Ladies and gentlemen, good afternoon. Welcome everyone to BlackRock TCP Capital Corporation's Second 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 would 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, Daniel. Before we begin, I'll note that this conference call may contain forward-looking statements based on the estimates and assumptions of management at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties and actual results could differ materially from those projected. Any forward-looking statements made on this call are made as of today and are subject to change without notice.This morning, we issued our earnings release for the second quarter ended June 30, 2019. We also posted a supplemental earnings presentation to our website at tcpcapital.com. To view the slide presentation, which we will refer to on today's call, please click on the Investor Relations link and select Events & Presentations. 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 Chief Executive Officer, Howard Levkowitz.

Thanks, Katie. I'm here with our TCPC team and we thank everyone for participating on our call today. I will begin with an overview of our performance during the second quarter and then our CFO, Paul Davis, will review our financial results. After Paul's comments, I will provide some closing remarks before opening the call to your questions.In the second quarter we earned net investment income of $0.41 per share, out-earning our dividend by $0.05. This was the 29th consecutive quarter that our net investment income covered our dividend. And today, we declared a third quarter dividend of $0.36 per share payable on September 30 to shareholders of record as of September 16. The second quarter was among our strongest quarters for deployments, which totaled $232 million.We continue to leverage both our long-standing relationships with borrowers and deal sources and the power of the BlackRock platform to identify unique and attractive investment opportunities. Dispositions in the quarter were $117 million, resulting in net acquisitions of $115 million.While our investment portfolio remained strong overall, our net asset value declined 3.8% during the second quarter. This decline was almost entirely due to a write-down of our investment in Fidelis, a cyber security solutions provider that has significantly underperformed our expectations.Our initial investment in Fidelis, which we made in 2015 was at a relatively low loan-to-value and was made alongside a well-regarded private equity firm whose cash equity investment was nearly three times our debt. Fidelis initially performed to plan, but subsequently struggled in an increasingly competitive sector. After implementing several growth initiatives, customers are reacting favorably and sales have increased. However, liquidity is challenging, as revenue growth has yet to outpace costs.During the second quarter, it became clear, that notwithstanding several add-on investments from the sponsor, the company's liquidity position no longer…

Thanks, Howard, and hello, everyone. Starting on slide 14 we generated net investment income in the second quarter of $0.41 per share again exceeding our dividend of $0.36 per share. This extends our more than 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 $39 million, or $0.66 per share based on total shares outstanding at quarter end.Investment income for the second quarter was $0.82 per share substantially all of which was interest income. This includes recurring cash interest of $0.64 recurring discount and fee amortization of $0.04 and PIK income of $0.08. We also generated $0.05 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 an investment rather than recognizing all of it at the time the investment is made. Operating expenses for the quarter were $0.41 per share and included incentive compensation of $0.08 per share as well as interest and other debt expenses of $0.19 per share for net investment income of $0.41 per share.Incentive compensation was reduced by more than $0.01, due to the reduction in our incentive fee rate from 20% to 17.5% that took effect on February 9. Net unrealized losses of $34.6 million or $0.59 per share were primarily attributed to the write-down of our investment in Fidelis, most of which we placed on non-accrual during the quarter and which comprised 1.1% of our portfolio at fair value at June 30. No other loans were on non-accrual at quarter end and the credit quality of our portfolio is strong. Realized gains net of realized losses were flat in the quarter.Turning to slide 18, we had total liquidity…

Thanks, Paul. While we are pleased with our strong net investment income, dividend coverage and net deployment during the quarter, we are disappointed by the decline in our NAV. However, we do not believe this is indicative of broader issues and we remain focused on delivering the results our shareholders come to expect from TCPC including consistent dividend coverage, disciplined investing and strong credit quality.Middle-market indicators have been particularly healthy with 8.5% year-over-year revenue growth in the second quarter, outpacing revenue growth for the S&P 500. However, we remain cautious on the environment and we continue to observe idiosyncratic company and industry shifts that serve as reminders of the importance of our patient and disciplined investment approach, which is 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. In this environment, we continue to leverage our platform to pursue attractive investment opportunities. In the third quarter-to-date through August 7, we have invested approximately $125 million, primarily in four senior secured loans. The combined effective yield of these investments is approximately 9.7%, which excludes certain fees earned this quarter.Looking ahead, we believe we are well positioned to continue to generate 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. 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 colead 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 protect TCPC and its shareholders.The BlackRock TCPC 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, the BlackRock TCP team has deep experience in both performing and distressed credit. This helps us structure deals that are downside protected and manage through any challenges that may arise.In closing, we remain focused on generating superior risk-adjusted returns for our investors while preserving capital with downside protection.And with that, operator, please open up the call for questions.

[Operator Instructions] Our first question comes from Chris Kotowski with Oppenheimer. Your line is now open.

Yeah. Good afternoon. I assume just on Fidelis, obviously you probably can't comment too much on what if any prospects there are for recoveries but if you can please do. But, I guess I think just more generally, when you're in a lending business, some losses are inevitable. And I wonder how you think about some mechanism to fill up the NAV bucket after those kinds of losses.And I know that like equity is a fairly small part of your portfolio. It's I think less than 5%. And so you don't have a lot of gains that you can take to offset the inevitable losses when they happen. So how do you strategically think about being able to try to fill the bucket up and keep NAV stable over time?

Chris, thanks for the question. There are a few ways. I think you said it well. You can't always avoid losses, although we certainly make every effort to do so. And in order to maintain and bolster the equity, I think there are a few things. One, is over-earning the dividend, which we have consistently done throughout our history. We do have a small equity percentage of our assets as you note. We do get warrants and we do fund at a discount and have prepayment premium.Envigo, which we exited, which was a longtime loan, we've been lenders to the company for I think over six years in aggregate. That's undergone a name change. It used to be BPA. That's a good example of that where at various times we have acquired debt and become their largest lender at a pretty significant discount.And so we were able to pick up some accretion off that. And so our goal is to have enough balance there over time to be able to offset. And although we haven't done one for a while occasionally we've been doing equity offerings with the goal of having them be accretive to shareholders as well.

And Chris, this is Paul. Howard mentioned our historical practice of out-earning our dividend. I think this event highlights the power of our diversified portfolio. Even at the end of the quarter at the end of -- at June 30, our recurring net investment income was $0.35 excluding prepayments and other one-time income compared to $0.36 at the end of the prior quarter and compared to $0.36 dividend. And as Howard noted in his prepared remarks, over half of our portfolio companies contribute less than 1% of our income with only a handful over 2%.

Okay. And just as a follow-up. On Fidelis were there any interest reversals this quarter, or is what we see in the second quarter kind of the -- what we should expect as the run rate of interest income for the third?

No. We put Fidelis on nonaccrual during the quarter.

But there were no reversals in previous quarters?

No reversals in previous quarters correct.

Okay, all right. Thank you. That’s it for me.

Thank you.

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

Hi guys. Following-up on that question. I mean when we look at Fidelis, obviously, the change this quarter versus last is pretty pronounced. So can you give us any color on what you saw to make such a material adjustment to the fair value? I mean, obviously, you talked about it last quarter but this is pretty pronounced. And then I presume it's a waterfall valuation methodology. So can you give us any color on the sensitivity of the waterfall to -- or the fair value of two like that C tranche to changes in inputs in your waterfall?

It's Raj. I'll try to answer those questions and maybe what I'll do is add a little more color to Howard's prepared remarks on the name and then we can talk about the impact to valuation. But just to reiterate as Howard mentioned this is a name we've been in for some time now. And at the outset of this transaction in 2015 this is a business that was really overcapitalized both cash equity into the business as well as cash on the balance sheet.From the time of the transaction close not shortly -- not long thereafter, the company faced some challenges. Partly this was the marketplace, but to be honest a lot of it was self-inflicted issues from management. And leveraging our sort of experience and working with companies from our such a situation heritage and the owners we really worked to improve those shortfalls. And that included a change in management. That included several additional fundings on the business. And what we have seen since that time over the last several quarters is the impact -- the positive impact on that from improvements in revenue bookings all the things you want to see happen on the income statement.The challenge and really to answer your question is the balance sheet challenges and the impact of that shortfall on continuing this recovery was notable and perhaps during the quarter became more evident and more pronounced where one impacts the other. And this isn't a valuation that hasn't changed over time.It has changed over the last several years, but really where you saw the impact -- where it's less evident was in the equity of the junior tranches. And this quarter with the mitigation of our coverage and actually reduction of our coverage in the junior tranche -- the C tranche you're seeing a more pronounced and disproportionate effect in our piece, but the valuation has declined over time partly due to performance and partly due to just the market multiples which have also come down.So I think it's harder to see that in any one quarter because of what we disclosed and what the overall valuation decrease has been. But you are seeing in this quarter a more notable impact where we're affected in a straight waterfall to your point that over time where the equity has eaten more of the valuation deterioration.

Got it. I appreciate that color Raj. On -- just one more if I can. Howard, you always tell us not to read anything into the trends on yields. The average yield this quarter 11. It was 11.4 last quarter. But then obviously post quarter end $125 million deployed with yields under 10%. Are you going to reiterate you don't read anything into that, or is there a conscious decision with leverage going up a little bit obviously with new approvals et cetera to maybe do some lower-risk lower-spread assets?

Yes. We haven't -- it's a good question and the numbers you just laid out are obviously pretty significant. If you look at the overall change in yields about half of that is just decreases in LIBOR. And some of the rest of it particularly the pronounced difference on the exits include a couple of higher-yielding things like Envigo that we mentioned earlier.With respect to the new assets, we haven't fundamentally changed anything differently in the business. We're continuing to underwrite the same kinds of businesses and using the same approach.In any given quarter that may get pulled down or up by a handful of investments. In this case, we had one of our largest groups if not a record group of new investments in the portfolio. So, it was more diffused and there were a number of those that were somewhat lower-yielding.I said that I wouldn't read too much into it because historically over time these numbers have moved up and down. And clearly there's been a dramatic shift in rates in the last -- depending on how you want to count it week or couple of months. And even the middle market will not ultimately be immune to that.We have been focused on doing more senior loans less cyclical companies. And on the margin, with the higher leverage, we certainly have the ability to do things at a lower yield, but there's is no overall shift in our approach to the market. So, we will see what happens over time but we're not trying to do things differently.

Okay, got it. I appreciate that. Thank you.

Of course. Thanks for the questions.

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

Hi guys, good afternoon. First question I saw you guys filed -- you all that is filed an expanded 17(d) order for co-investment this week.

Hello?

Hi, can you hear me?

Fin, are you still there?

Yes. Can you hear me?

Hello. Are we still on.

Can you hear me?

[Operator Instructions] And our next question comes from Christopher Nolan with Ladenburg Thalmann. Your line is now open.

Hey guys. I appreciate that you guys have excellent credit quality and historically has been very strong. Back on Fidelis, I'm looking at term loan C. And it looks like the cost basis went up by $2.6 million since last quarter and the fair value is now zero on that. Can you give us a little background as to what happened? Were you guys trying to put more capital into the business before writing down this loan?

No. Well, the term loan C; the increase is a function of PIK interest. Part of our -- one of our latest efforts with the company and a restructuring of our position had us have a PIK position that is accretive into the C. So we did fund some additional money into the business but that is in the term loan A. So but specifically to your question on the amount of the C that was written down, that was not new funding. That was accretion.

Great and then, back to an earlier question. As I estimate back of the envelope, this Fidelis contributes roughly $0.02 or so to EPS quarterly.

You're correct.

Is a full quarter taken out of the second quarter earnings, or is only a partial quarter of Fidelis taking out of quarterly earnings?

No. We stopped accrual at the end of May.

Okay. So this second quarter totally reflects no Fidelis.

No. We stopped accrual at the end of May. So there's two months of Fidelis. But I would note, when we computed the incentive fees it was excluding, anything that we accrued.

Okay. So we just need to back up Fidelis, for the third quarter. Okay. Thank you for the clarification.

Thanks.

Thank you. [Operator Instructions] And our next question comes from Ryan Lynch with KBW. Your line is now open.

Hey guys. One question, I had. It looks like, out of your $230 million of investments, 18 companies this quarter, about 11 were new and seven were existing, so you found a lot of new portfolio companies to venture into this quarter.Further a couple other BDCs talked about given the competitive environment, leaning in more towards their existing borrowers. And using the power of incumbency, given they're more familiar with these borrowers in this environment.Can you just talk about your guys approach to find, new borrowers in this challenging environment?

Yeah. I can take that. I think, I would echo the sentiment that, where you can -- you have a known borrower. And a history and a relationship, that is certainly an attractive way to generate new deployment. And at a certain scale, you see that with some consistency.I think in terms of finding new borrowers, part of that -- part of it, just goes historically to a relationship-based effort on our side, finding opportunities in many different places, whether its business owners, management teams, Board members, historical relationships.I also think that, it's a good segue to highlighting some of the benefits of being part of a large platform, where there's been incremental opportunities coming through BlackRock, just given its presence in the market.So I think, net-net, there's not a new approach. I think it's more of the same, being able to provide a solution, being a credible counterparty. The power of the portfolio, generating leads from existing names, is also notable.But it's very much the same, as we've been talking about over the last couple of years, with the benefit of the BlackRock relationships, in addition to that.

Yeah. Ryan, maybe just to add one thing to what Raj was saying, historically, we have had very strong relationships with borrowers, with our industry-focused approach.Now being part of BlackRock, what we're seeing is the benefits of having an additional group of borrowers, who appreciate our industry-centered approach. And also like the idea of having a very large highly regarded, institutional lender in there. And so, it's been a significant net benefit to our origination activities.

Got you, makes sense. And then, obviously, the last few days, have been pretty wild with some new tariffs being put on, but that's just a continuation, there has been tariffs put on, obviously quarters before this or months before this. So have you guys done an evaluation and looked through your portfolio to see -- as these new tariffs start to come on? And, obviously, there's been existing ones already in place. Are there any portfolio companies or sectors that are particularly vulnerable in you guys' portfolio today?

So, we've been doing an analysis on that for some time and in fact when we just completed our most recent quarterly review as part of that, that was a special focus item, which was a few weeks ago, before the latest proposed increases. And we have been pleased and surprised, in fact, with how little we're hearing from companies about the impact of tariffs. In fact, there's only one company that was directly citing it as being a material issue for their business.Now having said that, it's still early in this next round and it's not always immediately clear to people. And sometimes the impacts may be two or three layers away, and so it may take a while to filter through. But so far our emphasis on non-cyclical companies with a more domestic focus, I think, has benefited us pretty significantly with respect to tariffs.

Okay. Understood. Thanks for the time today.

Thank you.

Thank you. And our next question comes from Fin O'Shea with Wells Fargo. Your line is now open.

Hi, guys.

Hey. Welcome back.

Okay. I just wanted to ask a question on the amended 17(d) order you filed this week. Can you explain to us in layman's terms, if this seeks to grant you any expanded leeway on co-investments with your platform funds?

Yes. Thanks for the question. It is an attempt to simplify the existing order as you're well aware, because I think you've been a student of these and I suspect a number of others are on this call as well. These orders have gotten increasingly complicated over time, particularly in larger platforms, even before we were part of BlackRock, our order had grown in complexity. And so, this seeks to simplify the process for us and across our relationships at BlackRock. That's really the intent of it.

All right, Thank you for the color. And noticing the order creates some leeway for the adviser to receive fees under rule 57(k). Is there any such activity that takes place at TCP or BlackRock?

So TCP has always put all of the fees it has received in connection with anything related to investments in TCP Capital Corp and our other funds in the funds. It is our view that if we are generating income as a part of our investment activities, our duty is to give that to our investors and it's a policy we've always followed and don't have any intent of changing.

Got it. Thanks for taking my questions.

Thank you for your questions.

Thank you. And I'm not showing any further questions at this time. I would now like to turn the call back over to Howard Levkowitz for any closing remarks.

I would like to thank all of our shareholders for your confidence and your continued support and our experienced and talented team of professionals at BlackRock TCP Capital Corp for your continued hard work and dedication. We appreciate your questions and our dialogue today. Thanks again for joining us. This concludes today's call.

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