactively manage its portfolio of +office buildings. Rental management, +developments adapted to new working +methods, renovation and conversion +programmes and asset arbitrage are +carried out with a long-term view. +Other regionsDecentralised +Brussels’ CBD +Periphery +Recentering the portfolio towards +Brussels’ CBD +68 % +Brussels’ CBD +4 % +Periphery + 18 % +Decentralised +11 % +Other regions + X From left to right : +Benjamin De Reus, Data Leader +Frédéric Magain, IT Support Engineer + X Office building The Gradient - Brussels decentralised (BE) +SECTION 4  I  MANAGEMENT REPORT  I  OFFICES  I +73 +The secret object #1 is a "clock". \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_8.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_8.txt new file mode 100644 index 0000000000000000000000000000000000000000..5f939195e0a016700ef0e812ee0607cbc392d790 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_8.txt @@ -0,0 +1,116 @@ +is subject to hedging. Considering these hedges and the fixed- +rate debt, the interest rate risk was fully hedged at the end of +the financial year (situation as at 31.12.2023). However, as the +financial debt fluctuates on a daily basis, while the fixed rate +debt and hedges are determined by the financing and hedging +contracts in place at 31.12.2023, the group remains sensitive to +changes in market interest rates on the unhedged portion of the +variable rate financial debt. In addition, property investments are +generally (very) long-term investments and the group therefore +needs to periodically refinance its financial debt (taking into +account the group’s target debt-to-assets ratio), which has a +shorter maturity than the investments, and/or to enter into new +hedging transactions (also with a shorter maturity). Thus, as +at 31.12.2023, the anticipated market interest rate risk was fully +hedged as part of the long-term interest rate hedging policy. +The hedging at each year-end will gradually decrease to nearly +80 % (or more) at the end of 2027 based on the outlook of the +debt assumptions (coverage ratio of 100 % at the end of 2024, +94 % at the end of 2025, 91 % at the end of 2026 and 83 % at the +end of 2027). The unhedged part of the financial debt (which +fluctuates on a daily basis) means that Cofinimmo remains +exposed to fluctuations in short-term market interest rates. It +should also be noted that the forecast debt may differ from +the actual debt, which could result in additional exposure to +fluctuations in market interest rates. +Potential effects : +1. An increase in financial charges in the event of an increase in +interest rates, on the debt portion that has been concluded at +a floating rate and that would not be hedged, and therefore a +decrease in net assets per share*. In 2024, assuming that the +debt structure and level remain identical to those at 31.12.2023, +and disregarding the hedging instruments put in place, an +increase in interest rates of 50 basis points would result in an +26 basis points increase in the financing cost, a decrease in +the net result - group share of 7.3 million EUR and a decrease +in net assets per share* of 0.20 EUR. Taking into account the +hedging instruments put in place, an increase in interest rates +of 50 basis points would not have a noticeable impact. +2. A change in the fair value of financial instruments in the event +of a change in interest rates, and hence a change in the net +result - group share and in net assets per share*. In 2024, a +negative change in the fair value of financial instruments of +1 million EUR would represent a decrease in the net result - group +share of 1 million EUR and a decrease in net assets per share* +of 0.03 EUR. A positive change would have an opposite effect +of the same magnitude. +F.1.1.5 Situation of some healthcare operators +The effects of the recent situation around some healthcare +operators, mainly in France and Germany (see page 40 of this +document), can be assessed from different angles that fit into +the risk factor analysis : +• leasing market conditions in the group’s operating segments +(see F.1.1.2) : should the occupancy rate of the said operators +durably be affected and/or as a result of an increase in their +operating or financial expenses ; +• concentration risk (see F.1.3.1) : should some of the group’s cur - +rent tenants be involved in a business combination ; +• vacancy rate (see F.1.3.2) : in the event of early termination +of leases ; +• changes to social security schemes (see F.3.2) : should the legal +framework in which these operators operate change in a way +that it becomes unfavourable to their development or to the +respect of their existing commitments towards the owners of +the properties they operate ; +• lack of ESG transparency (see F.5.2) : in the event of a conta - +gion effect on the reputation of Cofinimmo and/or the other +owners of properties operated by these tenants. +As a regulated real estate company, Cofinimmo is in no way +involved in the operation of the sites leased to healthcare oper - +ators. The occupancy rate is managed by the operator of the +sites, and the rents are independent of the local occupancy rate +or the financial performance, within the framework of long-term +contracts (see pages 82 to 86 of chapter ‘Compostion of con - +solidated portfolio’ for more details on diversification in terms +of tenant and geography). +F.1.2 Property portfolio +F.1.2.1 Negative change in the fair value of property +The market value of the group’s investment properties, as +reflected by the fair value recognised in the balance sheet, +is subject to changes and depends on various factors. Some +of these factors are outside the group’s scope of action, such +as a decrease in demand and occupancy rate of the group’s +operating real estate segments, a change in interest rates in +the financial markets, or an increase in real estate transfer tax +in the group’s operating geographical areas. Other factors also +play a role in the valuation of investment properties, such as +their technical condition, commercial positioning, or the invest - +ment budgets necessary for proper functioning and marketing. +A significant negative change in the fair value of investment +properties from one period to another would represent a sig - +nificant loss in the group’s income statement, with an adverse +effect on its net assets and debt-to-assets ratio. The high level +of inflation currently observed in Europe, which led to an increase +in nominal interest rates, is likely to generate changes in the fair +value of buildings that can be positive (as a result of inflation) +or negative (as a result of nominal interest rates). +Potential effects : +1. At 31.12.2023, a 1 % change in value would have had an impact +of around 62.3 million EUR on the net result (compared to +62.0 million EUR at 31.12.2022), 1.70 EUR on the net asset value +per share* (compared to 1.89 EUR at 31.12.2022) and 0.42 % on +the debt-to-assets ratio (compared to 0.43 % at 31.12.2022). +2. If the cumulative changes in the fair value of properties (repre - +senting a cumulative unrealised gain of 188 million EUR as at +31.12.2023) were to be reduced to a cumulative unrealised loss +in value of -805 million EUR (which would mean a writedown of +993 million EUR), the group would be partially or totally unable +to pay dividends. The amount of 805 million EUR results from +the application of article 7:212 of the Belgian Code of Com - +panies and Associations (see page 329 of this document). It +includes in particular distributable share premiums (of about +619 million EUR), and is understood to be after the effect of +the distribution in 2024 of the proposed dividend for the 2023 +financial year. +  I  COFINIMMO  I  UNIVERSAL REGISTRATION DOCUMENT 2023  I +6 diff --git a/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_9.txt b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_9.txt new file mode 100644 index 0000000000000000000000000000000000000000..ed6495ff20d8e53fb4615d1879498f27b8bb0f79 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/Text_TextNeedles/Cofinimmo_75Pages_TextNeedles_page_9.txt @@ -0,0 +1,112 @@ +F.1.2.2 Investments subject to conditions +Some investments announced by the Cofinimmo group are sub - +ject to conditions, particularly for (re)construction, renovation, +extension and acquisition projects that have not yet been formally +completed. The committed investment programme represents +290 million EUR still to be made in 2024 (255 million EUR) and after +2024 (35 milion EUR), mainly in healthcare real estate (detailed +on page 44 for healthcare real estate and 77 for offices). The +main condition for each of these projects to contribute to the +result in accordance with the announcements made at the time +of their completion is that the project is completed. A project for +which construction has not yet commenced is also generally +subject to obtaining the necessary permits. +Potential effects : +1. Insofar as the return generated by these investments is already +reflected in the outlook ( see also F.4 below) and in the market +price of Cofinimmo shares, the outlook and the price are +exposed to downside risks in the event of significant delay or +non-completion of these investments. +F.1.3 Customers +F.1.3.1 Concentration risk +Concentration risk is assessed for buildings, locations, and (groups +of) tenants or operators. As at 31.12.2023, the Cofinimmo group had +a diversified customer base (nearly 300 groups of tenants or +operators), of which more than 70 in healthcare real estate. In +2023, the group’s five main (groups of) tenants or operators +generated 44.8 % of gross rental revenues. The two main (groups +of) tenants or operators accounted respectively for 15.3 % (Clari- +ane1 group) and 9.3 % (AB InBev) of these revenues. Furthermore, +the public sector generated 5.8 % of gross rental revenues. +Potential effects : +1. Significant reduction in rental income and hence net result +- group share, and net assets per share* in the event of the +departure of major tenants or operators. +2. Collateral effect on the fair value of investment properties (see +F.1.2.1 above). +3. Non-compliance with the diversification obligations provided +for by the RREC legislation, which mandates that ‘no transaction +carried out by a public RREC can have the effect that more +than 20 % of its consolidated assets are placed in real estate +assets (…) that form a single set of assets, or increase this +proportion further, if it is already higher than 20 %, irrespective +of the cause of the initial exceedance of this percentage’. +A set of assets is defined as ‘one or more buildings or assets +(...) whose investment risk is to be considered as a single risk +for the public RREC’ (article 30 of the RREC law). The fair value +of investment properties operated by entities of the Clariane +and AB InBev groups represents respectively 13.4 % and 6.5 % +of the consolidated assets. +F.1.3.2 Vacancy rate +A vacancy may arise in the event of non-renewal of expiring +rental contracts, early termination, or unforeseen events, such +as tenant/operator bankruptcies (see chapter ‘Composition of +consolidated portfolio’). Given the high occupancy rate observed +as at 31.12.2023 in the group’s operating sectors (healthcare real +1. Previously known as Korian group. +estate : 99.4 % ; offices : 93.9 % ; property of distribution networks : +99.8 % ; group : 98.5 %), the risk of future rental vacancies is nat - +urally greater than the opportunity to increase the occupancy +rate in each of these segments. The effects of the high level +of inflation in Europe can be assessed (see F.1.1.2) in terms of +vacancy rate, should inflation be such that it makes indexed +rents unaffordable for some tenants and increases vacancies. +Potential effects : +1. As at 31.12.2023, a 1 % increase in the vacancy rate at group level +would have had an impact of about 3.6 million EUR on the net +result – group share, excluding amounts normally borne by +tenants/operators and marketing costs borne by the group. +F.2 Risks related to Cofinimmo’s financial +situation +F.2.1 Liquidity risk +Cofinimmo’s investment strategy is largely based on its abil - +ity to raise funds, whether borrowed capital or shareholder’s +equity. This ability depends particularly on circumstances that +Cofinimmo does not control, such as the state of international +capital markets, banks’ ability to grant credit, market partici - +pants’ perception of the group’s solvency, market participants +perception of real estate in general and on the group’s operating +segments in particular. The group could therefore encounter +difficulties in obtaining financing necessary for growth or for +the exercise of its activities. Cofinimmo monitors liquidity risk on +an ongoing basis by keeping a close eye on the debt-to-assets +ratio, headroom on committed credit lines, interest rate hedg - +ing, the cost of debt and net result from core activities - group +share* (in absolute terms and per share), while maintaining an +ongoing dialogue with investors in the capital markets and with +its network of banking institutions. As at 31.12.2023, Cofinimmo’s +financial debt consisted mainly of bonds, commercial paper +and bank loans. This debt was fully hedged, resulting in an aver - +age cost of debt*, including bank margins, of 1.4 %. In addition, +the maturities for the years 2024 and 2025 have been limited +to approximately 13 % of total financing. The chapter ‘Financial +resources management’ of this document details the group’s +financing strategy and the manner in which it is implemented. +It also presents the group’s debt structure and a timetable of +financial commitments. +Potential effects : +1. Inability to finance acquisitions or development projects. +2. Financing at a higher cost than expected, with an impact on +net result - group share, and hence on net assets per share*. +3. Inability to meet the group’s financial commitments (oper - +ating activities, interest or dividend payments, repayment of +maturing debts, etc). +F.2.2 Contractual obligations and legal parameters +Cofinimmo group is contractually or statutorily obliged to comply +with certain obligations and certain parameters or ratios, par - +ticularly within the framework of its contracted credit agree - +ments. Non-compliance with these commitments, parameters, +or ratios entails risks for the group. The main legal obligations, +parameters, or ratios are specified in regulations on regulated +7 +SECTION 1  I  RISK FACTORS  I \ No newline at end of file diff --git a/Cofinimmo/Cofinimmo_75Pages/needles.csv b/Cofinimmo/Cofinimmo_75Pages/needles.csv new file mode 100644 index 0000000000000000000000000000000000000000..6719b23bf40c5cadc85b23a723f9ad1717cff8c6 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/needles.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart". +The secret flower is a "daisy". +The secret fruit is a "lemon". +The secret animal #3 is a "spider". +The secret object #2 is a "bottle". +The secret instrument is a "violin". +The secret food is "chocolate". +The secret kitchen appliance is a "microwave". +The secret sport is "surfing". +The secret tool is a "ruler". +The secret animal #1 is a "giraffe". +The secret animal #2 is a "penguin". +The secret office supply is a "calculator". +The secret vegetable is "cauliflower". +The secret animal #4 is a "cow". +The secret drink is a "smoothie". +The secret object #3 is a "bowl". +The secret object #4 is a "pillow". +The secret animal #5 is a "squirrel". +The secret currency is a "ruble". +The secret object #5 is a "vase". +The secret landmark is "Big Ben". +The secret clothing is a "sock". +The secret transportation is a "bike". +The secret object #1 is a "clock". diff --git a/Cofinimmo/Cofinimmo_75Pages/needles_info.csv b/Cofinimmo/Cofinimmo_75Pages/needles_info.csv new file mode 100644 index 0000000000000000000000000000000000000000..1eeb45944545c2599de2e25a517a5033e29634c6 --- /dev/null +++ b/Cofinimmo/Cofinimmo_75Pages/needles_info.csv @@ -0,0 +1,25 @@ +The secret shape is a "heart".,1,13,black,white,0.729,0.581,times-roman,78 +The secret flower is a "daisy".,6,9,green,white,0.006,0.808,courier-bold,87 +The secret fruit is a "lemon".,7,14,orange,black,0.602,0.369,helvetica-boldoblique,117 +The secret animal #3 is a "spider".,10,11,gray,white,0.037,0.412,courier,83 +The secret object #2 is a "bottle".,15,10,white,black,0.619,0.626,times-bold,98 +The secret instrument is a "violin".,18,14,blue,white,0.008,0.088,helvetica,137 +The secret food is "chocolate".,21,8,red,white,0.087,0.477,courier-oblique,67 +The secret kitchen appliance is a "microwave".,23,10,brown,white,0.331,0.577,times-bolditalic,136 +The secret sport is "surfing".,26,7,yellow,black,0.376,0.813,helvetica-bold,103 +The secret tool is a "ruler".,28,11,purple,white,0.021,0.83,times-italic,130 +The secret animal #1 is a "giraffe".,31,11,brown,white,0.526,0.943,times-italic,94 +The secret animal #2 is a "penguin".,34,13,green,white,0.933,0.799,times-roman,71 +The secret office supply is a "calculator".,39,10,blue,white,0.896,0.584,helvetica,64 +The secret vegetable is "cauliflower".,41,13,purple,white,0.806,0.839,courier-bold,98 +The secret animal #4 is a "cow".,44,13,yellow,black,0.916,0.366,times-bolditalic,91 +The secret drink is a "smoothie".,46,7,red,white,0.011,0.828,courier-oblique,111 +The secret object 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