Jessica Ekeberg - Vice President, Global Investor Relations Howard Levkowitz - Chairman and Chief Executive Officer, TCP Capital Corp; and Managing Partner, Tennenbaum Capital Partners Paul Davis - Chief Financial Officer, TCP Capital Corp; and Chief Financial Officer, Tennenbaum Capital Partners Rajneesh Vig - President & Chief Operating Officer, TCP Capital Corp.; and Managing Partner, Tennenbaum Capital Partners.

Joseph Mazzoli - Wells Fargo Securities, LLC Robert Dodd - Raymond James & Associates, Inc. Christopher Testa - National Securities Ryan Lynch - Keefe, Bruyette & Woods, Inc..

Good day, ladies and gentlemen, and welcome to the TCP Capital Corporation’s Third Quarter 2017 Financial Results. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time.

[Operator Instructions] I would now like to introduce your host for today’s conference, Jessica Ekeberg. You may begin..

Thank you. Before we begin, I would like to 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 involves 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 third quarter ended September 30, 2017.

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. I will now turn the call over to our Chairman and CEO, Howard Levkowitz..

a $43 million senior secured loan to Nephron, a manufacturer of generic respiratory medications; a $24 million senior secured loan – follow-on loan to InMobi, one of the largest independent mobile ad networks in the world; a $24 million senior secured loan the ECi, a business management and e-commerce company; a $22 million senior secured loan to Applause, a quality assurance testing platform; and a $16 million senior secured loan to Xactly, a cloud-based enterprise platform for sales performance management.

Our other investments in the third quarter span a varieties of industries, including insurance, advertising and retail. In the third quarter, dispositions of portfolio investments comprised $158 million.

These included the repayments of $19 million in debt from 36 Street Capital, a $16 million senior secured loan to ABG, and $16 million from our investment in NEP. New investments in the quarter had a weighted average effective yield of 10.3%, and the investments we exited during the quarter had a weighted average effective yield of a 11.7%.

Our overall effective portfolio yield at quarter-end was a 11%. Given the competitive pricing environment, we’re very pleased to be able to continue to generate such consistently strong yields on our investments. Now I will turn the call over to Paul, who will discuss our third quarter financial results.

Paul?.

Thanks, Howard, and good morning, everyone. Starting in Slide 11, net investment income after incentive compensation was $0.38 per share, or $0.02 above our dividend of $0.36 per share. This continues our 5.5-year record of covering our dividend every quarter since our IPO. Since the IPO, we have out-earned our dividends by a cumulative $22.8 million.

Investment income for the quarter was $0.74 per share. Interest income comprised $0.72 per share, of which recurring cash interest was $0.60, recurring PIK income was $0.05, and recurring discount and fee amortization was $0.04. The remaining $0.03 per share came from prepayment income, including both prepayment fees and unamortized OID.

We also earned a $0.015 per share from other income. 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 a time the investment is made.

Operating income of $0.27 per share included interest and other debt expenses of $0.14 per share for net investment income of $0.47 per share before incentive compensation. Incentive compensation was $0.09 per share, or 20% of net investment income, as our all-in performance continued to exceed our cumulative total return hurdle rate of 8%.

Net realized and unrealized losses of $7.4 million, or $0.13 per share were comprised primarily of markdowns of approximately $2 million each on Edmentum, Real Mex and Kawa. Realized losses of $4.6 million included $2.8 million on the expiration of our right side warrants, which were previously marked at approximately zero.

We received these warrants in connection with loans to the company that we funded at a discount and which were repaid in full after generating significant interest income. Our credit quality remains strong with only two non-accrual loans at quarter-end, both of which were marked at zero.

While we are not expecting recovery on our small loan to Essex Ocean, we are working hard to turnaround Real Mex, a legacy special situations investment from before our IPO, which we’ve discussed in the past. The Real Mex loan had been marked at $0.09 in the prior quarter.

Turning to Slide 14, we closed the quarter with total liquidity of $310.8 million. This includes available leverage of $311 million and cash and cash equivalents of $71.9 million, less net pending settlements of $72.1 million. Available leverage includes the remaining $75 million available on our $150 million leverage commitment from the SBA.

Regulatory leverage at quarter-end, which is net of SBIC debt was 0.68 times common equity, both gross and net of cash and outstanding trades. Given that, our stock has been trading at a premium to NAV, we did not repurchase any shares under our share repurchase program during the quarter.

At the end of the quarter, the combined weighted average interest rate on our outstanding debt was 4.12%. This reflects our TCPC funding facility and SVCP revolver at a rate of LIBOR plus 2.5%.

Our convertible note issuances at rates of 4.625% and 5 in a quarter, our recently issued senior unsecured notes at 4.125% and our SBA debentures at a blended rate of 2.57%. I’ll now turn the call back over to Howard..

Thanks, Paul. Now I will briefly cover what we’re currently seeing in the market. We continue to see strong demand for our lending solutions for middle market companies across a wide variety of industries. At the same time, we recognize that there are many new competitors in the market some of whom are being aggressive.

We continue to take a highly disciplined and selective approach to new investments. And while we are passing on many opportunities, we have a strong pipeline of potential investments that meet our risk reward profile.

I would also like to point out that, we continue to invest meaningful amounts of new capital into existing portfolio companies, as these are businesses and management teams with whom we are familiar and that look to us first as trusted partners to help them finance their growth plans.

Third quarter through November 3rd, we have invested approximately $68 million, primarily in four senior secured loans. The combined effect of yield of these investments is approximately 10%.

At this early point in the quarter, our pipeline includes many transactions that are well within our historical yield range, including several we expect to close in the coming weeks. Our ATM program has been a shareholder-friendly way to raise equity to fund new lending opportunities, and we may consider reactivating it this quarter.

As in the past, our ATM would only be activated in a manner that we believe to be shareholder-friendly.

TCPC has built a strong market position by leveraging our platform to lend to established middle market companies with sustainable competitive advantages that generate substantial cash flow and or have significant asset coverage in our enterprise value.

Our co-investment exemptive relief from the SEC, which was granted over a decade ago affords us the opportunity to co-invest alongside Tennenbaum Capital’s other clients to provide larger and more comprehensive capital solutions to our borrowers than TCPC could pursue on its own. Looking to the future, our strategy remains the same.

We will continue to focus on effectively deploying capital from our diverse and attractively priced funding sources to optimize our portfolio performance by generating a strong recurring earnings stream, while focusing on capital preservation. We believe we are uniquely qualified for continued success for several reasons.

First, our focus remains on managing our portfolio to deliver consistent returns and a well-covered and attractive dividend to our shareholders. We have done this in great part by taking a highly selective approach to investments, staying true to our disciplined underwriting standards and maintaining strong credit quality.

While we invest in many different industries and in companies we know and understand well, we continue to focus on businesses with sustainable competitive advantages and significant cash flow and/or asset coverage or enterprise value. Second, the vast majority of our investments are in senior secured loans, most of which are floating rate.

This reduces our overall risk profile and enhances our portfolio performance, enabling us to consistently cover our dividend each quarter. Our portfolio is well-positioned for any meaningful rise in interest rates and even a 25 basis point increase in rates would be accretive.

Third, our low-cost of capital and diverse funding sources are key competitive advantages for TCPC. We have attractively priced leverage and access to a variety of equity and debt financing alternatives, including convertible notes, term loan, revolving credit facilities, and long-term SBIC unsecured notes.

Finally, our interests are closely aligned with our shareholders. Our origination income recognition practices are conservative, and we have one of the most shareholder-friendly fee structures in the industry.

We continue to invest alongside our shareholders and members of the management team, the Board of Directors have frequently purchased TCPC shares in the open market. In closing, we are pleased with our performance and we are optimistic about our prospects for delivering continued growth and returns to our shareholders in the fourth quarter.

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..

[Operator Instructions] Our first question comes from Jonathan Bock with Wells Fargo security. Your line is open..

Good morning. Joe Mazzoli filling in for Jonathan Bock. The first question with regulatory leverage of just under 0.7 times debt to equity as of 9/30. What are your thoughts on equity issuance in today’s environment? It seems like you have already strong fundings in the fourth quarter.

And you mentioned, the ATM, how just to gain a perspective of how you think through this – how do you view the ATM versus additional private placements?.

Joe, thank you for the question. Our views on approaching liquidity in the capital markets remain consistent, which is that our underlying principle is, in order to raise capital, we – it needs to be favorable to our shareholders over the long-term.

And as I think, you and other longtime observers know, we have done a variety of things, direct deals, regular-way secondaries and the ATM. We announced last quarter that we might utilize the ATM. We had no need to do so. We’ve been cautious in our use of it.

We announced that we might do it again, because it’s a nice efficient way to add equity on a just in time basis. That does not mean that we’re going to. We certainly didn’t use it in Q3.

We’re continuing to look at our deal flow, our leverage, and really trying to optimize what we’re doing here for the long-term, and we’ll continue to look at all of our options. But really underlying all of those is doing things that we think will benefit the shareholders in the long-term..

That’s very helpful, Howard. Thank you for that. And just another kind of question related to the balance sheet is, with no growth in the SBA debentures quarter-over-quarter, we know that, of course, TCP is historically and continues to focus on quality deal flow and is not managing to any specific basket.

But is the lack of SBIC growth kind of just the nature of what the pipeline has looked like recently?.

Hi, Joe, it’s Raj. I’ll take that one. And certainly, as we’ve mentioned in some prior quarters, the SBA has generally gone a little slower than we expected.

I think, the no growth scenario quarter-over-quarter, I guess, year-to-date some degree doesn’t incorporate some repayments we’ve gotten through the year even though we deployed into new companies. But to your point, the point you made, part of it is not looking to compromise our approach – our standards for the sake of drawing it down.

We do think occasionally, hopefully, more occasionally, we will see opportunity to do that. In the quarter to date, what – you may have missed is. There is a deal that we have funded that that will utilize SBIC, quarter day Q4 to be clear.

But I think the overarching theme is, we are not going to compromise approach or sort of the criteria that we look for in the current underwriting. I do think we are looking to make some internal changes on how we approach the market and source those deals to have a wider footprint.

But how that trends – how that kind of place through the funding will be episodic. And hopefully, we’ll see more utilization in that facility in the appropriate manner..

Thank you very much for that. And just as a final question here. If you could provide a brief update on Kawa Solar? It looks like the senior loan is marked at 96%, it’s 8%, PIK.

The equity has kind of been marked all the way down, but then I’m trying to understand, it looks like there is a new investment in Conergy, or was Conergy kind of restructured or spun out of Kawa? If you could just provide a little bit more color there? Thank you..

Sure. Hey, there. There are a lot of moving parts. And I guess, over – overarching comment I’d make is, this is a company that’s in the process of a restructuring that we closed in the early part of this quarter Q3 and certainly, one that we’re working on to push for recovery.

And what you have on the – on our statement of positions is a couple of positions. You have a debt facility or a couple of tranches of debt facilities that we think are are well covered.

As part of the restructuring, we did restructure into a standalone company, where we control the – have majority ownership that is Conergy Asia, where the equity is marked down based on the deal – the valuation at the time of the deal close. But generally speaking, we believe this company is in a growing market.

There is a bit of a logistical effort, because the focus of the ongoing business in Asia, where the growth on a global basis is, I think, relatively better.

We do believe there is a better sort of better time ahead of us, but it will take work and some transitional investment, which is the new position you’re highlighting to kind of foster growth and kind of help through the restructuring transition. But there are several pieces on the statement of positions, as you point out.

It is a debt or debt tranches that are covered and equity participation that is partly the result of the restructure debt and partly a new funding that we also believe is covered. And where the business goes from here, we will update you on a quarterly basis.

But we do think there is good growth at the margin that we’re seeing some interim success on and how that kind of results through the position mark and valuation will be something that we update you on periodically..

That’s very helpful. Thank you for providing that update and that’s it for me. Thank you for taking my questions..

Thank you, Joe..

Our next question comes from the line of Robert Dodd with Raymond James. Your line is open..

Hi, guys. Obviously, congratulations on a quarter. I think it was pretty solid. If your credit quality now, obviously, you’ve cleaned a lot, I would say, there’s still a tiny bit on asset you don’t expect to get a recovery. Real Mex is old for lack of a better term.

If I can kind of pretty honest, but where do you on that other areas of the portfolio maybe by industry such a way you have any concerns or areas in the market, where you have concerns and you’re looking to stay away from maybe more aggressively than you would have done six months ago?.

Yes. Robert, maybe I’ll take that. And just it’s a good segue from what we just talked about I think, I agree with you. Our view is that the portfolio of credit quality is quite good. As highlighted by the Kawa discussion or the question that was just asked.

And perhaps to some degree by the – and mentioned name that we talked about several times, occasionally, there will be companies that have a bit of a challenge. The nice thing is, we are experienced from what we do across the firm in dealing with challenged businesses. We did not shy away from the effort that’s needed as long as it takes.

And so I think, occasionally, in this business things will come up and you’ll have to just kind of buckle down and work through those positions. Fortunately, we do not have a lot other than some of those names you mentioned and the one I just discussed.

I do think to your – answer your question more directly, we’re just doing what I feel like we’ve always done perhaps doing it more frequently, which is staying away from structures, lack of covenant type of company, meaning, highly cyclical or less predictable in its outlook.

And really trying to avoid the mistake in the portfolio by avoiding the funding outright and not forcing things that we feel like we shouldn’t be forcing for the sake of deploying capital. We’re clearly saying, no, a lot more often. The close rate is sub-10%, I would say, and things we look at.

But a lot of it is just doing what we’ve what we try to do consistently over the course of our history, perhaps more frequently now just because of what people are pushing for in terms of structure, issuer-friendly structures and covenant like deals and things that you’re seeing in the broader syndicated marketplace.

I don’t think that’s changed over the last six months. I think. it’s just a more than ever a focus on avoiding those situations outright..

Okay, got it. Thank you. On the competitive side, excuse me, obviously, the competitors come and go, new entrants – the entry of new entrant in the lending markets kind of cyclical. And times like this, we see a lot of them that are aggressive and then they go away.

On that front, I mean, are you starting to hear anything from sponsors maybe about and obviously, you’ve held up. Your origination activities have been good. Your yield has been good.

How much of that is you put down to your long-term presence in the market? And the fact that you’re not going to disappear and leave them hanging, if the credit markets get chop – when the credit markets get choppy at some point? I mean is that material factor in how you’re keeping the yields and your activity up?.

Robert, it’s Howard. Thanks for the question. I think, our longevity in this business, we’ve been around, as a firm, for over two decades and doing direct lending for just a little shy of two decades is a big advantage.

We’ve been dealing with many people for many years, some institutions through multiple generations of people working there, long-term relationships and contacts across the firm. And I think for some borrowers, that does make a big difference. They’d like to have somebody that they know will be stable and be around.

And that they can have some idea how they’re going to behave versus some new entrants who may or may not be there certainly, with the same staffing model in the near-future. So I do think that that has given us a big advantage in this smart environment..

Okay, great. Thanks. And if I had one last one, prepayment fee income $0.03 this quarter, obviously, $0.15 the quarter before since I think I asked this question pretty consistently. It’s hard to predict, but on that view, I mean, of the vintages in your portfolio, if I can only see it as a loan ages, the prepayment fee income, if it prepays declines.

I mean, where would you say the mix of potential prepays is in your portfolio versus old loans, new loans, et cetera, right now in terms of kind of maybe an indication of which direction prepayment income could go, obviously, Q2 is a way out, but general trends?.

Yes, Rob. Maybe I’ll try to answer that. I’m not sure I fully understand the question.

But in terms of where we have seen loans prepay in terms of how many years into it we get, I would say, in the sort of second to third-year, we’ve typically seen our loans prepay for a number of reasons, either they’re getting refinanced, the company is getting sold or what have you.

So we’re very focused on both prepayment as a structural element and certainly, trying to have some prepayment exposure and when we think the loans might exit kind of on a historical basis. I don’t know that that ties to any vintage that you’re – based on your – part of your question.

But in terms of sort of where in the life of a loan we’ve seen it happen, it’s typically been in the second to third-year, if you will, late second to third-year..

Okay. I appreciate that. Thank you..

[Operator Instructions] Our next question comes from the line of Christopher Testa with National Securities. Your line is open..

Hey, good afternoon, guys. Thank you for taking my questions. You had mentioned that for the quarter you did nine new originations and seven existing company originations.

Just wondering if you could give a rough estimate on the breakdown on a dollar or percentage basis in terms of the originations for those in the quarter?.

I – could you repeat the tail end of that, the percentage of what?.

Oh, yes. So you said nine new and seven existing.

I’m just wondering if you could give me kind of a dollar breakout of new versus existing for the originations on the quarter?.

Yes. We’re– we – why don’t we call you back with that? It’s – if you – the largest transactions we did were new, but we don’t have the number right here on the call. We’re happy to get back to you with it. The information could be derived by looking at our financial statements, but obviously no need for you to do that.

We’re happy to give you the information, but don’t want to keep people waiting..

Okay, that’s fair. Not a problem. Obviously, a lot of talk has been around the spread compression. And obviously, you guys provide differentiated solutions to help that abate that somewhat. Just curious given you have some space in the 30%, that’s going to have a good amount of space.

Is there any inclination to potentially enter a joint venture, where you could take some lower yielding safer credits, put some more financial leverage on it. I’m sure a company of your reputation and size would find a pretty easy to get a partner in that.

So just wondering your thoughts on that?.

Yes. We have looked at that. We’ve been approached by a number of parties offering to do that with us. We recognize that certainly, a number of BDCs have done just that. It is conceivable. We might do so in the future. Currently, we’ve had a certainly a very robust pipeline doing regular way loans, and that’s what’s been occupying our time and energy.

But it’s conceivable in the future. We might decide to do that. And just a rough estimate of your prior question north of 70% of our fundings were from new deals..

Okay, great. And just looking at something that constantly gets talked about in the market is that, people have this belief that certainty of close is not invaluable when the loan environment is unicorns and lollipops.

But I tend to disagree with that and think that the certainty of close that you guys are able to provide without syndication risk and having a one-stop solution is crucial to you guys maintaining the pricing power you have.

Is that the correct way to look at that?.

Oh, I think it definitely makes a difference. We have had the advantage in our platform of having had exemptive relief now going back to 2006. And so we’ve been able to provide more fulsome solutions to people for a long time. But that’s definitely something borrowers appreciate, and it’s not our business model to be in the syndication business.

We certainly know how we’ve done that from time to time, but we’re not trying to run the business on that basis..

Yes. And just let me – one clarification on the new versus existing. I would say, it’s approximately 70%, we’ll get you the exact number versus north, but in that range essentially, the majority of the fundings..

Okay, great. And obviously, the past two quarters you guys have crushed it in terms of origination growth and obviously, in a portfolio growth. Obviously, the market is very tight, and people are getting kind of skittish of where things are. Howard, I know you had mentioned having a strong pipeline.

Just curious, I guess, what you’re seeing that is differentiated from a lot of the rest of the market where you’re able to generate this type of growth at good risk adjusted returns?.

Yes, maybe I’ll try to take that. I would say and we’ve been following some of the commentary on the earnings – on earnings season. And I would say, we agree with a lot of the view that there are a lot of people trying to – there has been weakening structures, a lot of effort to get very issuer-friendly terms, and we’re seeing a lot of that as well.

I think, what we’re also seeing is good opportunity from sort of nontraditional channels and really leveraging our sourcing platform whether that be, because we’ve been around for so long and people know us or, as you mentioned, there’s a perception of ability to close without the syndication risk, or what have you all of that, I think, has some relevance.

So we’re seeing at the same time a fair number of people existing and new relationships looking to work with us in certain scenarios, where our approach and the visibility of our lower execution risk when we say, we can do something matters.

And that matters in situations where it may not be available to go to the syndicated route or time is of the essence, or just a particular, the good knowledge on a company or sector is differentiating us versus others.

And that fortunately is still playing through in a robust fashion, given our deployment, as you highlight, even in a market where I think there’s a lot of new participants and a lot of people looking for things that we’re trying to stay away from. So it’s just an element that we hope continues on. We can’t predict that.

But so far, we’ve been fortunate that we’ve been able to find those deals and close on them in a timely fashion..

Got it. Thank you for that. And just the last one for me, if I may. Given you guys are 85% floating, you obviously have a significant amount of fixed rate debt. When the 2019 converts come due in December of 19, and then obviously, thereafter you have the 2022s.

Just looking further out ahead, should we expect that you guys will be more inclined to maybe upsize the revolver and use that more given the match funding ability of that, or do you guys – are you guys still looking to kind of keep the mix much more heavily weighted towards fixed rate debt as well?.

Yes. So there are a few components in the way we think about the right side of the balance sheet. One is the nature of the obligations, floating versus fixed; and the other one is the source. And we think it’s important to have a diversified source. As you know, we have two different revolvers.

We have two converts, our recent unsecured corporate bond issuance and the SBA facilities. And maintaining that diversity of funding we think is very important. At any given time, one of those sources or others may be more attractive economically. And we also attempt to have some balance of floating rate versus fixed.

Although in the current environment, we’re probably a little bit more inclined to fix our obligations to some extent, but I don’t want to go too far with that comment. We’re not in the business of trying to predict where rates are trying to go.

But we certainly benefited a little bit this quarter from the uptick in LIBOR and the balance sheet is structured with 89% floating rate debt at this point in our assets to continue to benefit if LIBOR rate increases..

Great. That’s all for me. Thank you for taking my questions..

Thank you for your questions..

Our next question comes from the line of Ryan Lynch with KBW. Your line is open..

Good afternoon. I just have one question. You guys mentioned that you’ve out-earned the dividend by about $23 million since inception.

I’m just wondering has this spillover income, has this been increasing throughout 2017, or have there been any DTAs or NOLs that have been able to offset this access NII? And with a large amount of such a spillover income that you have, how do you guys think about special dividends going forward?.

Thanks, Ryan. Great question. We have been out-earning the dividend every quarter since inception to continue to increase on a GAAP basis through this year. So I mean, the tax numbers might be a little different, but on a GAAP basis, we continue to out-earn.

And as you note, there’s probably $22.8 million that’s in addition to the $16 million that we had in roll-forward at inception. So that’s the total of about $0.66 a share of spillover on a GAAP basis.

That said, on a – from a dividend perspective, we continue to analyze our dividend policy and mostly focus right now and making sure we continue to out-earn the dividend..

Okay. Thank you. That’s my only question..

Thank you..

I’m showing no further questions at this time. I would now like to call – turn the call back over to Howard Levkowitz. Your line is now open, sir..

Thank you. We appreciate everyone’s questions today, as well as our dialogue. I would like to thank our experienced, dedicated and talented team of professionals at TCP Capital. Thanks, again, for joining us. This concludes today’s call..

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