BlackRock TCP Capital Corp. To Sell $523M Portfolio Stake to Pantheon in CV Deal
BlackRock TCP Capital Corp. has agreed to sell 95% of the equity interests in a continuation vehicle holding approximately $523 million of investments to funds and accounts sponsored by Pantheon.
The vehicle contains investments across 78 portfolio companies with sector, lien and credit characteristics broadly similar to the business development company’s debt portfolio before the transaction.
The assets represented approximately 48% of the debt portfolio’s fair value immediately before the deal. They include all collateral underlying the recently issued BlackRock DLF 2026-C collateralized loan obligation, along with additional investments contributed by TCPC.
The BDC transferred an average of approximately two-thirds of each investment position to the vehicle while retaining direct exposure to substantially all the portfolio companies. TCPC will also maintain a 5% ownership interest in the vehicle.
The base purchase price was set at 95% of the investments’ gross fair value as of Dec. 31, 2025, subject to customary adjustments. TCPC said the price represents a substantial premium to the value implied by its share price.
The transaction is expected to reduce net asset value by approximately 10.4%, or 68 cents per share, based on the company’s June 30, 2026, NAV. TCPC said the sale will materially lower leverage and unfunded commitments while increasing liquidity and investment capacity.
The board obtained a fairness opinion from Lincoln International and retained Keefe, Bruyette & Woods to assist with a strategic review.
“[The transaction] meaningfully increases our financial flexibility by significantly lowering leverage and enhancing liquidity, while realizing a substantial premium relative to the value implied by the Company’s current share price,” said Phil Tseng, chairman, chief executive officer and co-chief investment officer of BlackRock TCP Capital Corp.
Moelis & Company LLC acted as financial advisor to the Company in connection with the portfolio sale transaction.