Ladies and gentlemen, good afternoon. Welcome everyone to the BlackRock TCP Capital Corp.'s First Quarter 2019 Earnings Conference Call. Today's conference call is being recorded for replay purposes. During the presentation, all participants will be in a listen-only mode. A question-and-answer session will follow the company's formal remarks [Operator Instructions]. And now, I'd like to turn the call over to Katie McGlynn, Director of the BlackRock TCP Capital Corp. Global Investor Relations team. Katie, please proceed.

Thank you, Lauren. Before we begin, I'll note that this conference call may contain forward-looking statements based on the estimates and assumptions of management at the time of such statements, and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties, and actual results could differ materially from those projected. Any forward-looking statements made on this call are made as of today and are subject to change without notice. This morning, we issued our earnings press release for the first quarter ended March 31, 2019. We also posted a supplemental earnings presentation to our Web site at tcpcapital.com. To view the slide presentation, which we will refer to on today's call, please click on the Investor Relations link and select Events & Presentations. These documents should be reviewed in conjunction with the company's Form 10-Q, which was filed with the SEC this morning. I will now turn the call over to our Chairman and CEO, Howard Levkowitz.

Thanks Katie. I am here with our TCPC team, and we thank everyone for participating on our call today. We will begin with an overview of our key accomplishments year-to-date and then our CFO, Paul Davis, will review our financial results for the first quarter. After Paul's comments, I will provide some closing remarks before opening the call to questions. Our solid first quarter earnings reflect our disciplined approach to investing and demonstrate our consistent performance and ability to continually cover our dividend. Our strong results also demonstrate the expanded access to deal flow and additional resources we are leveraging as part of the BlackRock platform. Now, let's begin with highlights from the first quarter, which are summarized on Page 4 of our slide presentation. We earned that investment income of $0.40 per share in the first quarter, out-earning our dividend by $0.04. This was the 28th consecutive quarter that our net investment income covered our dividend. And today, we declared a second quarter dividend of $0.36 per share payable on June 28 to shareholders of record as of June 14. We delivered another strong quarter of originations, totaling $150 million. The depth and breadth of our industry expertise enables us to provide flexible and tailored financing solutions to both attract new borrowers and help us deepen relationships with existing clients. Dispositions in the quarter were $146 million, resulting in net acquisitions of $4 million. One year ago, we announced our advisors acquisition by BlackRock. As we leverage relationships across the BlackRock platform, we're generating a meaningful increase in deal flow. This enables us to continue to be highly selective and to further emphasize diversification. It also strengthens our ability to focus on unique high quality investment opportunities. Turning to our investment portfolio on Slide 6. At quarter end, our…

Thanks, Howard, and hello everyone. Starting on Slide 14, we generated net investment income in the first quarter of $0.40 per share, exceeding our dividend of $0.36 per share. This extends our seven-year record of covering our regular dividend every quarter since we went public. Over this period, on a cumulative basis, we've out-earned our dividends by an aggregate $36 million, or $0.62 per share based on total shares outstanding at year-end. Investment income for the first quarter was $0.81 per share, substantially all of which was interest income. This included recurring cash interest of $0.67, recurring discount and fee amortization of $0.04 and recurring pick income of $0.04. We also generated $0.04 per share from prepayment income, including both prepayment fees and unamortized OID. Our income recognition follows our conservative policy of generally amortizing upfront economics over the life of investment rather than recognizing all of it at the time the investment is made. Operating expenses for the first quarter were $0.41 per share and included incentive compensation of $0.09 per share, as well as interest and other debt expenses of $0.18 per share for net investment income of $0.40 per share. As we discussed last quarter, on February 08th, our shareholders approved a reduction to our fee rates. We reduced our incentive fee rate from 20% to 17.5%, our management fee rate from 1.5% to 1% on assets financed using leverage of one-to-one and our cumulative hurdle rate from 8% to 7%. These changes were reflected in our first quarter results for the period beginning February 9th. Net unrealized gains of $1.1 million or $0.02 per share resulted primarily from a partial recovery following the market volatility at year-end. This was offset in part by a mark down of $2.5 million on our investment in Green Biologics. Net…

Thanks Paul. Our Annual Shareholder Meeting is on May 30th in Santa Monica, California and all of our shareholders are invited to attend. Consistent with prior years and in line with many of our BDC peers, we have included in our proxy a proposal for shareholder approval to issue up to 25% of our common shares on any given date over the next 12 months at a price below net asset value. The purpose of the below NAV issuance proposal in our proxy is to provide flexibility. To be clear, at this point, we do not intend to issue equity below NAV, and certainly not unless it is accretive to our shareholders. This is basically an insurance policy, which our shareholders have approved every year since we went public. The first quarter of 2019 was characteristics of what our shareholders have come to expect from TCPC, consistent dividend coverage, disciplined investing and strong credit quality. Fundamental macroeconomic indicators generally remain healthy. However, we continue to observe idiosyncratic company and industry shifts that serve as a reminder of the importance of our patient and disciplined investment approach. This patience and discipline serves as the underpinning of our strong and consistent performance. We make investment decisions based on a comprehensive analysis of each company, its management team and strategy and relevant industry dynamics. We believe we're well positioned to continue generating strong and consistent performance for several reasons. Our 20 plus years of experience, which spans several market cycles is a key advantage in attracting borrowers and deal sources, as well as managing risk. Additionally, our robust origination platform gives us the ability to source unique and attractive investment opportunities. Joining BlackRock has further enhanced our deal flow, supporting our selective investment approach and our disciplined underwriting. As the lead or co-lead on the majority of the loans we make, we take an active role in due diligence, deal structuring, establishing terms and monitoring investments. The direct relationships we form with borrowers as part of this process help to protect TCPC and its shareholders. The BlackRock TCP team is structured so that deal team members source, structure and monitor investments to ensure interests are aligned over the life of an investment. And finally, our team has deep experience in both performing and distressed credit, and we draw upon this expertise to structure deals that are downside protected. In closing, we remain relentlessly focused on generating superior risk adjusted returns for our investors, while preserving capital with downside protection. We continue to leverage our risk mitigated platform to pursue attractive investment opportunities. In the second quarter to-date through May 7th, we have invested approximately $76.7 million, primarily in five senior secured loans. The combined effect of yield on these investments is approximately 10.8%. We would like to thank all of our shareholders for your confidence and your continued support. And with that, operator, please open the call for questions.

Thank you [Operator Instructions]. Our first question was from Leslie Vandegrift with Raymond James. Your line is open.

My first question for you this morning is, the software solutions investments for new portfolio companies you had in the quarter. What made that industry still particularly attractive right now? Because it was, I believe, four of the new portfolio of companies?

I think this is a question we've gotten over time given some of the exposure in the portfolio. And I think the answer is probably the same with more validation of the points I'll make, which is these companies tend to be very good. Credit and in many cases equity stories given the activity of transaction volume, I think it appeals to both constituents. On the credit side, a lot of these companies, most of them in fact have pretty visible and in many cases, contractual revenues, which is about as good as it gets on the visibility side. And beyond the revenue line, pretty simple income statements, which makes the earnings and the cash flow visibility quite predictable. So when we think about the -- and in the case of these companies, there tends to be a pretty broad -- even though there's software by functionality, the end markets, the customers, the application or solution that they are providing tend to be quite diverse across markets. So it can be a little bit misleading in terms of the size of the exposure versus the true fundamental diversity within that. But just to summarize, they are very good credit businesses given the revenue and earnings predictability stemming from visible and contractual revenue. And we do believe our exposure is quite diverse as you dig through it. And over time, a lot of that thesis has certainly validated itself with the companies we've invested in.

Just a quick follow up on what Raj said. As I think you and many others on the phone know, we're organized around industry teams. And we have a lot of expertise in this area and have been investing in and financing technology companies going back to 2003. And so, we have strong deal flow here also and also a lot of knowledge about the sector, which is proven really helpful over the years.

And then on the other side of the equation is other than retail and energy, which have been problem areas not for you well but for the markets over the last few years. Is there a new industry that you've seen with the volatility of '18 and early '19 that stands out to stay away from right now?

I don’t know that there is a single industry that we think we need to avoid. You've flagged to that have even problems to people. I think that the question is actually, the way we think about it even broader, which is there's idiosyncratic disruption going on for a lot of companies and lot of industries. And so as we think about constructing our portfolio of loans and the deals that we are willing to do, we're really stress testing business model and trying to think about what might happen in a really rapidly changing environment. And so this goes more broadly. Certainly, companies that are real sensitive to labor costs, because we're saying wage pressures, particularly in some states like in California that we've got minimum wage pressure, as well as some other levels. So that's one of the things we're really sensitive to as we think about our investments.

And Leslie, I'll just add to that. In terms of Howard's point, it isn't so hard and fast role of avoiding any industries, but being smart on the industries and the companies we invest in. I do think to your point what we -- and it's not a coincident that the overwhelming majority of this portfolio is senior secured first lien. We do think there are structures to avoid and higher up is better with real visibility of cash and asset or enterprise value coverage. So I think we take a defensive stance with the companies, but also with the structures that we are able to originate from.

Our next question comes from the line of Chris Kotowski with Oppenheimer. Your line is open.

I was just wondering maybe you touched on it and I missed it. But just in the fourth quarter, there was a significant markdown in the NAV, which made sense given market volatility and just given what we've seen in the broadly syndicated market to mark-up this quarter, it didn’t seem proportional to what happened in markets…

The markdown in Q4 was broad based. But the most significant markdowns we took were on a couple of equity positions, which have bounced back but not nearly to the extent that they were markdown. In addition to that, we did take an equity markdown on Green Bio, which is about $0.05 per share and we had another position that's fundamentally sound credit, for which we have some warrants that had a deal on the table that came apart, so that was markdown that was another $0.02. And then also we have the prepayment income that's moving from categories from unrealized. One other thing of note is some of the markdowns just didn’t come back in Q1. A significant example is a company Envigo, one of our larger loans that was marked down almost $2 million. And the company has announced a sale of a big business unit that would fully repay the loan in Q2. That, for example, had no change in the mark just because of the way that the valuation providers were looking at it quarter-over-quarter.

And then I feel like I've asked variant of this question before, but you consistently out-earn the dividend by a couple of cents. And I guess just how do you view the whole -- it's a conundrum if you keep the spillover income, ultimately, there's excise tax on it if you distribute it in specials you don't get any credit for it in the market. And at the same time, you don't want to get locked into the higher base I guess on the base dividend. So, any thoughts philosophically on how to approach your high class problem of out-earning the dividend all the time?

It is a high class problem, we appreciate that. If you look back at our history and I think Slide 5 is illustrative. Since almost going on a decade now, we've given 110% to our shareholders literally in terms of dividend coverage on an average basis since we started paying incentive fees and even more before that. Like I say, almost going out a decade now, it's been an unbroken record of continuous dividend coverage. And that's on top of what's already a 10% dividend yield and so we're very proud of that and our number one. So while we do look at our dividend from time-to-time and want to make sure it's an appropriate level, our primary focus is on continuing to make sure that we keep up that record of covering our dividend each quarter.

Our next question comes from Christopher Testa with National Security Corporation. Your line is open.

Just wanted to just discuss, Howard, you had mentioned BlackRock assisting with deal flow multiple times in your prepared remarks, probably the most since you guys have been integrated into their platform. Just wondering if you could provide some examples if there's any specific industries or sectors where maybe you didn't have a big presence before that they're assisting with? Or just any detail you could provide and elaborate on that would be most appreciated?

Sure. I don't know that there's any single industry. But across the board, we are seeing deals that we would not have seen before, simply by virtue of BlackRock's size, relationships and contacts. In other cases, we're getting multiple calls on deals that we've seen ourselves but with the assistance of another call coming in through BlackRock as well, which may be helpful and ultimately positioning ourselves to structure a transaction. And so it's still relatively recent, our transaction just closed last summer. But what we found is that our integration is working nicely and that we're providing a very good avenue for things that BlackRock was seeing previously that they may not have had a home for. And that fit very nicely with our business platform and it's enabling us to expand our set of relationships. And we're also seeing enthusiasm out there among some of our borrowers for the idea of having this relationship that they know can grow and expand over time in many ways.

Is there any way for you to maybe quantify just how many additional sponsor relationships the BlackRock platform has added, if you're able to?

As I think you know Chris, we run a business that has both sponsor and non-sponsors. And deliberately, we're source agnostic. Sponsors are very important to our business. But we also like doing non-sponsor relationships. And so I don't know that there's a number out there that we can identify, or that would even be meaningful. But I think as we put the two businesses together what we're finding is, as we hoped, one in one is adding up to more than two. And there's a lot of synergies and helpfulness, both in terms of deal flow and also information flow.

And I just wanted to just touch a little bit on our Kawa Solar was marked down again. And you've got the one debt piece of revolver that's marked to 27%. I'm just wondering if you see that as a risk of potentially going on non-accrual.

Right now, the loans been restructured, it's a 0% coupon. So it's effectively right now just a claim we have as the company winds down. It did get marked down a little bit. But the majority of the movement in the quarter was actually $8 million pay down, which we applied against cost.

And are you expecting any more pay downs on the bank guarantee facility, or should we expect this exposure to remain somewhat consistent going forward for 2019?

Yes, so then I can address that. I mean, to Paul's point, this is a lengthy wind down in the business where there's some long term obligations that we want to be very careful and how we wind those out. So we get our pay downs. The $8 million was a good example of success a in that effort. And it will stretch over the length of time of those contracts, which are longer term. So we do expect more pay downs that actually is the focus of the wind down. And as we do it, we'll try to discern the pay down from the markdown, because that's an important distinction on each quarterly basis.

And just last one for me and I'll hop back in the queue. A lot of the worrisome trends in the broadly syndicated market cub light and collateral dilution have been increasing more and more into the middle market it seems. And of course I would think that you guys are one of the people that are doing this. But I'm just wondering how much more, if at all, you're starting to see these worrisome trends pop up in the core middle market or are they used to be only in the syndicated market?

Well, I would say the middle market is as it's grown and gotten more sophisticated, takes its queue from the syndicated loan market. So we absolutely see the trends. We see the people making the request. We feel like there's more dependability and when you're originating and creating loans as a sole or one of very few lenders to push back on that. So I think to answer your question, we are seeing the trends. They don't -- they haven't creased in as much in the middle market and certainly not to our book, but that doesn't mean that people won't keep asking.

Thank you [Operator Instructions]. Our next question comes from Finian O'Shea with Wells Fargo Securities. Your line is open.

Just one on the portfolio NIM new originations this quarter, FinancialForce, can you describe the sourcing of this loan from the VC community? And so far you have relationships there, and if you're looking to expand more? I know we've seen you do some venture in the past, but if you're leaning more into this strategy?

Yes, I'll take that one. I think the short answer is FinancialForce is by no means a one-off. We have -- actually going well back into our, a history of finding these companies, trying to understand their value and structuring a credit accordingly. And by that, I mean much lower loan to value, a lot more protective elements, typically, a lot of cash collateral on the balance sheet. We have a dedicated team that focuses on the venture community with that venture or early stage debt approach. So it is a sourcing effort. We do think it's a good adjunct to the overall middle-market business. But to be very clear, it is an adjunct and is not -- the thought is not to make it a mainstay on this fund but, opportunistically, take advantage of the ability to source, structure and get the right type of economics on those loans as a minority of the assets. And I think we've been pretty consistent in how we've approached it and how we've kept it as a minority but without stating any target percentage to portfolio allocated there. That's way of saying but continuing to do the same but not broadening it more than it being a good adjacency to what we do day-to-day.

Then I guess one more small one on the debt side. I think some of your competitors -- maybe, this is due to the rates and spreads widening in terms of your borrowing oddly enough as the BDC industry, but it looks like some of your competitors are taking out fixed-rate maturities with revolvers. And I know those are probably a bit friendlier these days, but is that something you -- we might expect from you? Or do you anticipate may be a consistent, secured, unsecured split?

Fin, this is Paul. Thank you, good question. We're very proud of a highly diversified low-cost leverage program, which we have today. Our plan is to continue with that, continue to be highly diversified and low-cost. I think the good news is if there is one thing people can take -- there's probably a lot of things people can take. But if there's one thing people can take from the expansion of our credit facilities is that we have options. Not only do we expand the credit facilities but at good terms. And so we're in a position to act opportunistically. And as we see things that are attractive to shareholders, act in a way that continues to diversify and keep our leverage program low cost, but we're not obligated to do anything that isn't economic.

And this does conclude today's question-and-answer session. I would now like to turn the call back to Howard Lefkowitz for any closing remarks.

We appreciate your questions and our dialogue today. I would like to thank our experienced, dedicated and talented team of professionals. Thanks again for joining us. This concludes today's call.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone, have a wonderful day.