Edgar Filing: TCP Capital Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended June 30, 2013

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 814-00899

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 28 ^th Street, Suite 1000

Santa Monica, California

90405

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (310) 566-1000

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 x 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 x		Smaller Reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of August 8, 2013 was 26,654,701.

Table of Contents

TCP CAPITAL CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2013

TABLE OF CONTENTS

		Page
Part I.	Financial Information

Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of June 30, 2013 (unaudited) and December 31, 2012	2
	Consolidated Statements of Investments as of June 30, 2013 (unaudited) and December 31, 2012	3
	Consolidated Statements of Operations for the three and six months ended June 30, 2013 (unaudited) and June 30, 2012 (unaudited)	15
	Consolidated Statements of Changes in Net Assets for the six months ended June 30, 2013 (unaudited) and year ended December 31, 2012	16
	Consolidated Statements of Cash Flows for the six months ended June 30, 2013 (unaudited) and June 30, 2012 (unaudited)	17
	Notes to Consolidated Financial Statements (unaudited)	18
	Consolidated Schedule of Changes in Investments in Affiliates for the six months ended June 30, 2013 (unaudited) and year ended December 31, 2012	35
	Consolidated Schedule of Restricted Securities of Unaffiliated Issuers as of June 30, 2013 (unaudited) and December 31, 2012	37
	Consolidating Statement of Assets and Liabilities as of June 30, 2013 (unaudited) and December 31, 2012	38
	Consolidating Statement of Operations for the six months ended June 30, 2013 (unaudited) and June 30, 2012 (unaudited)	40

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54

Item 4.	Controls and Procedures	55

Part II.	Other Information

Item 1.	Legal Proceedings	56

Item 1A.	Risk Factors	56

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56

Item 3.	Defaults upon Senior Securities	56

Item 4.	Mine Safety Disclosures	56

Item 5.	Other Information	56

Item 6.	Exhibits	56

TCP Capital Corp.

Consolidated Statements of Assets and Liabilities

	June 30, 2013			December 31, 2012
	(unaudited)
Assets
Investments, at fair value:
Unaffiliated issuers (cost of $561,129,297 and $508,302,758, respectively)	$	501,648,852		$	440,772,190
Controlled companies (cost of $43,776,456 and $44,964,189 respectively)		20,863,780			22,489,208
Other affiliates (cost of $51,724,840 and $55,803,421, respectively)		49,249,412			54,421,689
Total investments (cost of $656,630,593 and $609,070,368, respectively)		571,762,044			517,683,087

Cash and cash equivalents		40,065,668			18,035,189
Accrued interest income:
Unaffiliated issuers		5,483,176			4,039,149
Controlled companies		47,773			53,524
Other affiliates		807,362			482,634
Receivable for investments sold		2,695,000			7,727,415
Deferred debt issuance costs		1,234,215			696,018
Unrealized appreciation on swaps		271,816			179,364
Prepaid expenses and other assets		1,041,845			345,722
Total assets		623,408,899			549,242,102

Liabilities
Debt		33,000,000			74,000,000
Incentive allocation payable		2,476,035			-
Payable for investments purchased		50,179,344			21,814,819
Interest payable		225,981			119,233
Payable to the Investment Manager		625,006			109,200
Management and advisory fees payable		1,940,295			-
Accrued expenses and other liabilities		1,938,607			2,685,015
Total liabilities		90,385,268			98,728,267

Preferred equity facility
Series A preferred limited partner interests in Special Value Continuation Partners, LP; $20,000/interest liquidation preference; 6,700 interests authorized, issued and outstanding		134,000,000			134,000,000
Accumulated dividends on Series A preferred equity facility		491,163			526,285
Total preferred limited partner interests		134,491,163			134,526,285

Non-controlling interest
General Partner interest in Special Value Continuation Partners, LP		344,310			-

Net assets applicable to common shareholders	$	398,188,158		$	315,987,550

Composition of net assets applicable to common shareholders
Common stock, $0.001 par value; 200,000,000 shares authorized, 26,654,701 and 21,477,628 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively		26,655			21,478
Paid-in capital in excess of par		522,439,540			444,234,060
Accumulated net investment income		23,502,379			22,526,179
Accumulated net realized losses		(62,601,363	)		(59,023,861	)
Accumulated net unrealized depreciation		(85,179,053	)		(91,770,306	)
Net assets applicable to common shareholders	$	398,188,158		$	315,987,550

Net assets per share	$	14.94		$	14.71

See accompanying notes.

TCP Capital Corp.

Consolidated Statement of Investments (Unaudited)

June 30, 2013

Showing Percentage of Total Cash and Investments of the Company

							Percent of
	Principal				Fair		Cash and
Investment	Amount		Cost		Value		Investments

Debt Investments (87.32%)
*Bank Debt (73.66%) ⁽¹⁾*
Accounting, Tax Preparation, Bookkeeping, and Payroll Services (1.34%)
Expert Global Solutions, LLC, Senior Secured 1st Lien Term Loan B, LIBOR + 7.25%, 1.25% LIBOR Floor, due 4/3/18	$	709,433	$	703,672	$	722,025		0.12	%
Expert Global Solutions, LLC, Senior Secured 2nd Lien Term Loan, LIBOR + 11%, 1.5% LIBOR Floor, due 10/3/18	$	7,434,877		7,212,837		7,479,487		1.22	%
Total Accounting, Tax Preparation, Bookkeeping, and Payroll Services				7,916,509		8,201,512

Artificial Synthetic Fibers and Filaments Manufacturing (0.34%)
AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/16 ⁽²⁾	$	2,056,927		2,056,927		2,056,927		0.34	%

Business Support Services (2.42%)
STG-Fairway Acquisitions, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 9.25%, 1.25% LIBOR Floor, due 8/28/19	$	14,643,455		13,901,546		14,804,534		2.42	%

Computer Equipment Manufacturing (1.23%)
ELO Touch Solutions, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 10.5%, 1.5% LIBOR Floor, due 12/1/18	$	10,000,000		9,643,220		7,500,000		1.23	%

Converted Paper Products Manufacturing (0.57%)
Ranpak Corp., Senior Secured 2nd Lien Term Loan, LIBOR + 7.25%, 1.25% LIBOR Floor, due 4/23/20	$	3,469,573		3,434,877		3,504,269		0.57	%

Electric Power Generation, Transmission and Distribution (2.83%)
Panda Sherman Power, LLC, Senior Secured 1st Lien Term Loan, LIBOR + 7.5%, 1.5% LIBOR Floor, due 9/14/18	$	11,070,172		10,921,028		11,319,251		1.86	%
Panda Temple Power II, LLC, Senior Secured 1st Lien Term Loan, LIBOR + 6%, 1.25% LIBOR Floor, due 4/3/19	$	5,892,970		5,834,041		5,951,900		0.97	%
Total Electric Power Generation, Transmission and Distribution				16,755,069		17,271,151

Electronic Shopping (1.32%)
Shopzilla, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 9.5%, due 3/31/16	$	8,055,057		7,758,926		8,063,112		1.32	%

Financial Investment Activities (0.38%)
Marsico Capital Management, Senior Secured 1st Lien Term Loan, LIBOR + 5%, due 12/31/22	$	10,805,431		13,605,476		2,296,154		0.38	%

Freight Transportation Arrangement (0.62%)
Livingston International, Inc., 2nd Lien Term Loan, LIBOR + 7.75%, 1.25% LIBOR Floor, due 4/18/20	$	3,750,000		3,676,841		3,801,563		0.62	%

Full-Service Restaurants (2.83%)
RM Holdco, LLC, Subordinated Convertible Term Loan, 1.12% PIK, due 3/21/18 ⁽²⁾	$	5,106,805		5,106,805		3,648,813		0.60	%
RM OpCo, LLC, Convertible 1st Lien Term Loan Tranche B-1, 12% Cash + 7% PIK, due 3/21/16 ⁽²⁾	$	1,307,280		1,271,799		1,307,280		0.21	%
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche A, 11%, due 3/21/16 ⁽²⁾	$	3,723,322		3,723,322		3,723,322		0.62	%
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche B, 12% Cash + 7% PIK, due 3/21/16 ⁽²⁾	$	6,503,573		6,503,573		6,503,573		1.06	%
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche B-1, 12% Cash + 7% PIK, due 3/21/16 ⁽²⁾	$	2,051,179		2,003,078		2,051,179		0.34	%
Total Full-Service Restaurants				18,608,577		17,234,167

Gaming Industries (5.09%)
Golden Gaming, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 7% Cash + 1% PIK, 2% LIBOR Floor, due 3/1/16	$	15,977,036		15,604,224		15,737,380		2.58	%
AGS LLC, 1st Lien Term Loan, LIBOR + 10%, 1.5% LIBOR Floor, due 8/15/16	$	13,269,231		12,835,230		13,581,058		2.22	%
AGS LLC, DDTL 1st Lien Term Loan, LIBOR + 10%, 1.5% LIBOR Floor, due 8/15/16	$	1,730,769		1,668,147		1,771,442		0.29	%
Total Gaming Industries				30,107,601		31,089,880

TCP Capital Corp.

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2013

Showing Percentage of Total Cash and Investments of the Company

							Percent of
	Principal				Fair		Cash and
Investment	Amount		Cost		Value		Investments

Debt Investments (continued)
Grocery Stores (2.07%)
Bashas, Inc., Senior Secured 1st Lien FILO Term Loan, LIBOR + 9.35%, 1.5% LIBOR Floor, due 12/28/15	$	12,386,974	$	12,386,974	$	12,678,067		2.07	%

Inland Water Transportation (2.08%)
US Shipping Corp, Senior Secured 1st Lien Term Loan B, LIBOR + 7.75%, 1.25% LIBOR Floor, due 4/30/18	$	12,666,667		12,540,000		12,708,847		2.08	%

Insurance Related Activities (0.92%)
Confie Seguros Holding II Co., 2nd Lien Term Loan, LIBOR + 9%, 1.25% LIBOR Floor, due 5/8/19	$	5,541,809		5,439,149		5,624,936		0.92	%

Iron and Steel Mills and Ferroalloy Manufacturing (1.09%)
Essar Steel Algoma, Inc., Senior Secured Term Loan, LIBOR + 7.5%, 1.25% LIBOR Floor, due 9/20/14	$	6,548,242		6,464,067		6,691,518		1.09	%

Motion Picture and Video Industries (2.54%)
CORE Entertainment, Inc., Senior Secured 1st Lien Term Loan, 9%, due 6/21/17	$	9,462,231		9,371,287		8,563,319		1.40	%
CORE Entertainment, Inc., Senior Secured 2nd Lien Term Loan, 13.5%, due 6/21/18	$	7,569,785		7,494,745		6,964,202		1.14	%
Total Motion Picture and Video Industries				16,866,032		15,527,521

Motor Vehicle Parts Manufacturing (2.14%)
DMI SMW Holding Corporation, 1st Lien Senior Secured Term Loan, LIBOR + 7.75%, 1.5% LIBOR Floor, due 12/21/17	$	12,864,180		12,725,052		13,121,463		2.14	%

Newspaper, Periodical, Book, and Directory Publishers (2.17%)
MediMedia USA, Inc., 1st Lien Revolver, LIBOR + 6.75%, due 5/20/18	$	2,170,000		2,557,500		3,593,520		0.59	%
MediMedia USA, Inc., 1st Lien Term Loan, LIBOR + 6.75%, 1.25% LIBOR Floor, due 11/20/18	$	9,750,000		9,457,500		9,689,063		1.58	%
Total Newspaper, Periodical, Book, and Directory Publishers				12,015,000		13,282,583

Other Amusement and Recreation Industries (1.92%)
Intrawest Cayman L.P., 1st Lien Term Loan, LIBOR + 5.75%, 1.25% LIBOR Floor, due 12/4/17 - (Cayman Islands)	$	1,243,750		1,226,886		1,261,890		0.21	%
Intrawest Cayman L.P., 2nd Lien Term Loan, LIBOR + 9.5%, 1.25% LIBOR Floor, due 12/4/18 - (Cayman Islands)	$	10,250,000		10,012,402		10,480,625		1.71	%
Total Other Amusement and Recreation Industries				11,239,288		11,742,515

Other Electrical Equipment and Component Manufacturing (2.76%)
Palladium Energy, Inc., 1st Lien Senior Secured Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 12/26/17	$	16,500,317		16,199,303		16,888,074		2.76	%

Other Professional, Scientific, and Technical Services (4.15%)
Connolly, LLC, Senior Secured 2nd Lien Term Loan, LIBOR + 9.25%, 1.25% LIBOR Floor, due 7/15/19	$	12,000,000		11,818,600		12,120,000		1.98	%
ConvergeOne Holdings, 1st Lien Term Loan, LIBOR + 8%, 1.25% LIBOR Floor, due 5/8/19	$	13,500,000		13,297,500		13,297,500		2.17	%
Total Other Professional, Scientific, and Technical Services				25,116,100		25,417,500

Other Telecommunications (2.30%)
Securus Technologies, Inc., 2nd Lien Term Loan, LIBOR + 7.75%, 1.25% LIBOR Floor, due 4/30/21	$	14,000,000		13,860,000		14,065,660		2.30	%

Petroleum and Coal Products Manufacturing (1.34%)
Boomerang Tube, LLC, 2nd Lien Term Loan, LIBOR + 9.5%, 1.5% LIBOR Floor, due 10/11/17	$	8,306,975		8,087,150		8,223,905		1.34	%

Pharmaceutical and Medicine Manufacturing (1.33%)
Pharmaceutical Research Associates, Inc., 2nd Lien Term Loan, LIBOR + 9.25%, 1.25% LIBOR Floor, due 6/10/19	$	7,996,875		7,836,938		8,121,826		1.33	%

Promoters of Performing Arts, Sports, and Similar Events (1.82%)
Stadium Management Group, Senior Secured 2nd Lien Term Loan, LIBOR + 9.50%, 1.25% LIBOR Floor, due 12/7/18	$	11,000,000		10,804,248		11,165,000		1.82	%

TCP Capital Corp.

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2013

Showing Percentage of Total Cash and Investments of the Company

							Percent of
	Principal				Fair		Cash and
Investment	Amount		Cost		Value		Investments

Debt Investments (continued)
Radio and Television Broadcasting (3.92%)
SiTV, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 6% Cash + 4% PIK, 2% LIBOR Floor, due 8/3/16	$	6,910,700	$	6,539,175	$	6,689,558		1.09	%
The Tennis Channel, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 8.5%, due 5/29/17	$	17,347,866		16,842,708		17,295,822		2.83	%
Total Radio and Television Broadcasting				23,381,883		23,985,380

Retail (1.59%)
Kenneth Cole Productions, Inc., Senior Secured 1st Lien FILO Term Loan, LIBOR + 10.60%, 1% LIBOR Floor, due 9/25/17	$	9,590,909		9,342,431		9,734,773		1.59	%

Scheduled Air Transportation (2.38%)
Aircraft Secured Mortgages - Aircraft Leased to Delta Air Lines, Inc.
N913DL, 8%, due 3/15/17 ⁽⁶⁾	$	328,575		328,575		334,560		0.05	%
N918DL, 8%, due 8/15/18 ⁽⁶⁾	$	422,991		422,991		428,230		0.07	%
N954DL, 8%, due 3/20/19 ⁽⁶⁾	$	554,573		554,573		559,130		0.09	%
N955DL, 8%, due 6/20/19 ⁽⁶⁾	$	571,950		571,950		575,790		0.09	%
N956DL, 8%, due 5/20/19 ⁽⁶⁾	$	571,586		571,586		575,790		0.09	%
N957DL, 8%, due 6/20/19 ⁽⁶⁾	$	576,953		576,953		580,890		0.09	%
N959DL, 8%, due 7/20/19 ⁽⁶⁾	$	582,277		582,277		585,990		0.10	%
N960DL, 8%, due 10/20/19 ⁽⁶⁾	$	602,988		602,988		605,710		0.10	%
N961DL, 8%, due 8/20/19⁽⁶⁾	$	597,481		597,481		600,950		0.10	%
N976DL, 8%, due 2/15/18 ⁽⁶⁾	$	434,977		434,977		441,490		0.07	%
Aircraft Secured Mortgages - Aircraft Leased to United Airlines, Inc.
N510UA, 20%, due 10/26/16 ⁽²⁾	$	371,650		371,650		473,195		0.08	%
N512UA, 20%, due 10/26/16 ⁽²⁾	$	376,416		376,416		481,935		0.08	%
N536UA, 16%, due 9/29/14 ⁽²⁾	$	183,234		183,234		197,695		0.03	%
N545UA, 16%, due 8/29/15 ⁽²⁾	$	316,357		316,357		359,005		0.06	%
N585UA, 20%, due 10/25/16 ⁽²⁾	$	441,969		441,969		565,915		0.09	%
N659UA, 12%, due 2/28/16 ⁽⁶⁾	$	3,222,700		3,222,700		3,485,737		0.57	%
N661UA, 12%, due 5/4/16 ⁽⁶⁾	$	3,379,195		3,379,195		3,788,310		0.62	%
Total Scheduled Air Transportation				13,535,872		14,640,322

Semiconductor and Other Electronic Component Manufacturing (2.29%)
Isola USA Corporation, 1st Lien Term Loan, LIBOR + 8%, 2% LIBOR Floor, due 9/30/15	$	14,000,000		13,975,000		14,000,000		2.29	%

Software Publishers (8.57%)
Blue Coat Systems, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 8.5%, 1% LIBOR Floor, due 6/28/20	$	15,000,000		14,878,125		15,000,000		2.45	%
Deltek, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 8.75%, 1.25% LIBOR Floor, due 10/10/19	$	15,000,000		14,793,064		15,187,500		2.48	%
Edmentum, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 9.75%, 1.5% LIBOR Floor, due 5/17/19	$	15,000,000		14,732,239		15,075,000		2.46	%
Websense, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 7.25%, 1% LIBOR Floor, due 12/27/20	$	7,200,000		7,164,000		7,209,000		1.18	%
Total Software Publishers				51,567,428		52,471,500

Wired Telecommunications Carriers (3.36%)
Bulgaria Telecom Company AD, 1st Lien Facility 1A Term Loan, EURIBOR + 5.5%, due 11/9/17 - (Bulgaria) ⁽⁴⁾	€	3,261,237		3,523,974		3,967,083		0.65	%
Integra Telecom Holdings, Inc., 2nd Lien Term Loan, LIBOR + 8.5%, 1.25% LIBOR Floor, due 2/22/20	$	15,000,000		14,683,897		15,420,525		2.52	%
Viva Telecom Bulgaria EAD, 1st Lien Facility 1B Term Loan, EURIBOR + 5.5%, due 11/9/17 -(Luxembourg)⁽⁴⁾	€	980,713		1,059,723		1,192,973		0.19	%
Total Wired Telecommunications Carriers				19,267,594		20,580,581

TCP Capital Corp.

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2013

Showing Percentage of Total Cash and Investments of the Company

	Principal						Percent of
	Amount or				Fair		Cash and
Investment	Shares		Cost		Value		Investments

Debt Investments (continued)
Wireless Telecommunications Carriers (3.95%)
Globalive Wireless Management Corp., Senior Secured 1st Lien Term Loan, LIBOR + 10.9%, due 4/30/14 - (Canada)	$	3,037,292	$	2,933,872	$	3,028,180		0.49	%
Gogo, LLC, Senior Secured 1st Lien Term Loan, LIBOR + 9.75%, 1.5% LIBOR Floor, due 6/21/17	$	19,839,573		18,948,000		21,148,984		3.46	%
Total Wireless Telecommunications Carriers				21,881,872		24,177,164

Total Bank Debt				451,996,950		450,672,404

Other Corporate Debt Securities (13.66%)
Architectural, Engineering, and Related Services (1.18%)
ESP Holdings, Inc., Junior Unsecured Subordinated Promissory Notes, 6% Cash + 10% PIK, due 12/31/19 ^{(2), (5)}	$	7,209,840		7,209,840		7,209,840		1.18	%

Artificial Synthetic Fibers and Filaments Manufacturing (1.49%)
AGY Holding Corporation, Senior Secured 2nd Lien Notes, 11%, due 11/15/16 ⁽²⁾	$	9,268,000		7,586,317		9,128,980		1.49	%

Data Processing, Hosting, and Related Services (1.24%)
The Telx Group, Inc., Senior Unsecured Notes, 10% Cash + 2% PIK, due 9/26/19 ⁽⁵⁾	$	7,028,456		6,889,974		7,590,732		1.24	%

Metal and Mineral (except Petroleum) Merchant Wholesalers (2.02%)
Constellation Enterprises, LLC, Senior Secured 1st Lien Notes, 10.625%, due 2/1/16 ⁽⁵⁾	$	12,500,000		12,322,875		12,326,174		2.02	%

Metal Ore Mining (1.11%)
St Barbara Ltd., 1st Priority Senior Secured Notes, 8.875%, due 4/15/18 ⁽⁵⁾	$	7,359,000		7,323,241		6,770,280		1.11	%

Nondepository Credit Intermediation (1.68%)
Caribbean Financial Group, Senior Secured Notes, 11.5%, due 11/15/19 ⁽⁵⁾	$	10,000,000		9,813,857		10,300,000		1.68	%

Plastics Products Manufacturing (2.26%)
Iracore International, Inc., Senior Secured Notes, 9.5%, due 6/1/18 ⁽⁵⁾	$	13,600,000		13,600,000		13,804,000		2.26	%

Scientific Research and Development Services (2.68%)
BPA Laboratories, Inc., Senior Secured Notes, 12.25%, due 4/1/17 ⁽⁵⁾	$	17,110,000		16,446,295		16,425,600		2.68	%

Total Other Corporate Debt Securities				81,192,399		83,555,606

Total Debt Investments				533,189,349		534,228,010

Equity Securities (6.13%)
Architectural, Engineering, and Related Services (1.10%)
ESP Holdings, Inc., Cumulative Preferred 15% ^{(2), (3), (5)}		20,297		2,249,930		3,947,863		0.65	%
ESP Holdings, Inc., Common Stock ^{(2), (3), (5)}		88,670		9,311,782		2,782,460		0.45	%
Total Architectural, Engineering, and Related Services				11,561,712		6,730,323

Business Support Services (0.21%)
STG-Fairway Holdings, LLC, Class A Units ^{(3), (5)}		80,396		1,100,348		1,279,342		0.21	%

Data Processing, Hosting, and Related Services (0.17%)
Anacomp, Inc., Class A Common Stock ^{(3), (5), (6)}		1,255,527		26,711,048		1,016,977		0.17	%

Depository Credit Intermediation (0.15%)
Doral Financial Corporation, Common Stock ⁽³⁾		1,077,795		11,699,417		894,570		0.15	%

Electric Power Generation, Transmission and Distribution (0.01%)
La Paloma Residual Bank Debt Claim ^{(3), (5)}		1,830,453		1,574,284		51,253		0.01	%

Electronic Shopping (0.21%)
Shop Holding, LLC, Class A Units ^{(3), (5)}		490,037		462,576		992,709		0.16	%
Shop Holding, LLC, Warrants to Purchase Class A Units ^{(3), (5)}		326,691		-		335,154		0.05	%
Total Electronic Shopping				462,576		1,327,863

TCP Capital Corp.

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2013

Showing Percentage of Total Cash and Investments of the Company

							Percent of Cash and
Investment	Shares		Cost		Fair Value		Investments

Equity Securities (continued)
Financial Investment Activities (0.00%)
Marsico Holdings, LLC, Common Interest Units ^{(3), (5)}		168,698	$	172,694	$	843		-

Full-Service Restaurants (0.00%)
RM Holdco, LLC, Membership Units ^{(2), (3), (5)}		13,161,000		2,010,777		-		-

Machine Shops; Turned Product; and Screw, Nut, and Bolt Manufacturing (0.00%)
Precision Holdings, LLC, Class C Membership Interests ^{(3), (5)}		33		1,396		17,240		-

Nonmetallic Mineral Mining and Quarrying (0.35%)
EPMC HoldCo, LLC, Membership Units ^{(2), (5)}		1,312,720		-		2,152,862		0.35	%

Other Amusement and Recreation Industries (0.00%)
Bally Total Fitness Holding Corporation, Common Stock ^{(3), (5)}		6,058		45,186,963		18,174		-
Bally Total Fitness Holding Corporation, Warrants ^{(3), (5)}		10,924		-		1		-
Total Other Amusement and Recreation Industries				45,186,963		18,175

Radio and Television Broadcasting (0.06%)
SiTV, Inc., Warrants to Purchase Common Stock^{(3), (5)}		233,470		300,322		352,540		0.06	%

Scheduled Air Transportation (1.66%)
Equipment Trusts - Aircraft Leased to Delta Air Lines, Inc.
N913DL Trust Beneficial Interests ^{(5), (6)}		594		104,865		129,540		0.02	%
N918DL Trust Beneficial Interests ^{(5), (6)}		526		119,617		145,860		0.02	%
N954DL Trust Beneficial Interests ^{(5), (6)}		505		146,704		81,430		0.01	%
N955DL Trust Beneficial Interests ^{(5), (6)}		495		148,419		130,560		0.02	%
N956DL Trust Beneficial Interests ^{(5), (6)}		497		148,548		133,450		0.02	%
N957DL Trust Beneficial Interests ^{(5), (6)}		495		149,508		134,300		0.02	%
N959DL Trust Beneficial Interests ^{(5), (6)}		493		150,462		135,320		0.02	%
N960DL Trust Beneficial Interests ^{(5), (6)}		486		154,379		141,780		0.02	%
N961DL Trust Beneficial Interests ^{(5), (6)}		490		153,569		143,820		0.02	%
N976DL Trust Beneficial Interests ^{(5), (6)}		546		124,076		103,530		0.02	%
Equipment Trusts - Aircraft Leased to United Airlines, Inc.
N510UA Trust Beneficial Interests ^{(2), (5)}		48		172,564		487,575		0.08	%
N512UA Trust Beneficial Interests ^{(2), (5)}		48		168,826		480,801		0.08	%
N536UA Trust Beneficial Interests ^{(2), (5)}		71		344,500		653,724		0.11	%
N545UA Trust Beneficial Interests ^{(2), (5)}		59		305,178		656,847		0.11	%
N585UA Trust Beneficial Interests ^{(2), (5)}		48		188,950		594,043		0.10	%
United N659UA-767, LLC (N659UA) ^{(5), (6)}		361		1,920,445		3,029,575		0.50	%
United N661UA-767, LLC (N661UA) ^{(5), (6)}		350		1,898,569		2,975,061		0.49	%
Total Scheduled Air Transportation				6,399,179		10,157,216

Resin, Synthetic Rubber, and Artificial Synthetic Fibers and Filaments Manufacturing (0.18%)
KAGY Holding Company, Inc., Series A Preferred Stock ^{(2), (3), (5)}		9,777,740		1,092,844		1,092,858		0.18	%

Semiconductor and Other Electronic Component Manufacturing (0.04%)
AIP/IS Holdings, LLC, Membership Units ^{(3), (5)}		352		-		229,504		0.04	%

Support Activities for Mining (0.58%)
DeepOcean Group Holding BV, Common Stock - (Norway) ^{(3), (5)}		145,824		3,477,624		3,572,909		0.58	%

TCP Capital Corp.

Consolidated Statement of Investments (Unaudited) (Continued)

June 30, 2013

Showing Percentage of Total Cash and Investments of the Company

							Percent of
					Fair		Cash and
Investment	Shares		Cost		Value		Investments

Equity Securities (continued)
Wired Telecommunications Carriers (1.41%)
Integra Telecom, Inc., Common Stock ^{(3), (5)}		1,274,522	$	8,433,884	$	5,265,976		0.86	%
Integra Telecom, Inc., Warrants ^{(3), (5)}		346,939		19,920		-		-
V Telecom Investment S.C.A, Common Shares - (Luxembourg) ^{(3), (4), (5)}		1,393		3,236,256		3,373,583		0.55	%
Total Wired Telecommunications Carriers				11,690,060		8,639,559

Total Equity Securities				123,441,244		37,534,034

Total Investments ⁽⁷⁾				656,630,593		571,762,044

Cash and Cash Equivalents						40,065,668		6.55	%

Total Cash and Investments					$	611,827,712		100.00	%

Notes to Statement of Investments:

⁽¹⁾

Investments in bank debt generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

⁽²⁾

Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer).

⁽³⁾

Non-income producing security.

⁽⁴⁾

Principal amount denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. (See Note 2)

⁽⁵⁾

Restricted security. (See Note 2)

⁽⁶⁾

Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer).

⁽⁷⁾

Includes investments with an aggregate market value of $5,916,563 that have been segregated to collateralize certain unfunded commitments.

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $170,863,503 and $121,049,823, respectively for the six months ended June 30, 2013. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of June 30, 2013 was $561,738,494, or 91.8% of total cash and investments of the Company.

Swaps at June 30, 2013 were as follows:

Investment	Notional Amount		Fair Value

Euro/US Dollar Cross-Currency Basis Swap, Pay Euros/Receive USD, Expires 5/16/14	$	6,040,944	$	271,816

See accompanying notes.

TCP Capital Corp.

Consolidated Statement of Investments

December 31, 2012

Showing Percentage of Total Cash and Investments of the Company

							Percent of
	Principal				Fair		Cash and
Investment	Amount		Cost		Value		Investments

Debt Investments (90.12%)
*Bank Debt (75.60%) ⁽¹⁾*
Accounting, Tax Preparation, Bookkeeping, and Payroll Services (3.16%)
Expert Global Solutions, LLC, Senior Secured 1st Lien Term Loan B, LIBOR + 6.75%, 1.25% LIBOR Floor, due 4/2/18	$	1,916,252	$	1,882,302	$	1,925,239		0.36	%
Expert Global Solutions, LLC, Senior Secured 2nd Lien Term Loan, LIBOR + 9.5%, 1.5% LIBOR Floor, due 10/2/18	$	14,976,011		14,493,414		14,953,547		2.80	%
Total Accounting, Tax Preparation, Bookkeeping, and Payroll Services				16,375,716		16,878,786

Business Support Services (3.58%)
STG-Fairway Acquisitions, Inc., Senior Secured 2nd Lien Term Loan, 12.5%, due 12/29/15	$	19,878,935		18,821,586		19,193,112		3.58	%

Computer Equipment Manufacturing (1.78%)
ELO Touch Solutions, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 10.5%, 1.5% LIBOR Floor, due 12/4/18	$	10,000,000		9,621,530		9,550,000		1.78	%

Electric Power Generation, Transmission and Distribution (3.41%)
Panda Sherman Power, LLC, Senior Secured 1st Lien Term Loan, LIBOR + 7.5%, 1.5% LIBOR Floor, due 9/14/18	$	11,070,172		10,910,286		11,263,900		2.10	%
Astoria Generating Company Acquisitions, LLC, Senior Secured 1st Lien Term Loan, LIBOR + 9.35%, 1.5% LIBOR Floor, due 12/28/15	$	7,000,000		6,727,929		7,040,845		1.31	%
Total Electric Power Generation, Transmission and Distribution				17,638,215		18,304,745

Electronic Shopping (2.13%)
Shopzilla, Inc., Senior Secured 2nd Lien Term Loan, 13%, due 6/1/14	$	11,382,687		10,869,637		11,422,526		2.13	%

Equipment Rental and Leasing (3.28%)
Sky Funding AMR Lease Portfolio, Senior Subordinated 1st Lien Term Loan, 10%, due 9/6/16 - (Ireland)	$	17,000,000		16,412,490		17,595,000		3.28	%

Financial Investment Activities (0.02%)
Marsico Capital Management, Senior Secured 1st Lien Term Loan, LIBOR + 5%, due 12/31/22	$	11,281,905		14,205,420		5,753,772		1.07	%

Full-Service Restaurants (3.20%)
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche A, 11%, due 3/19/16 ⁽²⁾	$	3,759,156		3,759,156		3,759,156		0.70	%
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche B, 12% Cash + 7% PIK, due 3/19/16 ⁽²⁾	$	6,258,122		6,258,122		6,258,122		1.17	%
RM Holdco, LLC, Subordinated Convertible Term Loan, 1.12% PIK, due 3/21/18 ⁽²⁾	$	5,106,805		5,106,805		5,106,805		0.96	%
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche B-1, 12% Cash + 7% PIK, due 3/19/16 ⁽²⁾	$	1,976,470		1,922,118		1,976,470		0.37	%
Total Full-Service Restaurants				17,046,201		17,100,553

Gaming Industries (5.61%)
Golden Gaming, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 7% Cash + 1% PIK, 2% LIBOR Floor, due 4/15/16	$	15,975,628		15,600,947		15,735,993		2.94	%
AGS LLC, 1st Lien Term Loan, LIBOR + 10%, 1.5% LIBOR Floor, due 8/15/16	$	13,269,231		12,781,083		13,395,288		2.50	%
AGS LLC, DDTL 1st Lien Term Loan, LIBOR + 10%, 1.5% LIBOR Floor, due 8/15/16	$	865,385		796,154		881,827		0.17	%
Total Gaming Industries				29,178,184		30,013,108

Grocery Stores (2.58%)
Bashas, Inc., Senior Secured 1st Lien FILO Term Loan, LIBOR + 9.35%, 1.5% LIBOR Floor, due 12/28/15	$	13,461,182		13,461,182		13,797,711		2.58	%

TCP Capital Corp.

Consolidated Statement of Investments (Continued)

December 31, 2012

Showing Percentage of Total Cash and Investments of the Company

							Percent of
	Principal				Fair		Cash and
Investment	Amount		Cost		Value		Investments

Debt Investments (continued)
Insurance Related Activities (1.04%)
Confie Seguros Holding II Co., 2nd Lien Term Loan, LIBOR + 9%, 1.25% LIBOR Floor, due 7/26/19	$	5,600,000	$	5,490,103	$	5,590,676		1.04	%

Iron and Steel Mills and Ferroalloy Manufacturing (1.22%)
Essar Steel Algoma, Inc., Senior Secured Term Loan, LIBOR + 7.5%, 1.25% LIBOR Floor, due 9/20/14	$	6,581,231		6,464,979		6,537,367		1.22	%

Motion Picture and Video Industries (2.83%)
CORE Entertainment, Inc., Senior Secured 1st Lien Term Loan, 9%, due 6/21/17	$	9,462,231		9,362,125		8,220,313		1.53	%
CORE Entertainment, Inc., Senior Secured 2nd Lien Term Loan, 13.5%, due 6/21/18	$	7,569,785		7,488,038		6,964,202		1.30	%
Total Motion Picture and Video Industries				16,850,163		15,184,515

Motor Vehicle Parts Manufacturing (2.41%)
DMI SMW Holding Corporation, Term Loan, LIBOR + 7.75%, 1.5% LIBOR Floor, due 12/21/17	$	12,935,000		12,938,292		12,902,663		2.41	%

Other Amusement and Recreation Industries (2.14%)
Intrawest Cayman L.P., 1st Lien Term Loan, LIBOR + 5.75%, 1.25% LIBOR Floor, due 12/4/17 - (Cayman Islands)	$	1,250,000		1,231,250		1,257,813		0.23	%
Intrawest Cayman L.P., 2nd Lien Term Loan, LIBOR + 9.5%, 1.25% LIBOR Floor, due 12/4/18 - (Cayman Islands)	$	10,250,000		9,993,750		10,250,000		1.91	%
Total Other Amusement and Recreation Industries				11,225,000		11,507,813

Other Electrical Equipment and Component Manufacturing (3.03%)
Palladium Energy, Inc., Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 12/21/17	$	16,500,317		16,170,991		16,219,812		3.03	%

Other Professional, Scientific, and Technical Services (2.27%)
Connolly, LLC, Senior Secured 2nd Lien Term Loan, LIBOR + 9.25%, 1.25% LIBOR Floor, due 7/26/19	$	12,000,000		11,808,454		12,157,500		2.27	%

Petroleum and Coal Products Manufacturing (1.57%)
Boomerang Tube, LLC, 2nd Lien Term Loan, LIBOR + 9.5%, 1.5% LIBOR Floor, due 10/2/17	$	8,522,741		8,277,159		8,416,206		1.57	%

Pharmaceutical and Medicine Manufacturing (1.51%)
Pharmaceutical Research Associates, Inc., 2nd Lien Term Loan, LIBOR + 9.25%, 1.25% LIBOR Floor, due 6/10/19	$	8,000,000		7,840,000		8,085,000		1.51	%

Promoters of Performing Arts, Sports, and Similar Events (2.06%)
Stadium Management Group, Senior Secured 2nd Lien Term Loan, LIBOR + 9.50%, 1.25% LIBOR Floor, due 12/7/18	$	11,000,000		10,792,091		11,055,000		2.06	%

Radio and Television Broadcasting (4.58%)
Encompass Digital Media, Inc., 1st Lien Term Loan, LIBOR + 6.5%, 1.5% LIBOR Floor, due 8/10/17	$	7,940,000		7,802,595		8,039,250		1.50	%
Granite Broadcasting Corporation, Senior Secured 1st Lien Term Loan B, LIBOR + 7.25%, 1.25% LIBOR Floor, due 5/23/18	$	9,950,000		9,719,719		9,974,875		1.86	%
SiTV, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 6% Cash + 4% PIK, 2% LIBOR Floor, due 8/3/16	$	6,806,343		6,421,282		6,523,880		1.22	%
Total Radio and Television Broadcasting				23,943,596		24,538,005

Retail (1.90%)
Kenneth Cole Productions, Inc., Senior Secured 1st Lien FILO Term Loan, LIBOR + 10.60%, 1% LIBOR Floor, due 9/25/17	$	10,000,000		9,717,763		10,200,000		1.90	%

TCP Capital Corp.

Consolidated Statement of Investments (Continued)

December 31, 2012

Showing Percentage of Total Cash and Investments of the Company

							Percent of
	Principal				Fair		Cash and
Investment	Amount		Cost		Value		Investments

Debt Investments (continued)
Scheduled Air Transportation (3.11%)
Delta Air Lines, Inc., Aircraft Secured Mortgage (N913DL), 8%, due 7/15/18 ⁽⁶⁾	$	366,557	$	366,557	$	367,370		0.07	%
Delta Air Lines, Inc., Aircraft Secured Mortgage (N918DL), 8%, due 7/15/18 ⁽⁶⁾	$	456,613		456,613		454,580		0.08	%
Delta Air Lines, Inc., Aircraft Secured Mortgage (N954DL), 8%, due 9/20/19 ⁽⁶⁾	$	593,200		593,200		597,720		0.11	%
Delta Air Lines, Inc., Aircraft Secured Mortgage (N955DL), 8%, due 9/20/19 ⁽⁶⁾	$	609,107		609,107		612,000		0.11	%
Delta Air Lines, Inc., Aircraft Secured Mortgage (N956DL), 8%, due 9/20/19 ⁽⁶⁾	$	609,360		609,360		612,850		0.11	%
Delta Air Lines, Inc., Aircraft Secured Mortgage (N957DL), 8%, due 9/20/19 ⁽⁶⁾	$	614,434		614,434		617,440		0.12	%
Delta Air Lines, Inc., Aircraft Secured Mortgage (N959DL), 8%, due 9/20/19 ⁽⁶⁾	$	619,468		619,468		622,030		0.12	%
Delta Air Lines, Inc., Aircraft Secured Mortgage (N960DL), 8%, due 9/20/19 ⁽⁶⁾	$	639,631		639,631		640,730		0.12	%
Delta Air Lines, Inc., Aircraft Secured Mortgage (N961DL), 8%, due 9/20/19 ⁽⁶⁾	$	635,009		635,009		636,990		0.12	%
Delta Air Lines, Inc., Aircraft Secured Mortgage (N976DL), 8%, due 7/15/18 ⁽⁶⁾	$	474,007		474,007		473,280		0.09	%
United Airlines, Inc., Aircraft Secured Mortgage (N510UA), 20%, due 9/26/16 ⁽²⁾	$	410,410		410,410		548,340		0.10	%
United Airlines, Inc., Aircraft Secured Mortgage (N512UA), 20%, due 10/26/16 ⁽²⁾	$	414,343		414,343		556,225		0.10	%
United Airlines, Inc., Aircraft Secured Mortgage (N536UA), 16%, due 8/21/14 ⁽²⁾	$	251,941		251,941		277,780		0.05	%
United Airlines, Inc., Aircraft Secured Mortgage (N545UA), 16%, due 7/17/15 ⁽²⁾	$	377,925		377,925		436,810		0.08	%
United Airlines, Inc., Aircraft Secured Mortgage (N585UA), 20%, due 10/25/16 ⁽²⁾	$	486,501		486,501		653,220		0.12	%
United Airlines, Inc., Aircraft Secured Mortgage (N659UA), 12%, due 3/28/16 ⁽⁶⁾	$	3,707,430		3,707,430		4,264,148		0.80	%
United Airlines, Inc., Aircraft Secured Mortgage (N661UA), 12%, due 5/4/16 ⁽⁶⁾	$	3,849,284		3,849,284		4,351,424		0.81	%
				15,115,220		16,722,937
Semiconductor and Other Electronic Component Manufacturing (2.61%)
Isola USA Corporation, 1st Lien Term Loan, LIBOR + 8%, 2% LIBOR Floor, due 9/29/15	$	14,000,000		13,975,000		14,000,000		2.61	%

Software Publishers (8.47%)
Blackboard, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 6%, 1.5% LIBOR Floor, due 10/4/18	$	2,671,613		2,457,884		2,705,008		0.51	%
Deltek, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 8.75%, 1.25% LIBOR Floor, due 10/10/19	$	15,000,000		14,781,719		15,275,025		2.85	%
Edmentum, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 9.75%, 1.5% LIBOR Floor due 5/8/19	$	15,000,000		14,717,168		14,831,250		2.77	%
SumTotal Systems, LLC, Senior Secured 2nd Lien Term Loan, LIBOR + 9%, 1.25% LIBOR Floor, due 5/13/19	$	7,600,000		7,449,234		7,524,000		1.41	%
The TriZetto Group, Inc., Senior Secured 2nd Lien Term Loan, LIBOR + 7.25%, 1.25% LIBOR Floor, due 3/28/19	$	5,000,000		4,927,523		4,979,175		0.93	%
Total Software Publishers				44,333,528		45,314,458

Support Activities for Mining (0.06%)
Trico Shipping AS, 1st Lien Term Loan A, LIBOR + 8.5%, 1.5% LIBOR Floor, due 5/13/14 - (Norway)	$	228,803		228,803		228,803		0.04	%
Trico Shipping AS, 1st Lien Term Loan B, LIBOR + 8.5%, 1.5% LIBOR Floor, due 5/13/14 - (Norway)	$	80,543		80,543		80,543		0.02	%
Total Support Activities for Mining				309,346		309,346

Wired Telecommunications Carriers (2.52%)
Bulgaria Telecom Company AD, 1st Lien Facility 1A Term Loan, EURIBOR + 5.5%, due 11/9/17 - (Bulgaria) ⁽⁴⁾	€	3,262,515		3,525,355		3,744,685		0.70	%
Integra Telecom Holdings, Inc., 1st Lien Term Loan, LIBOR + 7.25%, 2% LIBOR Floor, due 4/15/15	$	8,477,489		8,070,172		8,518,096		1.60	%
Viva Telecom Bulgaria EAD, 1st Lien Facility 1B Term Loan, EURIBOR + 5.5%, due 11/9/17 - (Luxembourg) ⁽⁴⁾	€	980,713		1,059,723		1,125,653		0.22	%
Total Wired Telecommunications Carriers				12,655,250		13,388,434

TCP Capital Corp.

Consolidated Statement of Investments (Continued)

December 31, 2012

Showing Percentage of Total Cash and Investments of the Company

							Percent of
	Principal				Fair		Cash and
Investment	Amount		Cost		Value		Investments

Debt Investments (continued)
Wireless Telecommunications Carriers (0.56%)
Globalive Wireless Management Corp., Senior Secured 1st Lien Term Loan, LIBOR + 8.9%, due 10/9/12 - (Canada)	$	3,037,292	$	2,933,872	$	3,000,845		0.56	%
Gogo, LLC, Senior Secured 1st Lien Term Loan, LIBOR + 9.75%, 1.5% LIBOR Floor, due 6/21/17	$	10,168,765		9,762,014		10,270,452		1.92	%
Total Wireless Telecommunications				12,695,886		13,271,297

Total Bank Debt				404,232,982		405,010,342

Other Corporate Debt Securities (14.51%)
Architectural, Engineering, and Related Services (1.33%)
ESP Holdings, Inc., Junior Unsecured Subordinated Promissory Notes, 6% Cash + 10% PIK, due 12/31/19 ^{(2), (5)}	$	7,209,840		7,209,840		7,134,137		1.33	%

Artificial Synthetic Fibers and Filaments Manufacturing (1.72%)
AGY Holding Corporation, Senior Secured 2nd Lien Notes, 11%, due 11/15/14	$	18,536,000		15,172,634		9,221,660		1.72	%

Data Processing, Hosting, and Related Services (1.34%)
The Telx Group, Inc., Senior Unsecured Notes, 10% Cash + 2% PIK, due 9/26/19 ⁽⁵⁾	$	6,958,697		6,820,215		7,167,458		1.34	%

Metal and Mineral (except Petroleum) Merchant Wholesalers (2.48%)
Constellation Enterprises, LLC, Senior Secured 1st Lien Notes, 10.625%, due 2/1/16 ⁽⁵⁾	$	12,500,000		12,322,875		13,296,875		2.48	%

Nondepository Credit Intermediation (1.87%)
Caribbean Financial Group, Senior Secured Notes, 11.5%, due 11/15/19 ⁽⁵⁾	$	10,000,000		9,803,494		10,037,500		1.87	%

Nonferrous Metal Production and Processing (2.88%)
International Wire Group Holdings, Inc., Senior Secured Notes, 8.5%, due 10/15/17 ^{(2), (5)}	$	15,000,000		15,000,000		15,450,000		2.88	%

Scientific Research and Development Services (2.89%)
BPA Laboratories, Inc., Senior Secured Notes, 12.25%, due 4/1/17 ⁽⁵⁾	$	17,110,000		16,446,295		15,484,550		2.89	%

Total Other Corporate Debt Securities				82,775,353		77,792,180

Total Debt Investments				487,008,335		482,802,522

Equity Securities (6.51%)
Other Amusement and Recreation Industries (0.01%)
Bally Total Fitness Holding Corporation, Common Stock ^{(3), (5)}		6,058		45,186,963		27,746		0.01	%
Bally Total Fitness Holding Corporation, Warrants ^{(3), (5)}		10,924		-		1		-
Total Other Amusement and Recreation Industries				45,186,963		27,747

Architectural, Engineering, and Related Services (1.10%)
ESP Holdings, Inc., Cumulative Preferred 15% ^{(2), (3), (5)}		20,297		2,249,930		3,643,088		0.68	%
ESP Holdings, Inc., Common Stock ^{(2), (3), (5)}		88,670		9,311,782		2,263,124		0.42	%
Total Architectural, Engineering, and Related Services				11,561,712		5,906,212

Business Support Services (0.05%)
STG-Fairway Holdings, LLC, Class A Units ^{(3), (5)}		80,396		1,100,348		241,188		0.05	%

Data Processing, Hosting, and Related Services (0.23%)
Anacomp, Inc., Class A Common Stock ^{(3), (5), (6)}		1,255,527		26,711,048		1,255,527		0.23	%

TCP Capital Corp.

Consolidated Statement of Investments (Continued)

December 31, 2012

Showing Percentage of Total Cash and Investments of the Company

							Percent of
					Fair		Cash and
Investment	Shares		Cost		Value		Investments

Equity Securities (continued)

Depository Credit Intermediation (0.15%)
Doral Financial Corporation, Common Stock ⁽³⁾		1,077,795	$	11,699,417	$	780,431		0.15	%

Electric Power Generation, Transmission and Distribution (0.01%)
La Paloma Residual Bank Debt Claim ^{(3), (5)}		1,830,453		1,574,284		51,253		0.01	%

Electronic Shopping (0.21%)
Shop Holding, LLC, Class A Units ^{(3), (5)}		490,037		462,576		915,198		0.16	%
Shop Holding, LLC, Warrants to Purchase Class A Units ^{(3), (5)}		326,691		-		283,346		0.05	%
Total Electronic Shopping				462,576		1,198,544

Financial Investment Activities (0.02%)
Marsico Holdings, LLC, Common Interest Units ^{(3), (5)}		168,698		172,694		84,349		0.02	%

Full-Service Restaurants (0.16%)
RM Holdco, LLC, Membership Units ^{(2), (3), (5)}		13,161,000		2,010,777		849,478		0.16	%

Machine Shops; Turned Product; and Screw, Nut, and Bolt Manufacturing (0.00%)
Precision Holdings, LLC, Class C Membership Interests ^{(3), (5)}		33		1,396		21,317		-

Nonmetallic Mineral Mining and Quarrying (0.51%)
EPMC HoldCo, LLC, Membership Units ^{(2), (5)}		1,312,720		-		2,730,458		0.51	%

Radio and Television Broadcasting (0.06%)
SiTV, Inc., Warrants to Purchase Common Stock ^{(3), (5)}		233,470		300,322		336,197		0.06	%

Scheduled Air Transportation (1.83%)
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N913DL) ^{(5), (6)}		466		113,899		111,520		0.02	%
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N918DL) ^{(5), (6)}		433		130,664		120,530		0.02	%
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N954DL) ^{(5), (6)}		421		161,952		113,390		0.02	%
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N955DL) ^{(5), (6)}		417		164,481		160,650		0.03	%
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N956DL) ^{(5), (6)}		418		164,726		163,200		0.03	%
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N957DL) ^{(5), (6)}		417		165,755		163,880		0.03	%
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N959DL) ^{(5), (6)}		416		166,778		164,390		0.03	%
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N960DL) ^{(5), (6)}		412		171,075		169,660		0.03	%
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N961DL) ^{(5), (6)}		415		170,315		171,360		0.03	%
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N976DL) ^{(5), (6)}		442		136,326		83,300		0.02	%
United Airlines, Inc., Equipment Trust Beneficial Interests (N510UA) ^{(2), (5)}		43		151,759		479,682		0.09	%
United Airlines, Inc., Equipment Trust Beneficial Interests (N512UA) ^{(2), (5)}		43		148,561		473,761		0.09	%
United Airlines, Inc., Equipment Trust Beneficial Interests (N536UA) ^{(2), (5)}		62		298,394		624,746		0.12	%
United Airlines, Inc., Equipment Trust Beneficial Interests (N545UA) ^{(2), (5)}		52		267,249		616,897		0.12	%
United Airlines, Inc., Equipment Trust Beneficial Interests (N585UA) ^{(2), (5)}		43		167,806		583,391		0.11	%
United N659UA-767, LLC (N659UA) ^{(5), (6)}		312		1,773,072		2,771,428		0.52	%
United N661UA-767, LLC (N661UA) ^{(5), (6)}		303		1,759,997		2,789,809		0.52	%
Total Scheduled Air Transportation				6,112,809		9,761,594

Semiconductor and Other Electronic Component Manufacturing (0.01%)
AIP/IS Holdings, LLC, Membership Units ^{(3), (5)}		352		-		68,922		0.01	%

Support Activities for Mining (0.61%)
DeepOcean Group Holding AS, Common Stock - (Norway) ^{(3), (5)}		145,824		3,477,627		3,255,535		0.61	%

TCP Capital Corp.

Consolidated Statement of Investments (Continued)

December 31, 2012

Showing Percentage of Total Cash and Investments of the Company

							Percent of
					Fair		Cash and
Investment	Shares		Cost		Value		Investments

Equity Securities (continued)

Wired Telecommunications Carriers (1.55%)
Integra Telecom, Inc., Common Stock ^{(3), (5)}		1,274,522	$	8,433,884	$	5,038,718		0.94	%
Integra Telecom, Inc., Warrants ^{(3), (5)}		346,939		19,920		-		-
V Telecom Investment S.C.A, Common Shares - (Luxembourg) ^{(3), (4), (5)}		1,393		3,236,256		3,273,095		0.61	%
Total Wired Telecommunications Carriers				11,690,060		8,311,813

Total Equity Securities				122,062,033		34,880,565

Total Investments ⁽⁷⁾				609,070,368		517,683,087

Cash and Cash Equivalents						18,035,189		3.37	%

Total Cash and Investments					$	535,718,276		100.00	%

Notes to Statement of Investments:

⁽¹⁾

⁽²⁾

Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer).

⁽³⁾

Non-income producing security.

⁽⁴⁾

Principal amount denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. (See Note 2)

⁽⁵⁾

Restricted security. (See Note 2)

⁽⁶⁾

Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer).

⁽⁷⁾

Includes investments with an aggregate market value of $1,382,875 that have been segregated to collateralize certain unfunded commitments.

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $359,020,926 and $211,216,033, respectively for the year ended December 31, 2012. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2012 was $507,680,996, or 94.8% of total cash and investments of the Company.

Swaps at December 31, 2012 were as follows:

Investment	Notional Amount		Fair Value

Euro/US Dollar Cross-Currency Basis Swap, Pay Euros/Receive USD, Expires 5/16/14	$	6,040,944	$	179,364

See accompanying notes.

TCP Capital Corp.

Consolidated Statements of Operations (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012⁽¹⁾			2013			2012⁽¹⁾

Investment income
Interest income:
Unaffiliated issuers	$	12,247,602		$	8,824,978		$	27,487,968		$	16,977,526
Controlled companies		312,268			-			642,585			-
Other affiliates		1,202,653			1,562,916			2,096,165			3,245,630
Dividend income:
Other affiliates		-			-			-			1,811,189
Other income:
Unaffiliated issuers		419,415			520,580			576,948			520,580
Controlled companies		168,604			-			311,515			-
Other affiliates		118,653			177,984			219,756			345,858
Total investment income		14,469,195			11,086,458			31,334,937			22,900,783

Operating expenses
Management and advisory fees		1,940,295			1,552,867			3,905,033			3,249,664
Professional fees relating to the Conversion		-			-			-			411,523
Administrative expenses		167,808			-			335,616			-
Amortization of deferred debt issuance costs		142,914			109,771			251,478			219,542
Legal fees, professional fees and due diligence expenses		162,152			270,991			301,204			361,776
Interest expense		186,702			9,929			323,109			56,448
Commitment fees		38,506			70,153			61,094			132,361
Director fees		72,000			46,500			143,809			100,000
Insurance expense		42,522			27,072			78,795			55,963
Custody fees		30,232			23,469			59,651			46,503
Other operating expenses		224,535			54,668			417,506			107,863
Total operating expenses		3,007,666			2,165,420			5,877,295			4,741,643

Net investment income before taxes		11,461,529			8,921,038			25,457,642			18,159,140

Excise tax expense		-			-			-			502,978
Net investment income		11,461,529			8,921,038			25,457,642			17,656,162

Net realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Investments in unaffiliated issuers		(4,095,160	)		2,928,909			(3,577,502	)		(3,104,104	)
Investments in non-controlled affiliates		-			-			-			718,845
Net realized gain (loss)		(4,095,160	)		2,928,909			(3,577,502	)		(2,385,259	)

Net change in net unrealized appreciation/depreciation		4,753,522			(5,426,269	)		6,591,253			(4,999,802	)
Net realized and unrealized gain (loss)		658,362			(2,497,360	)		3,013,751			(7,385,061	)

Dividends paid on Series A preferred equity facility		(392,669	)		(373,691	)		(786,082	)		(745,183	)
Net change in accumulated dividends on Series A preferred equity facility		19,111			(23,786	)		35,122			(67,093	)
Distributions of incentive allocation to the General Partner from net investment income		(2,217,594	)		-			(4,941,336	)		-
Distributions of incentive allocation to the General Partner from net realized gains		(258,441	)		-			(258,441	)		-
Net change in reserve for incentive allocation		126,768			-			(344,310	)		-

Net increase in net assets applicable to common shareholders resulting from operations	$	9,397,066		$	6,026,201		$	22,176,346		$	9,458,825

Basic and diluted earnings per common share	$	0.40		$	0.28		$	0.98			N/A
Basic and diluted weighted average common shares outstanding		23,639,742			21,475,635			22,564,670			N/A

See accompanying notes.

⁽¹⁾ Prior to the Conversion on April 2, 2012, the Company's portfolio had different objectives.

TCP Capital Corp.

Consolidated Statements of Changes in Net Assets (Unaudited)

	Common Stock						Paid in Capital			Accumulated Net Investment			Accumulated Net Realized			Accumulated Net Unrealized			Total Net
	Shares			Par Amount			in Excess of Par			Income			Losses			Depreciation			Assets

Balance at December 31, 2011		418,956		$	419		$	364,742,957		$	13,515,239		$	(45,411,498	)	$	(94,976,243	)	$	237,870,874

Retirement of old common stock in the Conversion		(418,956	)		(419	)		419			-			-			-			-
Issuance of common stock in the Conversion		15,725,635			15,726			(15,726	)		-			-			-			-
Issuance of common stock in public offering		5,750,000			5,750			80,956,005			-			-			-			80,961,755
Issuance of common stock from dividend reinvestment plan		1,993			2			30,383			-			-			-			30,385
Net increase in net assets applicable to common shareholders resulting from operations		-			-			-			38,717,561			(15,990,188	)		3,205,937			25,933,310
Dividends paid to common shareholders		-			-			-			(28,808,774	)		-			-			(28,808,774	)
Tax reclassification of stockholders' equity in accordance with generally accepted accounting principles		-			-			(1,479,978	)		(897,847	)		2,377,825			-			-
Balance at December 31, 2012		21,477,628		$	21,478		$	444,234,060		$	22,526,179		$	(59,023,861	)	$	(91,770,306	)	$	315,987,550

Issuance of common stock in public offering		5,175,000			5,175			78,171,615			-			-			-			78,176,790
Issuance of common stock from dividend reinvestment plan		2,073			2			33,865			-			-			-			33,867
Net increase in net assets applicable to common shareholders resulting from operations		-			-			-			19,162,595			(3,577,502	)		6,591,253			22,176,346
Dividends paid to common shareholders		-			-			-			(18,186,395	)		-			-			(18,186,395	)
Balance at June 30, 2013		26,654,701		$	26,655		$	522,439,540		$	23,502,379		$	(62,601,363	)	$	(85,179,053	)	$	398,188,158

See accompanying notes.

TCP Capital Corp.

Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
	2013			2012

Operating activities
Net increase in net assets applicable to common shareholders resulting from operations	$	22,176,346		$	9,458,825
Adjustments to reconcile net increase in net assets applicable to common shareholders resulting from operations to net cash provided by (used in) operating activities:
Net realized loss		3,577,502			2,385,259
Net change in unrealized appreciation/depreciation of investments		(6,611,142	)		5,193,932
Dividends paid on Series A preferred equity facility		786,082			745,183
Net change in accumulated dividends on Series A preferred equity facility		(35,122	)		67,093
Net change in reserve for incentive allocation		344,310			-
Accretion of original issue discount		(1,324,008	)		(310,141	)
Net accretion of market discount/premium		(81	)		(958,708	)
Interest and dividend income paid in kind		(546,987	)		(1,149,175	)
Amortization of deferred debt issuance costs		251,478			219,542
Changes in assets and liabilities:
Purchases of investment securities		(170,316,516	)		(164,402,124	)
Proceeds from sales, maturities and paydowns of investments		121,049,823			85,617,208
Decrease (increase) in accrued interest income - unaffiliated issuers		(1,444,027	)		328,752
Decrease in accrued interest income - controlled companies		5,751			-
Increase in accrued interest income - other affiliates		(324,728	)		(327,431	)
Decrease in receivable for investments sold		5,032,415			4,083,716
Decrease (increase) in prepaid expenses and other assets		(696,123	)		1,195,151
Increase in payable for investments purchased		28,364,525			1,908,878
Increase in payable to the Investment Manager		515,806			1,804,996
Increase (decrease) in management and advisory fees payable		1,940,295			(565,599	)
Increase (decrease) in interest payable		106,748			(41,140	)
Increase in incentive allocation payable		2,476,035			-
Decrease in accrued expenses and other liabilities		(746,408	)		(422,551	)
Net cash provided by (used in) operating activities		4,581,974			(55,168,334	)

Financing activities
Proceeds from draws on credit facilities		52,000,000			74,000,000
Principal repayments on credit facilities		(93,000,000	)		(86,000,000	)
Payments of debt issuance costs		(789,675	)		-
Dividends paid on Series A preferred equity facility		(786,082	)		(745,183	)
Dividends paid to common shareholders		(18,186,395	)		(12,701,716	)
Proceeds from shares issued in connection with dividend reinvestment plan		33,867			-
Proceeds from common shares sold, net of underwriting and offering costs		78,176,790			80,991,755
Net cash provided by financing activities		17,448,505			55,544,856

Net increase in cash and cash equivalents		22,030,479			376,522
Cash and cash equivalents at beginning of period		18,035,189			10,831,678
Cash and cash equivalents at end of period	$	40,065,668		$	11,208,200

Supplemental cash flow information
Interest payments	$	216,361		$	51,069
Excise tax payments		969,946			502,978

See accompanying notes.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2013

1. Organization and Nature of Operations

TCP Capital Corp. (the “Company”) 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 treated 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, 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. Investment operations are conducted in Special Value Continuation Partners, LP, a Delaware limited partnership (the “Partnership”), of which the Company owns 100% of the common limited partner interests, or in TCPC Funding I, LLC, a Delaware limited liability company (“TCPC Funding”), which is a wholly owned subsidiary of the Partnership. The Partnership has also elected to be treated as a BDC under the 1940 Act. These consolidated financial statements include the accounts of the Company, the Partnership and TCPC Funding. All significant intercompany transactions and balances have been eliminated in the consolidation.

The Company was formed through the conversion on April 2, 2012 of the Company’s predecessor, Special Value Continuation Fund, LLC (“SVCF”), from a limited liability company to a corporation in a non-taxable transaction, leaving the Company as the surviving entity (the “Conversion”). At the time of the Conversion, all limited liability company interests 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 have become the books and records of the surviving entity. On April 3, 2012, the Company completed its initial public offering. For periods prior to April 2, 2012, the consolidated financial statements and related footnotes reflect the performance of SVCF. Per share amounts prior to the conversion are not considered useful and have been marked as “N/A” in the consolidated financial statements.

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. The Partnership and TCPC Funding have elected to be treated as partnerships for U.S. federal income tax purposes. The General Partner of the Partnership is SVOF/MM, LLC, which also serves as the administrator of the Company and the Partnership (the “Administrator”). The managing member of the Administrator is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the Investment Manager to the Company, the Partnership, and TCPC Funding. Most of the equity interests in the General Partner are owned directly or indirectly by the Advisor and its employees.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

1. Organization and Nature of Operations (continued)

Company management consists of the Investment Manager and the Board of Directors. Partnership management consists of the General Partner and the Board of Directors. The Investment Manager and the General Partner direct and execute the day-to-day operations of the Company and the Partnership, respectively, subject to oversight from the respective Board of Directors, which sets the broad policies of the Company and performs certain functions required by the 1940 Act in the case of the Partnership.

The Board of Directors of the Partnership has delegated investment management of the Partnership’s assets to the Investment Manager. At June 30, 2013, each Board of Directors consists of five persons, three of whom are independent. If the Company or the Partnership has preferred equity interests outstanding, as the Partnership currently does, the holders of the preferred interests voting separately as a class are entitled to elect two of the Directors. The remaining directors will be subject to election by holders of the common shares and preferred interests voting together as a single class.

Preferred Equity

At June 30, 2013, the Partnership had 6,700 Series A preferred limited partner interests (the “Preferred Interests”) issued and outstanding with a liquidation preference of $20,000 per preferred limited interest. The Preferred Interests are redeemable at the option of the Partnership, subject to certain conditions. Additionally, under certain conditions, the Partnership may be required to either redeem certain of the Preferred Interests or repay indebtedness, at the Partnership’s option. Such conditions would include a failure by the Partnership to maintain adequate collateral as required by its credit facility agreement or by the Statement of Preferences of the Preferred Interests or a failure by the Partnership to maintain sufficient asset coverage as required by the 1940 Act. As of June 30, 2013, the Partnership was in full compliance with such requirements.

The Preferred Interests accrue dividends at an annual rate equal to LIBOR plus 0.85% or, in the case of any holders of Preferred Interests that are CP Conduits (as defined in the leveraging documents), the higher of (i) LIBOR plus 0.85% or (ii) the CP Conduit’s cost of funds rate plus 0.85%, subject to certain limitations and adjustments.

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 following is a summary of the significant accounting policies of the Company and the Partnership.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

2. Summary of Significant Accounting Policies (continued)

Use of Estimates

The preparation of the financial statements 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 financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates.

Investment Valuation

The Company’s investments are generally held by the Partnership or TCPC Funding. Management values investments at fair value based upon the principles and methods of valuation set forth in policies adopted by the Partnership’s Board of Directors and in conformity with procedures set forth in the Senior Facilities, as defined in Note 4, below, and the Statement of Preferences for the Preferred Interests. 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 affirmative pricing or quotations from independent third-party sources, with the exception of investments priced directly by the Investment Manager which together comprise, in total, less than 5% of the capitalization of the Partnership. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued for financial reporting purposes as of the last business day of the reporting period using the closing price on the date of valuation. Liquid investments not listed on a recognized exchange or market quotation system are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers. Investments not priced by a pricing service or for which market quotations are either not readily available or are determined to be unreliable are valued using affirmative valuations performed by independent valuation services or, for investments aggregating less than 5% of the total capitalization of the Partnership, directly by the Investment Manager.

Fair valuations of investments are determined under guidelines adopted by the Boards of Directors of the Company and the Partnership, and are subject to their approval. Generally, to increase objectivity in valuing the investments, the Investment Manager will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Investment Manager’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 that are valued by the Investment Manager 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. The foregoing policies apply to all investments, including those in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

2. Summary of Significant Accounting Policies (continued)

Fair valuations of investments in each asset class are determined using one or more methodologies including 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. 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. In following these approaches, the types of factors that may be taken into account include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, 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, M&A comparables, our principal market and enterprise values, among other factors.

Unobservable inputs used in the fair value measurement of Level 3 investments as of June 30, 2013 included the following:

Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.)
Bank Debt	$	348,965,723	Market rate approach	Market yields	4.6% - 17.6% (10.8%)
			Market quotations	Indicative bid/ask quotes	1 - 2 (1)
			Market comparable companies	Revenue multiples	0.4x (0.4x)
			Market comparable companies	EBITDA multiples	6.5x – 10.0x (9.4x)
Other Corporate Debt	$	34,229,552	Market rate approach	Market yields	14.2% (14.2%)
			Market quotations	Indicative bid/ask quotes	1 (1)
			Market comparable companies	EBITDA multiples	6.5x - 10.0x (8.1x)
Equity	$	36,639,463	Market rate approach	Market yields	7.0% - 18.0% (12.4%)
			Market quotations	Indicative bid/ask quotes	1 (1)
			Market comparable companies	Revenue multiples	0.4x - 1.1x (1.1x)
			Market comparable companies	EBITDA multiples	3.4x – 8.9x (5.7x)

Generally, a change in an unobservable input may result in a change to the value of an investment as follows:

Input	Impact to Value if Input Increases	Impact to Value if Input Decreases
Market yields	Decrease	Increase
Revenue multiples	Increase	Decrease
EBITDA multiples	Increase	Decrease

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.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

2. Summary of Significant Accounting Policies (continued)

At June 30, 2013, the Company’s investments were categorized as follows:

Level	Basis for Determining Fair Value	Bank Debt		Other Corporate Debt		Equity Securities
1	Quoted prices in active markets for identical assets	$	-	$	-	$	894,571
2	Other observable market inputs*		101,706,681		49,326,054		-
3	Independent third-party pricing sources that employ significant unobservable inputs		348,965,723		26,638,820		35,306,315
3	Investment Manager valuations with significant unobservable inputs		-		7,590,732		1,333,148
Total		$	450,672,404	$	83,555,606	$	37,534,034

* For example, quoted prices in inactive markets or quotes for comparable investments.

Changes in investments categorized as Level 3 during the six months ended June 30, 2013 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	359,343,326		$	17,171,637		$	32,675,370
Net realized and unrealized gains (losses)		(1,850,044	)		7,821,477			(4,860,276	)
Acquisitions		106,094,345			7,596,680			9,675,533
Dispositions		(55,970,621	)		(15,172,634	)		(2,184,312	)
Transfers out of Level 3 ^†		(58,651,283	)		-			-
Transfers into Level 3^††		-			9,221,660			-
Ending balance	$	348,965,723		$	26,638,820		$	35,306,315

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)	$	(412,366	)	$	1,870,504		$	2,101,209

† Comprised of eight investments that transferred to Level 2 due to increased observable market activity.

†† Comprised of one investment that transferred from Level 2 due to reduced trading volumes.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

2. Summary of Significant Accounting Policies (continued)

	Investment Manager Valuation
	Bank Debt		Other Corporate Debt		Equity Securities
Beginning balance	$	-	$	7,167,458	$	1,424,764
Net realized and unrealized gains (losses)		-		353,516		(91,616	)
Acquisitions		-		69,758		-
Ending balance	$	-	$	7,590,732	$	1,333,148

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)	$	-	$	353,516	$	(91,615	)

There were no transfers between Level 1 and 2 during the six months ended June 30, 2013.

At December 31, 2012, the Company’s investments were categorized as follows:

Level	Basis for Determining Fair Value	Bank Debt		Other Corporate Debt		Equity Securities
1	Quoted prices in active markets for identical assets	$	-	$	-	$	780,431
2	Other observable market inputs*		45,667,016		53,453,085		-
3	Independent third-party pricing sources that employ significant unobservable inputs		359,343,326		17,171,637		32,675,370
3	Investment Manager valuations with significant unobservable inputs		-		7,167,458		1,424,764
Total		$	405,010,342	$	77,792,180	$	34,880,565

* For example, quoted prices in inactive markets or quotes for comparable investments.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

2. Summary of Significant Accounting Policies (continued)

Changes in investments categorized as Level 3 during the year ended December 31, 2012 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	159,949,811		$	24,061,229		$	68,114,764
Net realized and unrealized losses		(8,709,385	)		(6,540,882	)		(7,100,618	)
Acquisitions		288,929,785			3,731,290			9,584,408
Dispositions		(84,994,292	)		-			(37,923,184	)
Transfers out of Level 3 ^†		-			(4,080,000	)		-
Transfers into Level 3 ^††		4,167,407			-			-
Ending balance	$	359,343,326		$	17,171,637		$	32,675,370

Net change in unrealized appreciation/ depreciation during the period on investments still held at period end (included in net realized and unrealized losses, above)	$	(5,856,277	)	$	127,255		$	(9,797,319	)

^† Comprised of one investment that transferred to Level 2 due to increased trading volumes.

^†† Comprised of one investment that transferred from Level 2 due to reduced trading volumes.

	Investment Manager Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	51,436		$	7,464,188		$	1,252,190
Net realized and unrealized gains (losses)		-			284,156			274,554
Acquisitions		-			148,281			-
Dispositions		-			(729,167	)		(5,842	)
Transfers out of Level 3 ^#		-			-			(147,574	)
Reclassifications within Level 3 ^##		(51,436	)		-			51,436
Ending balance	$	-		$	7,167,458		$	1,424,764

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)	$	-		$	272,637		$	274,555

^# Comprised of one investment that transferred to Level 2 due to increased trading volumes.

^## Comprised of claims in the liquidation of a portfolio company that were reclassified as equity.

There were no transfers between Level 1 and 2 during the year ended December 31, 2012.

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 identification method, which typically allocates the highest cost inventory to the basis of investments sold.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

2. Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

Cash consists of amounts held in accounts with brokerage firms and the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of three months or less.

Repurchase Agreements

In connection with transactions in repurchase agreements, it is the Company’s policy that the custodian take possession of the underlying collateral, the fair value of which is required to exceed the principal amount of the repurchase transaction, including accrued interest, at all times. If the seller defaults, and the fair value of the collateral declines, realization of the collateral may be delayed or limited.

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 Statement of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

Foreign Investments

The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency denominated investments comprised approximately 1.5% and 1.6% of total investments at June 30, 2013 and December 31, 2012, respectively. Such positions were converted at the respective closing rate in effect at June 30, 2013 and December 31, 2012 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 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.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

2. Summary of Significant Accounting Policies (continued)

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 transactions 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.

Derivatives

In order to mitigate certain currency exchange and interest rate risks, the Partnership has entered into several swap, forward currency and option transactions. All derivatives are recognized as either assets or liabilities in the Statement of Assets and Liabilities. The 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 currency relative to the U.S. dollar.

Neither the Partnership nor TCPC Funding entered into any new derivative transactions during the six months ended June 30, 2013 or June 30, 2012. At June 30, 2013 and June 30, 2012, the Partnership held a cross currency basis swap with a notional amount of $6,040,944. Gains and losses from derivatives during the six months ended June 30, 2013 were included in net realized and unrealized loss on investments in the Statement of Operations as follows:

Instrument		Realized Gains/(Losses)				Unrealized Gains/(Losses)
Cross currency basis swaps		$	-			$	92,452

Gains and losses from derivatives during the six months ended June 30, 2012 were included in net realized and unrealized loss on investments in the Statement of Operations as follows:

Instrument		Realized Gains/(Losses)				Unrealized Gains/(Losses)
Cross currency basis swaps		$	-			$	265,488

Valuations of swaps held at June 30, 2013 and June 30, 2012 were determined using observable market inputs other than quoted prices in active markets for identical assets and, accordingly, are classified as Level 2 in the GAAP valuation hierarchy.

Debt Issuance Costs

Costs of approximately $3.5 million were incurred during 2006 in connection with placing the Partnership’s revolving credit facility. These costs were deferred and are being amortized on a straight-line basis over eight years, the estimated life of the facility. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company or the Partnership.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

2. Summary of Significant Accounting Policies (continued)

Costs of approximately $0.8 million were incurred during 2013 in connection with placing TCPC Funding’s revolving credit facility (See Note 4). These costs were deferred and are being amortized on a straight-line basis over three years, the estimated life of that facility. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company, the Partnership or TCPC Funding.

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis. Origination, structuring, closing, commitment and other upfront fees earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective 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 received upon the early repayment of a loan or debt security are included in interest income.

Certain debt investments are purchased at a considerable 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. GAAP generally requires that discounts on the acquisition of corporate bonds, municipal bonds and treasury bonds be amortized using the effective-interest or constant-yield method. GAAP also requires the collectability of interest to be considered when making accruals. Accordingly, when accounting for purchase discounts, discount accretion income is recognized when it is probable that such amounts will be collected, generally at disposition. 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 applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. The income or loss of the Partnership and TCPC Funding is reported in the respective partners’ income tax returns. 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. As of June 30, 2013, all tax years of the Company, the Partnership, and TCPC Funding since January 1, 2009 remain subject to examination by federal tax authorities. No such examinations are currently pending.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

2. Summary of Significant Accounting Policies (continued)

During the six months ended June 30, 2013, the Company paid $969,946 in excise taxes related to income earned in 2012. During the six months ended June 30, 2012, the Company paid $502,978 in excise taxes related to income earned in 2011.

Cost and unrealized appreciation and depreciation of investments (including derivatives) for U.S. federal income tax purposes at June 30, 2013 were as follows:

Unrealized appreciation	$	25,487,957
Unrealized depreciation		(112,084,690	)
Net unrealized depreciation		(84,596,733	)

Cost	$	656,630,593

3. Management Fees, Incentive Compensation and Other Expenses

Following the Conversion, the Company’s management fee is calculated at an annual rate of 1.5% of total assets (excluding cash and cash equivalents) on a consolidated basis as of the beginning of each quarter and is payable to the Investment Manager quarterly in arrears.

Incentive compensation is only paid to the extent the total performance of the Company exceeds a cumulative 8% annual return since January 1, 2013 (the “Total Return Hurdle”). The Company did not incur any incentive compensation prior to January 1, 2013. Beginning January 1, 2013, the incentive compensation equals 20% of net investment income (reduced by preferred dividends) and 20% of net realized gains (reduced by any net unrealized losses), subject to the Total Return Hurdle. The incentive compensation is payable quarterly in arrears as an allocation and distribution to the General Partner and is calculated as the difference between cumulative incentive compensation earned since January 1, 2013 and cumulative incentive compensation paid since January 1, 2013. A reserve for incentive compensation is accrued based on incentive compensation distributable to the General Partner assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. At June 30, 2013, the General Partner’s equity interest in the Partnership was comprised entirely of the reserve amount and is reported as a minority interest in the consolidated financial statements of the Company.

Prior to the Conversion, the Investment Manager received an annual management and advisory fee, payable monthly in arrears, equal to 1.0% of committed capital, defined as the sum of the maximum amount of the Preferred Interests, the maximum amount available under the revolving credit facility, the initial value of the contributed general partnership equity and the initial value of the contributed common equity, subject to reduction by the amount of the revolving credit facility commitment when the facility is no longer outstanding, and by the amount of the Preferred Interests when less than $1 million in liquidation preference of preferred securities remains outstanding. In addition to the management fee, the General Partner was entitled to a performance allocation equal to 20% of all cumulative income and gain distributions, subject to an 8% hurdle on undistributed contributed equity with a catch up for the General Partner.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

3. Management Fees, Incentive Compensation and Other Expenses (continued)

The Company and the Partnership bear all respective expenses incurred in connection with the business of the Company and the Partnership, 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.

4. Debt

At June 30, 2013 and December 31, 2012, debt was comprised of amounts outstanding under senior secured revolving credit facilities issued by the Partnership (the “Partnership Facility”) and TCPC Funding (the “TCPC Funding Facility,” and, together with the Partnership Facility, the “Senior Facilities”) as follows:

	June 30, 2013		December 31, 2012
Partnership Facility	$	8,000,000	$	74,000,000
TCPC Funding Facility		25,000,000		-
Total Debt	$	33,000,000	$	74,000,000

Partnership Facility

The Partnership Facility provides for amounts to be drawn up to $116 million, subject to certain collateral and other restrictions. The facility matures July 31, 2014, subject to extension by the lenders at the request of the Partnership for one 12-month period. Most of the cash and investments held directly by the Partnership, as well as the net assets of TCPC Funding, are included in the collateral for the facility.

Advances under the Partnership Facility bear interest at LIBOR plus 0.44% per annum, except in the case of loans from CP Conduits, which bear interest at the higher of LIBOR plus 0.44% or the CP Conduit’s cost of funds plus 0.44%, subject to certain limitations. The weighted-average interest rate on outstanding borrowing at June 30, 2013 and December 31, 2012 was 0.72% and 0.65%, respectively. In addition to amounts due on outstanding debt, the facility accrues commitment fees of 0.20% per annum on the unused portion of the facility, or 0.25% per annum when less than $46.4 million in borrowings are outstanding. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Partnership fail to satisfy certain financial or other covenants. As of June 30, 2013, the Partnership was in full compliance with such covenants.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

4. Debt (continued)

TCPC Funding Facility

The TCPC Funding Facility, issued on May 17, 2013, provides for amounts to be drawn up to $25 million, subject to certain collateral and other restrictions. The facility automatically increases to $50 million on August 13, 2013. The facility matures May 17, 2016, subject to extension by the lender at the request of TCPC Funding, and contains an accordion feature which allows for expansion of the facility up to $100 million subject to consent from the lender and other customary conditions. The cash and investments of TCPC Funding are included in the collateral for the facility.

Borrowings under the TCPC Funding Facility bear interest at a rate of LIBOR plus 2.75% per annum. In addition to amounts due on outstanding debt, the facility accrues commitment fees of 0.75% per annum on the unused portion of the facility, or 1.00% per annum when the unused portion is greater than 33% of the total facility. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should TCPC Funding fail to satisfy certain financial or other covenants. As of June 30, 2013, TCPC Funding was in full compliance with such covenants.

The condensed balance sheet of TCPC Funding at June 30, 2013 was as follows:

Assets:
Cash	$	6,543,879
Investments		44,756,343
Other assets		1,081,047
Total assets	$	52,381,269

Liabilities:
Debt	$	25,000,000
Payables		94,503
Total liabilities		25,094,503

Equity		27,286,766
Total liabilities and equity	$	52,381,269

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

5. Commitments, Concentration of Credit Risk and Off-Balance Sheet Risk

The Partnership and TCPC Funding 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 New York 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, the Partnership, and TCPC Funding 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, the Partnership, and TCPC Funding 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.

The Consolidated Statement of Investments includes certain revolving loan facilities held by the Partnership with aggregate unfunded balances of $5,580,000 at June 30, 2013.

6. Related Parties

The Company, the Partnership, TCPC Funding, the Investment Manager, the General Partner and their members and affiliates may be considered related parties. From time to time, the Partnership advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the Company. At June 30, 2013, no such amounts were outstanding. From time to time, the Investment Manager advances payments to third parties on behalf of the Company and the Partnership and receives reimbursement from the Company and the Partnership. At June 30, 2013, amounts reimbursable to the Investment Manager totaled $625,006, as reflected in the Consolidated Statement of Assets and Liabilities.

Pursuant to administration agreements between the Administrator and each of the Company and the Partnership (the “Administration Agreements”), 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 or the Partnership, 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 or the Partnership. For the six months ended June 30, 2013, expenses allocated pursuant to the Administration Agreements totaled $335,616. The Administrator waived reimbursement of all administrative expenses prior to January 1, 2013.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

7. Stockholders’ Equity and Dividends

The following table summarizes the total shares issued and proceeds received in the public offering of the Company’s common stock net of underwriting discounts and offering costs as well as shares issued in connection with the Company’s dividend reinvestment plan for the six months ended June 30, 2013.

	Shares Issued		Price Per Share		Net Proceeds
May 21, 2013 public offering		5,175,000	$	15.63	$	78,176,790
Shares issued from dividend reinvestment plan		2,073	$	16.34	$	33,865

	Shares Issued		Price Per Share		Net Proceeds
April 3, 2012 initial public offering		5,750,000	$	14.75	$	80,961,755
Shares issued from dividend reinvestment plan		1,993	$	15.25	$	30,385

The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared for the six months ended June 30, 2013:

Date Declared	Record Date	Payment Date	Amount Per Share			Total Amount
March 7, 2013	March 18, 2013	March 29, 2013	$	0.40	*	$	8,591,051
May 8, 2013	June 7, 2013	June 28, 2013	$	0.36		$	9,595,344

* Includes a special dividend of $0.05.

The following table summarizes the Company’s dividends declared for the year ended December 31, 2012:

Date Declared	Record Date	Payment Date	Amount Per Share			Total Amount
March 9, 2012	March 9, 2012	April 3, 2012	$	0.34	*	$	5,400,000
April 3, 2012	June 15, 2012	June 29, 2012	$	0.34		$	7,301,716
August 9, 2012	September 14, 2012	September 28, 2012	$	0.35		$	7,516,472
November 7, 2012	December 17, 2012	December 31, 2012	$	0.40	**	$	8,590,586

*Based on 15,725,635 pro-forma converted shares before the initial public offering.

** Includes a special dividend of $0.05.

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

8. Earnings Per Share

The following information sets forth the computation of the net increase in net assets per share resulting from operations for the six months ended June 30, 2013:

	Six Months Ended June 30, 2013
Net increase in net assets applicable to common shareholders resulting from operations	$	22,176,346
Weighted average shares outstanding		22,564,670
Earnings per share	$	0.98

9. Subsequent Events

On August 8, 2013, the Company’s board of directors declared a third quarter cash dividend of $0.36 per share payable on September 30, 2013 to stockholders of record as of the close of business on September 9, 2013.

10. Financial Highlights

	Six Months Ended
	June 30, 2013
Per Common Share
Per share NAV at the beginning of period	$	14.71

Investment operations:
Net investment income		1.13
Net realized and unrealized gain (loss)		0.13
Dividends on Series A preferred equity facility		(0.03	)
Incentive allocation reserve and distributions		(0.25	)
Total from investment operations		0.98

Issuance of common stock		0.01
Distributions to common shareholders from:
Net investment income		(0.76	)
Per share NAV at end of period	$	14.94

Per share market price at end of period	$	16.77

Total return based on market value ^{(1), (2)}		18.9	%
Total return based on net asset value ^{(1), (2)}		6.7	%

Shares outstanding at end of period		26,654,701

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2013

10. Financial Highlights (continued)

	Six Months Ended
	June 30, 2013
Ratios to average common equity: ^(4), ⁽⁵⁾
Net investment income ⁽⁶⁾		13.5	%
Expenses		3.4	%
Expenses and incentive allocation ⁽⁷⁾		4.8	%

Ending common shareholder equity	$	398,188,158
Portfolio turnover rate ⁽¹⁾		22.6	%
Weighted-average debt outstanding	$	68,712,707
Weighted-average interest rate on debt		0.9	%
Weighted-average number of common shares		22,564,670
Average debt per share	$	3.05

⁽¹⁾

Not annualized.

⁽²⁾

Total return based on market value equals the change in ending market value per share during the period plus declared dividends per share during the period, divided by the market value per share at the beginning of the period.

⁽³⁾

Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share at the beginning of the period.

⁽⁴⁾

Annualized, except for incentive allocation.

⁽⁵⁾

These ratios include interest expense but do not reflect the effect of dividends on the preferred equity facility.

⁽⁶⁾

Net of incentive allocation.

⁽⁷⁾

Includes incentive allocation payable to the General Partner and all Company expenses.

TCP Capital Corp.

Consolidated Schedule of Changes in Investments in Affiliates ⁽¹⁾(Unaudited)

Six Months Ended June 30, 2013

Security	Value, Beginning of Period		Acquisitions		Dispositions ⁽²⁾			Value, End of Period

AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/16	$	-	$	2,056,927	$	-		$	2,056,927
AGY Holding Corporation, Senior Secured 2nd Lien Notes, 11%, due 11/15/16		-		7,586,317		-			9,128,980
Anacomp, Inc., Class A Common Stock		1,255,527		-		-			1,016,977
EPMC HoldCo, LLC, Membership Units		2,730,458		-		(891,206	)		2,152,862
ESP Holdings, Inc., Cumulative Preferred 15%		3,643,088		-		-			3,947,863
ESP Holdings, Inc., Common Stock		2,263,124		-		-			2,782,460
ESP Holdings, Inc., Junior Unsecured Subordinated Promissory Notes, 6% Cash + 10% PIK, due 12/31/19		7,134,137		-		-			7,209,840
KAGY Holding Company, Inc., Series A Preferred Stock		-		8,096,057					1,092,858
N510UA Aircraft Secured Mortgage, 20%, due 10/26/16		548,340		-		(38,760	)		473,195
N512UA Aircraft Secured Mortgage, 20%, due 10/26/16		556,225		-		(37,927	)		481,935
N536UA Aircraft Secured Mortgage, 16%, due 9/29/14		277,780		-		(68,707	)		197,695
N545UA Aircraft Secured Mortgage, 16%, due 8/29/15		436,810		-		(61,569	)		359,005
N585UA Aircraft Secured Mortgage, 20%, due 10/25/16		653,220		-		(44,532	)		565,915
N659UA Aircraft Secured Mortgage, 12%, due 2/28/16		4,264,148		-		(484,730	)		3,485,737
N661UA Aircraft Secured Mortgage, 12%, due 5/4/16		4,351,424		-		(470,089	)		3,788,310
N510UA Equipment Trust Beneficial Interests		479,682		38,760		(17,956	)		487,575
N512UA Equipment Trust Beneficial Interests		473,761		37,927		(17,662	)		480,801
N536UA Equipment Trust Beneficial Interests		624,746		68,707		(22,601	)		653,724
N545UA Equipment Trust Beneficial Interests		616,897		61,697		(23,768	)		656,847
N585UA Equipment Trust Beneficial Interests		583,391		44,532		(23,388	)		594,043
N913DL Aircraft Secured Mortgage, 8%, due 3/15/17		367,370		-		(37,982	)		334,560
N918DL Aircraft Secured Mortgage, 8%, due 8/15/18		454,580		-		(33,622	)		428,230
N954DL Aircraft Secured Mortgage, 8%, due 3/20/19		597,720		-		(38,627	)		559,130
N955DL Aircraft Secured Mortgage, 8%, due 6/20/19		612,000		-		(37,156	)		575,790
N956DL Aircraft Secured Mortgage, 8%, due 5/20/19		612,850		-		(37,774	)		575,790
N957DL Aircraft Secured Mortgage, 8%, due 6/20/19		617,440		-		(37,481	)		580,890
N959DL Aircraft Secured Mortgage, 8%, due 7/20/19		622,030		-		(37,191	)		585,990
N960DL Aircraft Secured Mortgage, 8%, due 10/20/19		640,730		-		(36,643	)		605,710
N961DL Aircraft Secured Mortgage, 8%, due 8/20/19		636,990		-		(37,528	)		600,950
N976DL Aircraft Secured Mortgage, 8%, due 2/15/18		473,280		-		(39,030	)		441,490
N913DL Equipment Trust Beneficial Interests		111,520		37,982		(47,016	)		129,540
N918DL Equipment Trust Beneficial Interests		120,530		33,622		(44,669	)		145,860
N954DL Equipment Trust Beneficial Interests		113,390		38,627		(53,876	)		81,430
N955DL Equipment Trust Beneficial Interests		160,650		37,156		(53,218	)		130,560
N956DL Equipment Trust Beneficial Interests		163,200		37,774		(53,952	)		133,450
N957DL Equipment Trust Beneficial Interests		163,880		37,481		(53,729	)		134,300
N959DL Equipment Trust Beneficial Interests		164,390		37,191		(53,508	)		135,320
N960DL Equipment Trust Beneficial Interests		169,660		36,643		(53,339	)		141,780
N961DL Equipment Trust Beneficial Interests		171,360		37,528		(54,273	)		143,820
N967DL Equipment Trust Beneficial Interests		83,300		39,030		(51,280	)		103,530
RM Holdco, LLC, Membership Units		849,478		-		-			-
RM Holdco, LLC, Subordinated Convertible Term Loan, 1.12% PIK, due 3/21/18		5,106,805		-		-			3,648,813
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche A, 11%, due 3/19/16		3,759,156		9,202		(45,036	)		3,723,322
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche B, 12% Cash + 7% PIK, due 3/19/16		6,258,122		245,451		-			6,503,573
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche B-1, 12% Cash + 7% PIK, due 3/19/16		1,976,470		80,960		-			2,051,179
RM OpCo, LLC, Convertible 1st Lien Term Loan Tranche B-1, 12% Cash + 7% PIK, due 3/21/16		-		1,271,799		-			1,307,280
United N659UA-767, LLC (N659UA)		2,771,428		484,730		(337,357	)		3,029,575
United N661UA-767, LLC (N661UA)		2,789,809		470,089		(331,517	)		2,975,061

Notes to Schedule of Changes in Investments in Affiliates:

⁽¹⁾

The issuers of the securities listed on this schedule are considered affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% or more of the issuers' voting securities.

⁽²⁾

Dispositions include sales, paydowns, mortgage amortizations, and aircraft depreciation.

TCP Capital Corp.

Consolidated Schedule of Changes in Investments in Affiliates ⁽¹⁾

Year Ended December 31, 2012

Security	Value, Beginning of Period		Acquisitions		Dispositions ⁽²⁾			Value, End of Period

Anacomp, Inc., Class A Common Stock	$	740,761	$	-	$	-		$	1,255,527
Delta Air Lines, Inc., Aircraft Secured Mortgage (N913DL), 8%, due 7/15/18		-		403,947		(37,389	)		367,370
Delta Air Lines, Inc., Aircraft Secured Mortgage (N918DL), 8%, due 7/15/18		-		490,003		(33,390	)		454,580
Delta Air Lines, Inc., Aircraft Secured Mortgage (N954DL), 8%, due 9/20/19		-		631,014		(37,814	)		597,720
Delta Air Lines, Inc., Aircraft Secured Mortgage (N955DL), 8%, due 9/20/19		-		645,523		(36,417	)		612,000
Delta Air Lines, Inc., Aircraft Secured Mortgage (N956DL), 8%, due 9/20/19		-		646,372		(37,011	)		612,850
Delta Air Lines, Inc., Aircraft Secured Mortgage (N957DL), 8%, due 9/20/19		-		651,170		(36,735	)		617,440
Delta Air Lines, Inc., Aircraft Secured Mortgage (N959DL), 8%, due 9/20/19		-		655,930		(36,462	)		622,030
Delta Air Lines, Inc., Aircraft Secured Mortgage (N960DL), 8%, due 9/20/19		-		675,587		(35,956	)		640,730
Delta Air Lines, Inc., Aircraft Secured Mortgage (N961DL), 8%, due 9/20/19		-		671,812		(36,803	)		636,990
Delta Air Lines, Inc., Aircraft Secured Mortgage (N976DL), 8%, due 7/15/18		-		512,643		(38,636	)		473,280
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N913DL)		-		145,176		(31,277	)		111,520
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N918DL)		-		162,691		(32,027	)		120,530
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N954DL)		-		202,368		(40,415	)		113,390
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N955DL)		-		204,598		(40,116	)		160,650
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N956DL)		-		205,404		(40,679	)		163,200
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N957DL)		-		206,328		(40,572	)		163,880
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N959DL)		-		207,244		(40,467	)		164,390
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N960DL)		-		211,653		(40,578	)		169,660
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N961DL)		-		211,555		(41,241	)		171,360
Delta Air Lines, Inc., Equipment Trust Beneficial Interests (N976DL)		-		173,597		(37,271	)		83,300
EPMC HoldCo, LLC, Membership Units		5,264,007		-		(1,276,226	)		2,730,458
ESP Holdings, Inc., Cumulative Preferred 15%		3,287,872		-		-			3,643,088
ESP Holdings, Inc., Common Stock		7,473,887		-		-			2,263,124
ESP Holdings, Inc., Junior Unsecured Subordinated Promissory Notes, 6% Cash + 10% PIK, due 12/31/19		6,240,393		1,000,494		-			7,134,137
International Wire Group Holdings, Inc., Common Stock		30,077,606		-		(31,940,733	)		-
International Wire Group Holdings, Inc., Senior Notes, 11.5% Cash or 12.25% PIK, due 4/15/15		18,180,000		-		(18,000,000	)		-
International Wire Group Holdings, Inc., Senior Secured Notes, 8.5%, due 10/15/17		-		15,000,000		-			15,450,000
Real Mex Restaurants, Inc. Senior Secured Notes, 14%, due 1/1/13		12,410,823		-		(6,627,711	)		-
RM Holdco, LLC, Membership Units		-		2,010,777		-			849,478
RM Holdco, LLC, Subordinated Convertible Term Loan, 1.12% PIK, due 3/21/18		-		5,106,805		-			5,106,805
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche A, 11%, due 3/19/16		-		3,759,156		-			3,759,156
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche B, 12% Cash + 7% PIK, due 3/19/16		-		6,258,122		-			6,258,122
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche B-1, 12% Cash + 7% PIK, due 3/19/16				1,922,118		-			1,976,470
United Airlines, Inc., Aircraft Secured Mortgage (N510UA), 20%, due 9/26/16		624,066		-		(66,886	)		548,340
United Airlines, Inc., Aircraft Secured Mortgage (N512UA), 20%, due 10/26/16		630,208		-		(65,449	)		556,225
United Airlines, Inc., Aircraft Secured Mortgage (N536UA), 16%, due 8/21/14		414,963		-		(122,068	)		277,780
United Airlines, Inc., Aircraft Secured Mortgage (N545UA), 16%, due 7/17/15		563,575		-		(109,385	)		436,810
United Airlines, Inc., Aircraft Secured Mortgage (N585UA), 20%, due 10/25/16		739,958		-		(76,848	)		653,220
United Airlines, Inc., Aircraft Secured Mortgage (N659UA), 12%, due 3/28/16		5,014,613		-		(886,810	)		4,264,148
United Airlines, Inc., Aircraft Secured Mortgage (N661UA), 12%, due 5/4/16		5,192,014		-		(860,025	)		4,351,424
United Airlines, Inc., Equipment Trust Beneficial Interests (N510UA)		467,137		66,886		(35,913	)		479,682
United Airlines, Inc., Equipment Trust Beneficial Interests (N512UA)		458,665		65,449		(35,325	)		473,761
United Airlines, Inc., Equipment Trust Beneficial Interests (N536UA)		686,303		122,068		(45,201	)		624,746
United Airlines, Inc., Equipment Trust Beneficial Interests (N545UA)		612,589		109,256		(47,505	)		616,897
United Airlines, Inc., Equipment Trust Beneficial Interests (N585UA)		498,602		76,848		(46,776	)		583,391
United N659UA-767, LLC (N659UA)		2,274,815		886,810		(674,712	)		2,771,428
United N661UA-767, LLC (N661UA)		2,205,523		860,025		(663,033	)		2,789,809

Notes to Consolidated Schedule of Changes in Investments in Affiliates:

⁽¹⁾

⁽²⁾

Dispositions include sales, paydowns, mortgage amortizations, and aircraft depreciation.

TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers

June 30, 2013

Investment		Acquisition Date

AIP/IS Holdings, LLC, Membership Units		Var. 2009 & 2010
Bally Total Fitness Holding Corporation, Common Stock		4/30/10
Bally Total Fitness Holding Corporation, Warrants		4/30/10
BPA Laboratories, Inc., Senior Secured Notes, 12.25%, due 4/1/17		3/5/12
Caribbean Financial Group, Senior Secured Notes, 11.5%, due 11/15/19		10/19/12
Constellation Enterprises, LLC, Senior Secured 1st Lien Notes, 10.625%, due 2/1/16		1/20/11
DeepOcean Group Holding BV, Common Stock		5/13/11
Integra Telecom, Inc., Common Stock		11/19/09
Integra Telecom, Inc., Warrants		11/19/09
Iracore International, Inc., Senior Secured Notes, 9.5%, due 6/1/18		5/8/13
La Paloma Residual Bank Debt Claim		2/2/05
Marsico Holdings, LLC Common Interest Units		9/10/12
Precision Holdings, LLC, Class C Membership Interests		Var. 2010 & 2011
Shop Holding, LLC, Class A Units		6/2/11
Shop Holding, LLC, Warrants to Purchase Class A Units		6/2/11
SiTV, Inc., Warrants to Purchase Common Stock		8/3/12
St Barbara Ltd., 1st Priority Senior Secured Notes, 8.875%, due 4/15/18		3/22/13
STG-Fairway Holdings, LLC, Class A Units		12/30/10
The Telx Group, Inc., Senior Unsecured Notes, 10% Cash + 2% PIK, due 9/26/19		9/26/11
V Telecom Investment S.C.A, Common Shares		11/9/12

December 31, 2012

Investment		Acquisition Date

AIP/IS Holdings, LLC, Membership Units		Var. 2009 & 2010
Bally Total Fitness Holding Corporation, Common Stock		4/30/10
Bally Total Fitness Holding Corporation, Warrants		4/30/10
BPA Laboratories, Inc., Senior Secured Notes, 12.25%, due 4/1/17		3/5/12
Caribbean Financial Group, Senior Secured Notes, 11.5%, due 11/15/19		10/19/12
Constellation Enterprises, LLC, Senior Secured 1st Lien Notes, 10.625%, due 2/1/16		1/20/11
DeepOcean Group Holding BV, Common Stock		5/13/11
Integra Telecom, Inc., Common Stock		11/19/09
Integra Telecom, Inc., Warrants		11/19/09
La Paloma Residual Bank Debt Claim		2/2/05
Marsico Holdings, LLC Common Interest Units		9/10/12
Precision Holdings, LLC, Class C Membership Interests		Var. 2010 & 2011
Shop Holding, LLC, Class A Units		6/2/11
Shop Holding, LLC, Warrants to Purchase Class A Units		6/2/11
SiTV, Inc., Warrants to Purchase Common Stock		8/3/12
STG-Fairway Holdings, LLC, Class A Units		12/30/10
The Telx Group, Inc., Senior Unsecured Notes, 10% Cash + 2% PIK, due 9/26/19		9/26/11
V Telecom Investment S.C.A, Common Shares		11/9/12

TCP Capital Corp

Consolidating Statement of Assets and Liabilities (Unaudited)

June 30, 2013

				Special Value
	TCP			Continuation						TCP
	Capital Corp.			Partners, LP						Capital Corp.
	Standalone			Standalone			Eliminations			Consolidated
Assets
Investments:
Unaffiliated issuers	$	-		$	501,648,852		$	-		$	501,648,852
Investment in subsidiary		398,960,108			-			(398,960,108	)		-
Controlled companies		-			20,863,780			-			20,863,780
Other affiliates		-			49,249,412			-			49,249,412
Total investments		398,960,108			571,762,044			(398,960,108	)		571,762,044

Cash and cash equivalents		-			40,065,668			-			40,065,668
Accrued interest income		-			6,338,311			-			6,338,311
Receivable for investment securities sold		-			2,695,000			-			2,695,000
Deferred debt issuance costs		-			1,234,215			-			1,234,215
Unrealized appreciation on swaps		-			271,816			-			271,816
Prepaid expenses and other assets		65,656			976,189			-			1,041,845
Total assets		399,025,764			623,343,243			(398,960,108	)		623,408,899

Liabilities
Debt		-			33,000,000			-			33,000,000
Incentive allocation payable					2,476,035						2,476,035
Payable for investment securities purchased		-			50,179,344			-			50,179,344
Interest payable		-			225,981			-			225,981
Payable to the Investment Manager		283,975			341,031			-			625,006
Management and advisory fees payable		-			1,940,295			-			1,940,295
Accrued expenses and other liabilities		553,631			1,384,976			-			1,938,607
Total liabilities		837,606			89,547,662			-			90,385,268

Preferred equity facility
Series A preferred limited partner interests		-			134,000,000			-			134,000,000
Accumulated dividends on Series A preferred equity facility		-			491,163			-			491,163
Total preferred limited partner interests		-			134,491,163			-			134,491,163

Non-controlling interest
General Partner interest in Special Value Continuation Partners, LP					-			344,310			344,310
		-			-			344,310			344,310

Net assets	$	398,188,158		$	399,304,418		$	(399,304,418	)	$	398,188,158

Composition of net assets
Common stock	$	26,655		$	-		$	-		$	26,655
Additional paid-in capital		522,439,540			520,144,218			(520,144,218	)		522,439,540
Accumulated deficit		(124,278,037	)		(120,839,800	)		120,839,800			(124,278,037	)
Net assets	$	398,188,158		$	399,304,418		$	(399,304,418	)	$	398,188,158

TCP Capital Corp.

Consolidating Statement of Assets and Liabilities

December 31, 2012

	TCP			Special Value						TCP
	Capital Corp.			Continuation						Capital Corp.
	Standalone			Partners, LP			Eliminations			Consolidated
Assets
Investments:
Unaffiliated issuers	$	-		$	440,772,190		$	-		$	440,772,190
Investment in subsidiary		317,209,574			-			(317,209,574	)		-
Controlled companies		-			22,489,208			-			22,489,208
Other affiliates		-			54,421,689			-			54,421,689
Total investments		317,209,574			517,683,087			(317,209,574	)		517,683,087

Cash and cash equivalents		-			18,035,189			-			18,035,189
Accrued interest income		-			4,575,307			-			4,575,307
Receivable for investment securities sold		-			7,727,415			-			7,727,415
Deferred debt issuance costs		-			696,018			-			696,018
Unrealized appreciation on swaps		-			179,364			-			179,364
Prepaid expenses and other assets		20,606			325,116			-			345,722
Total assets		317,230,180			549,221,496			(317,209,574	)		549,242,102

Liabilities
Credit facility payable		-			74,000,000			-			74,000,000
Payable for investment securities purchased		-			21,814,819			-			21,814,819
Payable to the Investment Manager		61,051			48,149			-			109,200
Interest payable		-			119,233			-			119,233
Payable to subsidiary		-			-			-			-
Accrued expenses and other liabilities		1,181,579			1,503,436			-			2,685,015
Total liabilities		1,242,630			97,485,637			-			98,728,267

Preferred equity facility
Series A preferred limited partner interests		-			134,000,000			-			134,000,000
Accumulated dividends on Series A preferred equity facility		-			526,285			-			526,285
Total preferred limited partner interests		-			134,526,285			-			134,526,285
Net assets	$	315,987,550		$	317,209,574		$	(317,209,574	)	$	315,987,550

Composition of net assets
Common stock	$	21,478		$	-		$	-		$	21,478
Additional paid-in capital		444,234,060			441,328,969			(441,328,969	)		444,234,060
Accumulated deficit		(128,267,988	)		(124,119,395	)		124,119,395			(128,267,988	)
Net assets	$	315,987,550		$	317,209,574		$	(317,209,574	)	$	315,987,550

TCP Capital Corp.

Consolidating Statement of Operations (Unaudited)

Six Months Ended June 30, 2013

				Special Value
	TCP			Continuation						TCP
	Capital Corp.			Partners, LP						Capital Corp.
	Standalone			Standalone			Eliminations			Consolidated
Investment income
Interest income:
Unaffiliated issuers	$	-		$	27,487,968		$	-		$	27,487,968
Controlled companies		-			642,585			-			642,585
Affiliates		-			2,096,165			-			2,096,165
Other income:
Unaffiliated issuers		-			576,948			-			576,948
Controlled companies		-			311,515			-			311,515
Other Affiliates		-			219,756			-			219,756
Total interest and related investment income		-			31,334,937			-			31,334,937

Operating expenses
Management and advisory fees		-			3,905,033			-			3,905,033
Administration expenses		-			335,616			-			335,616
Amortization of deferred debt issuance costs		-			251,478			-			251,478
Legal fees, professional fees and due diligence expenses		220,446			80,758			-			301,204
Interest expense		-			323,109			-			323,109
Commitment fees		-			61,094			-			61,094
Director fees		47,751			96,058			-			143,809
Insurance expense		26,228			52,567			-			78,795
Custody fees		1,750			57,901			-			59,651
Other operating expenses		274,629			142,877			-			417,506
Total expenses		570,804			5,306,491			-			5,877,295

Net investment income		(570,804	)		26,028,446			-			25,457,642

Net realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Investments in unaffiliated issuers		-			(3,577,502	)		-			(2,034,839	)
Net realized loss		-			(3,577,502	)		-			(2,034,839	)
Net change in unrealized appreciation/depreciation		22,747,150			6,591,253			(22,747,150	)		5,048,590
Net realized and unrealized gain (loss)		22,747,150			3,013,751			(22,747,150	)		3,013,751

Dividends paid on Series A preferred equity facility		-			(786,082	)		-			(786,082	)
Net change in accumulated dividends on Series A preferred equity facility		-			35,122			-			35,122
Distributions of incentive allocation to the General Partner from net investment income		-			-			(4,941,336	)		(4,941,336	)
Distributions of incentive allocation to the General Partner from net realized gains		-			-			(258,441	)		(258,441	)
Net change in reserve for incentive allocation		-			-