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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yesý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The number of shares outstanding of the registrant’s common stock on May 7, 2024 was 105,951,159.
Non-Control / Non-Affiliate investments (cost of $2,065,014 and $2,053,548 as of March 31, 2024 and December 31, 2023, respectively)
$
2,015,336
$
1,995,372
Affiliate investments (cost of $382,732 and $378,865 as of March 31, 2024 and December 31, 2023, respectively)
409,085
402,423
Control investments (cost of $103,553 and $103,163 as of March 31, 2024 and December 31, 2023, respectively)
103,116
90,920
Total investments at fair value
2,527,537
2,488,715
Cash (restricted cash of $13,373 and $0 as of March 31, 2024 and December 31, 2023, respectively)
48,777
57,187
Foreign currencies (cost of $15,572 and $13,023 as of March 31, 2024 and December 31, 2023, respectively)
15,336
13,341
Interest and fees receivable
41,672
51,598
Prepaid expenses and other assets
3,254
3,564
Credit support agreements (cost of $58,000 as of both March 31, 2024 and December 31, 2023)
51,450
57,800
Derivative assets
5,011
1
Deferred financing fees
3,490
3,948
Receivable from unsettled transactions
2,159
1,299
Total assets
$
2,698,686
$
2,677,453
Liabilities:
Accounts payable and accrued liabilities
$
2,156
$
2,950
Interest payable
12,452
8,450
Administrative fees payable
582
536
Base management fees payable
8,279
8,347
Incentive management fees payable
8,167
7,737
Derivative liabilities
3,675
11,265
Payable from unsettled transactions
336
1,112
Borrowings under credit facilities
440,352
719,914
Notes payable (net of deferred financing fees)
1,010,811
720,583
Total liabilities
1,486,810
1,480,894
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (150,000,000 shares authorized, 105,951,159 and 106,067,070 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)
106
106
Additional paid-in capital
1,853,350
1,854,457
Total distributable earnings (loss)
(641,580)
(658,004)
Total net assets
1,211,876
1,196,559
Total liabilities and net assets
$
2,698,686
$
2,677,453
Net asset value per share
$
11.44
$
11.28
See accompanying notes.
3
Barings BDC, Inc.
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share data)
Three Months
Ended
Three Months
Ended
March 31, 2024
March 31, 2023
Investment income:
Interest income:
Non-Control / Non-Affiliate investments
$
53,190
$
51,168
Affiliate investments
957
380
Control investments
386
342
Total interest income
54,533
51,890
Dividend income:
Non-Control / Non-Affiliate investments
1,322
826
Affiliate investments
7,155
7,048
Total dividend income
8,477
7,874
Fee and other income:
Non-Control / Non-Affiliate investments
3,388
3,082
Affiliate investments
69
167
Control investments
17
51
Total fee and other income
3,474
3,300
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments
2,482
3,535
Affiliate investments
251
203
Control investments
391
204
Total payment-in-kind interest income
3,124
3,942
Interest income from cash
199
198
Total investment income
69,807
67,204
Operating expenses:
Interest and other financing fees
21,082
19,316
Base management fee (Note 2)
8,279
7,853
Incentive management fees (Note 2)
8,167
9,604
General and administrative expenses (Note 2)
2,676
2,736
Total operating expenses
40,204
39,509
Net investment income before taxes
29,603
27,695
Income taxes, including excise tax expense
250
195
Net investment income after taxes
29,353
27,500
4
Barings BDC, Inc.
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Three Months
Ended
Three Months
Ended
March 31, 2024
March 31, 2023
Realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts:
Net realized gains (losses):
Non-Control / Non-Affiliate investments
$
(12,608)
$
771
Net realized gains (losses) on investments
(12,608)
771
Foreign currency transactions
241
3,701
Forward currency contracts
(9,086)
(14,218)
Net realized gains (losses)
(21,453)
(9,746)
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments
8,502
7,437
Affiliate investments
2,795
10,841
Control investments
11,805
(7,269)
Net unrealized appreciation (depreciation) on investments
23,102
11,009
Credit support agreements
(6,350)
5,586
Foreign currency transactions
3,516
(8,127)
Forward currency contracts
15,833
13,502
Net unrealized appreciation (depreciation)
36,101
21,970
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts
14,648
12,224
Benefit from (provision for) income taxes
—
(73)
Net increase (decrease) in net assets resulting from operations
$
44,001
$
39,651
Net investment income per share — basic and diluted
$
0.28
$
0.25
Net increase (decrease) in net assets resulting from operations per share — basic and diluted
$
0.41
$
0.37
Dividends/distributions per share:
Total dividends/distributions per share
$
0.26
$
0.25
Weighted average shares outstanding — basic and diluted
106,038,873
107,916,166
See accompanying notes.
5
Barings BDC, Inc.
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
Common Stock
Additional Paid-In Capital
Total Distributable Earnings (Loss)
Total Net Assets
Three Months Ended March 31, 2023
Number of Shares
Par Value
Balance, December 31, 2022
107,916,166
$
108
$
1,855,975
$
(663,754)
$
1,192,329
Net investment income
—
—
—
27,500
27,500
Net realized loss on investments / foreign currency transactions / forward currency contracts
—
—
—
(9,746)
(9,746)
Net unrealized appreciation of investments / CSAs / foreign currency transactions / forward currency contracts
—
—
—
21,970
21,970
Provision for taxes
—
—
—
(73)
(73)
Distributions of net investment income
—
—
—
(26,979)
(26,979)
Balance, March 31, 2023
107,916,166
$
108
$
1,855,975
$
(651,082)
$
1,205,001
Common Stock
Additional Paid-In Capital
Total Distributable Earnings (Loss)
Total Net Assets
Three Months Ended March 31, 2024
Number of Shares
Par Value
Balance, December 31, 2023
106,067,070
$
106
$
1,854,457
$
(658,004)
$
1,196,559
Net investment income
—
—
—
29,353
29,353
Net realized loss on investments / foreign currency transactions / forward currency contracts
—
—
—
(21,453)
(21,453)
Net unrealized appreciation of investments / CSAs / foreign currency transactions / forward currency contracts
—
—
—
36,101
36,101
Distributions of net investment income
—
—
—
(27,577)
(27,577)
Purchases of shares in repurchase plan
(115,911)
—
(1,107)
—
(1,107)
Balance, March 31, 2024
105,951,159
$
106
$
1,853,350
$
(641,580)
$
1,211,876
See accompanying notes.
6
Barings BDC, Inc.
Unaudited Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended
Three Months Ended
March 31, 2024
March 31, 2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations
$
44,001
$
39,651
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investments
(143,128)
(179,634)
Repayments received / sales of portfolio investments
118,008
69,515
Loan origination and other fees received
2,520
2,420
Net realized (gain) loss on investments
12,608
(771)
Net realized (gain) loss on foreign currency transactions
(241)
(3,701)
Net realized (gain) loss on forward currency contracts
9,086
14,218
Net unrealized (appreciation) depreciation on investments
(23,102)
(11,009)
Net unrealized (appreciation) depreciation of CSAs
6,350
(5,586)
Net unrealized (appreciation) depreciation on foreign currency transactions
(3,516)
8,127
Net unrealized (appreciation) depreciation on forward currency contracts
(15,833)
(13,502)
Payment-in-kind interest / dividends
(5,800)
(5,419)
Amortization of deferred financing fees
1,041
764
Accretion of loan origination and other fees
(2,419)
(2,017)
Amortization / accretion of purchased loan premium / discount
(261)
(303)
Payments for derivative contracts
(11,265)
(15,482)
Proceeds from derivative contracts
2,178
1,264
Changes in operating assets and liabilities:
Interest and fees receivable
10,729
(3,424)
Prepaid expenses and other assets
313
348
Accounts payable and accrued liabilities
(388)
8,955
Interest payable
4,010
3,566
Net cash provided by (used in) operating activities
4,891
(92,020)
Cash flows from financing activities:
Borrowings under credit facilities
24,500
35,000
Repayments of credit facilities
(300,000)
—
Proceeds from notes
300,000
—
Financing fees paid
(7,122)
(21)
Purchases of shares in repurchase plan
(1,107)
—
Cash dividends / distributions paid
(27,577)
(26,979)
Net cash provided by (used in) financing activities
(11,306)
8,000
Net increase (decrease) in cash and foreign currencies
(6,415)
(84,020)
Cash and foreign currencies, beginning of period
70,528
139,415
Cash and foreign currencies, end of period
$
64,113
$
55,395
Supplemental Information:
Cash paid for interest
$
15,580
$
14,662
Excise taxes paid during the period
$
1,700
$
800
See accompanying notes.
7
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.
IT Consulting & Other Services
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.2% Cash
7/19
7/25
$
7,121
$
7,078
$
7,121
0.6
%
(7)(8)(14)
7,121
7,078
7,121
A.T. Holdings II LTD
Other Financial
h
First Lien Senior Secured Term Loan
14.3% Cash
11/22
9/29
12,500
12,500
11,150
0.9
%
(3)(7)
12,500
12,500
11,150
Accelerant Holdings
Banking, Finance, Insurance & Real Estate
Class A Convertible Preferred Equity (5,000 shares)
N/A
1/22
N/A
5,000
5,979
0.5
%
(7)(30)
Class B Convertible Preferred Equity (1,651 shares)
N/A
12/22
N/A
1,667
2,031
0.2
%
(7)(30)
6,667
8,010
Acclime Holdings HK Limited
Business Services
First Lien Senior Secured Term Loan
SOFR + 6.50%, 11.6% Cash
8/21
8/27
2,500
2,459
2,480
0.2
%
(3)(7)(8)(14)
2,500
2,459
2,480
Accurus Aerospace Corporation
Aerospace & Defense
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.7% Cash
4/22
4/28
12,132
12,000
11,816
1.0
%
(7)(8)(13)
Revolver
SOFR + 5.25%, 10.7% Cash
4/22
4/28
1,844
1,821
1,784
0.1
%
(7)(8)(13)(31)
Common Stock (437,623.30 shares)
N/A
4/22
N/A
438
429
—
%
(7)(30)
13,976
14,259
14,029
Acogroup
Business Services
First Lien Senior Secured Term Loan
EURIBOR + 4.65%, 8.6% Cash, 2.3% PIK
3/22
10/26
7,967
7,992
6,772
0.6
%
(3)(7)(8)(10)
7,967
7,992
6,772
AD Bidco, Inc.
Technology
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
3/24
3/30
10,175
9,835
9,833
0.8
%
(7)(8)(13)(31)
Revolver
SOFR + 6.25%, 11.6% Cash
3/24
3/30
—
(32)
(33)
—
%
(7)(8)(13)(31)
10,175
9,803
9,800
ADB Safegate
Aerospace & Defense
Second Lien Senior Secured Term Loan
SOFR + 9.25%, 14.6% Cash
8/21
10/27
6,577
6,390
5,821
0.5
%
(3)(7)(8)(13)
6,577
6,390
5,821
Adhefin International
Industrial Other
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
5/23
5/30
1,790
1,762
1,755
0.1
%
(3)(7)(8)(10)(31)
Subordinated Term Loan
EURIBOR + 10.5% PIK, 14.4% PIK
5/23
11/30
300
297
294
—
%
(3)(7)(8)(10)
2,090
2,059
2,049
Advantage Software Company (The), LLC
Advertising, Printing & Publishing
Class A1 Partnership Units (8,717.76 units)
N/A
12/21
N/A
280
697
0.1
%
(7)(30)
Class A2 Partnership Units (2,248.46 units)
N/A
12/21
N/A
72
180
—
%
(7)(30)
Class B1 Partnership Units (8,717.76 units)
N/A
12/21
N/A
9
—
—
%
(7)(30)
Class B2 Partnership Units (2,248.46 units)
N/A
12/21
N/A
2
—
—
%
(7)(30)
363
877
Air Canada 2020-2 Class B Pass Through Trust
Structured Products
Structured Secured Note - Class B
9.0% Cash
9/20
10/25
3,511
3,511
3,590
0.3
%
3,511
3,511
3,590
Air Comm Corporation, LLC
Aerospace & Defense
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.3% Cash
6/21
7/27
7,736
7,646
7,705
0.6
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.7% Cash
6/21
7/27
1,289
1,258
1,289
0.1
%
(7)(8)(13)
9,025
8,904
8,994
8
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
AirX Climate Solutions, Inc.
Diversified Manufacturing
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.7% Cash
11/23
11/29
$
3,331
$
3,224
$
3,233
0.3
%
(7)(8)(13)(31)
Revolver
SOFR + 6.25%, 11.7% Cash
11/23
11/29
84
72
73
—
%
(7)(8)(13)(31)
3,415
3,296
3,306
AIT Worldwide Logistics Holdings, Inc.
Transportation Services
Second Lien Senior Secured Term Loan
SOFR + 7.50%, 12.9% Cash
4/21
4/29
6,460
6,359
6,424
0.5
%
(7)(8)(12)
Partnership Units (348.68 units)
N/A
4/21
N/A
349
537
—
%
(7)(30)
6,460
6,708
6,961
AlliA Insurance Brokers NV
Insurance
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 9.9% Cash
3/23
3/30
3,469
3,324
3,469
0.3
%
(3)(7)(8)(10)(31)
3,469
3,324
3,469
Alpine SG, LLC
High Tech Industries
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.5% Cash
2/22
11/27
23,139
22,680
22,792
1.9
%
(7)(8)(13)(29)
23,139
22,680
22,792
Amalfi Midco
Healthcare
Subordinated Loan Notes
2.0% Cash, 9.0% PIK
9/22
9/28
5,488
4,901
4,841
0.4
%
(3)(7)
Class B
Common Stock
(93,165,208 shares)
N/A
9/22
N/A
1,040
1,177
0.1
%
(3)(7)(30)
Warrants
(380,385 units)
N/A
9/22
N/A
4
644
0.1
%
(3)(7)(30)
5,488
5,945
6,662
Americo Chemical Products, LLC
Chemicals
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
4/23
4/29
1,930
1,887
1,930
0.2
%
(7)(8)(12)
Revolver
SOFR + 5.50%, 10.8% Cash
4/23
4/29
—
(10)
—
—
%
(7)(8)(12)(31)
Common Stock (88,110 shares)
N/A
4/23
N/A
88
93
—
%
(7)(30)
1,930
1,965
2,023
AMMC CLO 22, Limited Series 2018-22A
Multi-Sector Holdings
Subordinated Structured Notes
Residual Interest, current yield 10.55%
2/22
4/31
7,222
3,781
2,489
0.2
%
(3)(29)
7,222
3,781
2,489
AMMC CLO 23, Ltd. Series 2020-23A
Multi-Sector Holdings
Subordinated Structured Notes
Residual Interest, current yield 9.36%
2/22
10/31
2,000
1,623
1,462
0.1
%
(3)(29)
2,000
1,623
1,462
Amtech LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
11/21
11/27
3,005
2,967
2,945
0.2
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
3/24
11/28
3,660
3,587
3,587
0.3
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.1% Cash
11/21
11/27
—
(14)
(19)
—
%
(7)(8)(13)(31)
6,665
6,540
6,513
AnalytiChem Holding GmbH
Chemicals
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
11/21
10/28
3,155
3,184
3,109
0.3
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
4/22
10/28
952
944
938
0.1
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
EURIBOR + 7.00%, 11.1% Cash
1/23
10/28
1,657
1,586
1,650
0.1
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
6/22
10/28
1,019
1,019
1,004
0.1
%
(3)(7)(8)(13)
6,783
6,733
6,701
Anju Software, Inc.
Application Software
First Lien Senior Secured Term Loan
8.0% PIK
2/19
6/25
13,320
13,269
2,717
0.2
%
(7)(27)
Super Senior Secured Term Loan
10.0% PIK
10/23
6/25
913
866
859
0.1
%
(7)(31)
14,233
14,135
3,576
9
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
APC1 Holding
Diversified Manufacturing
First Lien Senior Secured Term Loan
EURIBOR + 5.45%, 9.4% Cash
7/22
7/29
$
2,484
$
2,316
$
2,454
0.2
%
(3)(7)(8)(10)
2,484
2,316
2,454
Apex Bidco Limited
Business Equipment & Services
First Lien Senior Secured Term Loan
SONIA + 5.75%, 10.9% Cash
1/20
1/27
1,841
1,886
1,841
0.2
%
(3)(7)(8)(16)
First Lien Senior Secured Term Loan
SONIA + 6.50%, 11.7% Cash
10/23
1/27
1,387
1,303
1,387
0.1
%
(3)(7)(8)(16)
Subordinated Senior Unsecured Term Loan
8.0% PIK
1/20
7/27
309
315
301
—
%
(3)(7)
3,537
3,504
3,529
Apidos CLO XXIV, Series 2016-24A
Multi-Sector Holdings
Subordinated Structured Notes
Residual Interest, current yield 27.10%
2/22
10/30
18,358
4,764
5,100
0.4
%
(3)(29)
18,358
4,764
5,100
APOG Bidco Pty Ltd
Healthcare
Second Lien Senior Secured Term Loan
BBSY + 7.25%, 11.8% Cash
4/22
3/30
2,025
2,285
2,011
0.2
%
(3)(7)(8)(18)
2,025
2,285
2,011
Aptus 1829. GmbH
Chemicals, Plastics, and Rubber
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash, 1.5% PIK
9/21
9/27
2,323
2,478
2,033
0.2
%
(3)(7)(8)(11)
Preferred Stock
(13 shares)
N/A
9/21
N/A
120
4
—
%
(3)(7)(30)
Common Stock
(48 shares)
N/A
9/21
N/A
12
—
—
%
(3)(7)(30)
2,323
2,610
2,037
Apus Bidco Limited
Banking, Finance, Insurance & Real Estate
First Lien Senior Secured Term Loan
SONIA + 5.75%, 10.9% Cash
2/21
3/28
3,639
3,902
3,614
0.3
%
(3)(7)(8)(16)
3,639
3,902
3,614
AQA Acquisition Holding, Inc.
High Tech Industries
Second Lien Senior Secured Term Loan
SOFR + 7.50%, 12.9% Cash
3/21
3/29
20,000
19,638
20,000
1.7
%
(7)(8)(13)
20,000
19,638
20,000
Aquavista Watersides 2 LTD
Transportation Services
First Lien Senior Secured Term Loan
SONIA + 6.00%, 11.2% Cash
12/21
12/28
6,369
6,503
5,846
0.5
%
(3)(7)(8)(17)(31)
Second Lien Senior Secured Term Loan
SONIA + 10.5% PIK, 15.7% PIK
12/21
12/28
1,828
1,870
1,723
0.1
%
(3)(7)(8)(17)
8,197
8,373
7,569
Arc Education
Consumer Cyclical
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.6% Cash
7/22
7/29
3,770
3,475
3,717
0.3
%
(3)(7)(8)(10)(31)
3,770
3,475
3,717
Arch Global Precision LLC
Industrial Machinery
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.2% Cash
4/19
4/26
9,037
9,035
9,015
0.7
%
(7)(8)(13)
9,037
9,035
9,015
Archimede
Consumer Services
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
10/20
10/27
6,372
6,481
6,181
0.5
%
(3)(7)(8)(10)
6,372
6,481
6,181
Argus Bidco Limited
High Tech Industries
First Lien Senior Secured Term Loan
EURIBOR + 4.00%, 7.9% Cash, 3.3% PIK
7/22
7/29
322
295
307
—
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
EURIBOR + 6.75%, 10.7% Cash
7/22
7/29
1,628
1,551
1,557
0.1
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 4.00%, 9.3% Cash, 3.3% PIK
7/22
7/29
134
131
128
—
%
(3)(7)(8)(13)
First Lien Senior Secured Term Loan
SONIA + 4.00%, 9.1% Cash, 3.3% PIK
7/22
7/29
1,733
1,587
1,641
0.1
%
(3)(7)(8)(16)(31)
Second Lien Senior Secured Term Loan
10.5% PIK
7/22
7/29
806
758
758
0.1
%
(3)(7)
Preferred Stock (41,560 shares)
10.0% PIK
7/22
N/A
57
46
—
%
(3)(7)
Equity Loan Notes (41,560 units)
10.0% PIK
7/22
N/A
57
46
—
%
(3)(7)
Common Stock (464 shares)
N/A
7/22
N/A
1
—
—
%
(3)(7)(30)
4,623
4,437
4,483
10
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Armstrong Transport Group (Pele Buyer, LLC)
Air Freight & Logistics
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.4% Cash
6/19
12/25
$
3,927
$
3,922
$
3,750
0.3
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.4% Cash
10/22
12/25
4,892
4,877
4,672
0.4
%
(7)(8)(13)
8,819
8,799
8,422
ASC Communications, LLC
Media & Entertainment
First Lien Senior Secured Term Loan
SOFR + 4.85%, 10.2% Cash
7/22
7/27
8,739
8,640
8,739
0.7
%
(7)(8)(12)
Revolver
SOFR + 4.75%, 10.1% Cash
7/22
7/27
—
(12)
—
—
%
(7)(8)(12)(31)
Class A Units (25,718.20 units)
N/A
7/22
N/A
539
753
0.1
%
(7)
8,739
9,167
9,492
Astra Bidco Limited
Healthcare
First Lien Senior Secured Term Loan
SONIA + 5.25%, 10.4% Cash
11/21
11/28
2,466
2,519
2,449
0.2
%
(3)(7)(8)(16)(31)
2,466
2,519
2,449
ATL II MRO Holdings Inc.
Transportation
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
11/22
11/28
8,313
8,138
8,105
0.7
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.1% Cash
11/22
11/28
—
(33)
(42)
—
%
(7)(8)(13)(31)
8,313
8,105
8,063
Auxi International
Commercial Finance
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
12/19
12/26
1,512
1,534
1,400
0.1
%
(3)(7)(8)(11)
First Lien Senior Secured Term Loan
SONIA + 6.25%, 11.4% Cash
4/21
12/26
846
906
784
0.1
%
(3)(7)(8)(17)
2,358
2,440
2,184
Avance Clinical Bidco Pty Ltd
Healthcare
First Lien Senior Secured Term Loan
BBSY + 5.00%, 9.4% Cash
11/21
11/27
2,227
2,356
2,011
0.2
%
(3)(7)(8)(20)(31)
2,227
2,356
2,011
Aviation Technical Services, Inc.
Aerospace & Defense
Second Lien Senior Secured Term Loan
SOFR + 8.50%, 13.8% Cash
2/22
3/25
29,457
28,114
29,162
2.4
%
(7)(8)(12)(29)
29,457
28,114
29,162
AVSC Holding Corp.
Advertising
First Lien Senior Secured Term Loan
5.0% Cash, 10.0% PIK
11/20
10/26
6,558
6,497
6,836
0.6
%
6,558
6,497
6,836
Azalea Buyer, Inc.
Technology
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.7% Cash
11/21
11/27
4,819
4,749
4,819
0.4
%
(7)(8)(13)(31)
Revolver
SOFR + 5.25%, 10.7% Cash
11/21
11/27
—
(6)
—
—
%
(7)(8)(13)(31)
Subordinated Term Loan
12.0% PIK
11/21
5/28
1,659
1,640
1,627
0.1
%
(7)
Common Stock (192,307.7 shares)
N/A
11/21
N/A
192
300
—
%
(7)(30)
6,478
6,575
6,746
Bariacum S.A.
Consumer Products
First Lien Senior Secured Term Loan
EURIBOR + 4.75%, 8.6% Cash
11/21
11/28
3,240
3,251
3,221
0.3
%
(3)(7)(8)(11)
3,240
3,251
3,221
Benify (Bennevis AB)
High Tech Industries
First Lien Senior Secured Term Loan
STIBOR + 5.25%, 9.3% Cash
7/19
7/26
958
1,079
958
0.1
%
(3)(7)(8)(23)
958
1,079
958
Beyond Risk Management, Inc.
Other Financial
First Lien Senior Secured Term Loan
SOFR + 4.50%, 9.9% Cash
10/21
10/27
2,934
2,913
2,916
0.2
%
(7)(8)(13)(31)
2,934
2,913
2,916
Bidwax
Non-durable Consumer Goods
First Lien Senior Secured Term Loan
EURIBOR + 6.45%, 10.5% Cash
2/21
2/28
7,560
8,125
7,518
0.6
%
(3)(7)(8)(11)
7,560
8,125
7,518
11
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
BigHand UK Bidco Limited
High Tech Industries
First Lien Senior Secured Term Loan
SOFR +5.75%, 11.2% Cash
1/21
1/28
$
2,532
$
2,488
$
2,355
0.2
%
(3)(7)(8)(14)
First Lien Senior Secured Term Loan
SONIA + 5.75%, 10.9% Cash
1/21
1/28
848
897
788
0.1
%
(3)(7)(8)(16)
3,380
3,385
3,143
Biolam Group
Consumer Non-cyclical
First Lien Senior Secured Term Loan
EURIBOR + 4.25%, 5.5% Cash, 2.8% PIK
12/22
12/29
2,415
2,417
2,028
0.2
%
(3)(7)(8)(10)(31)
2,415
2,417
2,028
BNI Global, LLC
Other Industrial
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.6% Cash
2/24
5/27
9,931
9,732
9,707
0.8
%
(7)(8)(9)
9,931
9,732
9,707
Bounteous, Inc.
Technology
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.7% Cash
8/21
8/27
4,137
4,087
3,947
0.3
%
(7)(8)(13)
4,137
4,087
3,947
BPG Holdings IV Corp
Diversified Manufacturing
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.3% Cash
3/23
7/29
14,220
13,465
13,367
1.1
%
(7)(8)(13)
14,220
13,465
13,367
Bridger Aerospace Group Holdings, LLC
Environmental Industries
Municipal Revenue Bond
11.5% Cash
7/22
9/27
27,200
27,200
27,984
2.3
%
Preferred Stock- Series A
(14,618 shares)
7.0% PIK
7/22
N/A
15,552
14,176
1.2
%
(7)
27,200
42,752
42,160
Brightline Trains Florida LLC
Transportation
Senior Secured Note
8.0% Cash
8/21
1/28
5,000
5,000
5,000
0.4
%
(7)
5,000
5,000
5,000
Brightpay Limited
Technology
First Lien Senior Secured Term Loan
EURIBOR + 5.00%, 8.9% Cash
10/21
10/28
2,232
2,305
2,204
0.2
%
(3)(7)(8)(10)(31)
2,232
2,305
2,204
BrightSign LLC
Media & Entertainment
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
10/21
10/27
4,693
4,663
4,651
0.4
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.2% Cash
10/21
10/27
1,063
1,055
1,051
0.1
%
(7)(8)(13)(31)
LLC units (1,107,492.71 units)
N/A
10/21
N/A
1,107
1,008
0.1
%
(7)(30)
5,756
6,825
6,710
British Airways 2020-1 Class B Pass Through Trust
Structured Products
First Lien Senior Secured Bond
8.4% Cash
11/20
11/28
569
569
590
—
%
569
569
590
British Engineering Services Holdco Limited
Commercial Services & Supplies
First Lien Senior Secured Term Loan
SONIA + 6.75%, 12.5% Cash
12/20
12/27
14,484
15,203
14,484
1.2
%
(3)(7)(8)(17)
14,484
15,203
14,484
Brook & Whittle Holding Corp.
Containers, Packaging & Glass
First Lien Senior Secured Term Loan
SOFR + 4.00%, 9.3% Cash
2/22
12/28
2,791
2,772
2,608
0.2
%
(8)(13)(29)
2,791
2,772
2,608
Brown Machine Group Holdings, LLC
Industrial Equipment
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
10/18
10/25
6,088
6,079
6,003
0.5
%
(7)(8)(12)
6,088
6,079
6,003
Burgess Point Purchaser Corporation
Auto Parts & Equipment
Second Lien Senior Secured Term Loan
SOFR + 9.00%, 14.4% Cash
7/22
7/30
4,545
4,391
4,482
0.4
%
(7)(8)(12)
LP Units
(455 units)
N/A
7/22
N/A
455
485
—
%
(7)(30)
4,545
4,846
4,967
BVI Medical, Inc.
Healthcare
Second Lien Senior Secured Term Loan
EURIBOR + 9.50%, 13.4% Cash
6/22
6/26
10,020
9,518
9,679
0.8
%
(7)(8)(10)
10,020
9,518
9,679
12
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
CAi Software, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
12/21
12/28
$
11,266
$
11,070
$
11,041
0.9
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
7/22
12/28
1,360
1,341
1,333
0.1
%
(7)(8)(13)
Revolver
SOFR + 6.25%, 11.6% Cash
12/21
12/28
—
(44)
(50)
—
%
(7)(8)(13)(31)
12,626
12,367
12,324
Canadian Orthodontic Partners Corp.
Healthcare
First Lien Senior Secured Term Loan
3.5% Cash,
CDOR + 3.5% PIK, 9.0% PIK
6/21
3/26
1,684
1,859
1,100
0.1
%
(3)(7)(8)(22)(27)
Class A Equity (500,000 units)
N/A
5/22
N/A
389
—
—
%
(3)(7)(30)
Class C - Warrants (74,712.64 units)
N/A
5/22
N/A
—
—
—
%
(3)(7)(30)
Class X Equity (45,604 units)
N/A
5/22
N/A
35
—
—
%
(3)(7)(30)
1,684
2,283
1,100
Caribou Holding Company, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 7.64%, 13.0% Cash
4/22
4/27
4,318
4,276
4,240
0.3
%
(3)(7)(8)(13)
LLC Units (681,818 units)
N/A
4/22
N/A
682
1,016
0.1
%
(3)(7)(30)
4,318
4,958
5,256
Cascade Residential Services LLC
Electric
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.6% Cash
10/23
10/29
3,154
3,045
3,144
0.3
%
(7)(8)(13)(31)
Revolver
SOFR + 5.25%, 10.6% Cash
10/23
10/29
—
(8)
(1)
—
%
(7)(8)(13)(31)
3,154
3,037
3,143
Catawba River Limited
Finance Companies
Structured - Junior Note
N/A
10/22
10/28
4,927
4,442
3,636
0.3
%
(3)(7)
4,927
4,442
3,636
CCFF Buyer, LLC
Food & Beverage
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
2/24
2/30
3,840
3,695
3,693
0.3
%
(7)(8)(14)(31)
Revolver
SOFR + 5.75%, 11.2% Cash
2/24
2/30
—
(21)
(21)
—
%
(7)(8)(14)(31)
LLC Units (233 units)
N/A
2/24
N/A
233
233
—
%
(7)(30)
3,840
3,907
3,905
Centralis Finco S.a.r.l.
Diversified Financial Services
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash
5/20
4/27
3,124
2,928
3,081
0.3
%
(3)(7)(8)(10)
3,124
2,928
3,081
Ceres Pharma NV
Pharmaceuticals
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 9.9% Cash
10/21
10/28
3,344
3,281
3,288
0.3
%
(3)(7)(8)(11)
3,344
3,281
3,288
CGI Parent, LLC
Business Equipment & Services
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.7% Cash
2/22
2/28
13,027
12,776
12,761
1.1
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.7% Cash
12/22
2/28
1,368
1,335
1,340
0.1
%
(7)(8)(13)
Revolver
SOFR + 5.25%, 10.7% Cash
2/22
2/28
—
(22)
(34)
—
%
(7)(8)(13)(31)
Preferred Stock (657 shares)
N/A
2/22
N/A
722
1,244
0.1
%
(7)(30)
14,395
14,811
15,311
Classic Collision (Summit Buyer, LLC)
Auto Collision Repair Centers
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.5% Cash
1/20
1/27
7,928
7,815
7,881
0.7
%
(7)(8)(13)(31)
7,928
7,815
7,881
CM Acquisitions Holdings Inc.
Internet & Direct Marketing
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.2% Cash
5/19
5/25
13,693
13,639
13,309
1.1
%
(7)(8)(13)
13,693
13,639
13,309
13
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
CMT Opco Holding, LLC (Concept Machine)
Distributors
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash, 0.3% PIK
1/20
1/25
$
4,115
$
4,100
$
3,667
0.3
%
(7)(8)(12)
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash, 0.3% PIK
1/20
1/27
668
657
595
—
%
(7)(8)(12)
LLC Units
(8,782 units)
N/A
1/20
N/A
352
—
—
%
(7)(30)
4,783
5,263
4,263
Cobham Slip Rings SAS
Diversified Manufacturing
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
11/21
11/28
1,303
1,282
1,303
0.1
%
(3)(7)(8)(13)
1,303
1,282
1,303
Command Alkon (Project Potter Buyer, LLC)
Software
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.1% Cash
4/20
4/27
13,430
13,216
13,344
1.1
%
(7)(8)(12)
Class B
Partnership Units (33,324.69 units)
N/A
4/20
N/A
—
177
—
%
(7)(30)
13,430
13,216
13,521
Compass Precision, LLC
Aerospace & Defense
Senior Subordinated Term Loan
11.0% Cash, 1.0% PIK
4/22
4/28
643
634
621
0.1
%
(7)
LLC Units (46,085.6 units)
N/A
4/22
N/A
125
145
—
%
(7)(30)
643
759
766
Comply365, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
4/22
12/29
5,609
5,501
5,507
0.5
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
4/22
4/28
13,196
13,006
12,955
1.1
%
(7)(8)(13)
Revolver
SOFR + 5.00%, 10.4% Cash
4/22
12/29
—
(15)
(20)
—
%
(7)(8)(13)(31)
18,805
18,492
18,442
Contabo Finco S.À.R.L
Internet Software & Services
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash
10/22
10/29
5,029
4,543
5,029
0.4
%
(3)(7)(8)(10)
5,029
4,543
5,029
Core Scientific, Inc.
Technology
Warrants
Jan '27 expiry (49,902 warrants)
N/A
1/24
1/27
25
30
—
%
(3)(30)
Warrants
Jan '29 expiry (41,585 warrants)
N/A
1/24
1/29
28
47
—
%
(3)(30)
Common Stock (4,798,119 shares)
N/A
1/24
N/A
16,601
16,985
1.4
%
(3)(30)
16,654
17,062
Coyo Uprising GmbH
Technology
First Lien Senior Secured Term Loan
EURIBOR + 3.25%, 6.3% Cash, 3.4% PIK
9/21
9/28
4,713
4,949
4,561
0.4
%
(3)(7)(8)(10)(31)
Class A Units
(440 units)
N/A
9/21
N/A
205
209
—
%
(3)(7)(30)
Class B Units
(191 units)
N/A
9/21
N/A
446
461
—
%
(3)(7)(30)
4,713
5,600
5,231
CSL DualCom
Telecommunications
First Lien Senior Secured Term Loan
SONIA + 5.25%, 10.2% Cash
9/20
9/27
2,033
1,915
2,033
0.2
%
(3)(7)(8)(15)(31)
2,033
1,915
2,033
CT Technologies Intermediate Holdings, Inc.
Healthcare
First Lien Senior Secured Term Loan
SOFR + 4.25%, 9.7% Cash
2/22
12/25
4,874
4,867
4,856
0.4
%
(8)(12)(29)
4,874
4,867
4,856
14
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
CTI Foods Holdings Co., LLC
Food & Beverage
2024 First Out Term Loan
SOFR + 10.00%, 15.3% PIK
2/24
5/26
$
1,875
$
1,782
$
1,875
0.2
%
(7)(8)(13)
First Out Term Loan
SOFR + 10.00%, 15.3% PIK
2/24
5/26
715
715
715
0.1
%
(7)(8)(13)
2024 LIFO Term Loan
SOFR + 10.00%, 15.3% PIK
2/24
5/26
3,750
3,568
3,750
0.3
%
(7)(8)(13)
Second Out Term Loan
SOFR + 12.00%, 17.3% PIK
2/24
5/26
535
535
535
—
%
(7)(8)(13)
Common Stock (19,376 shares)
N/A
2/24
N/A
—
595
—
%
(7)(30)
6,875
6,600
7,470
CW Group Holdings, LLC
High Tech Industries
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
1/21
1/27
2,754
2,721
2,754
0.2
%
(7)(8)(13)
LLC Units (161,290.32 units)
N/A
1/21
N/A
161
297
—
%
(7)(30)
2,754
2,882
3,051
DataServ Integrations, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
11/22
11/28
1,894
1,859
1,872
0.2
%
(7)(8)(13)
Revolver
SOFR + 5.50%, 10.9% Cash
11/22
11/28
—
(8)
(6)
—
%
(7)(8)(13)(31)
Partnership Units (96,153.85 units)
N/A
11/22
N/A
96
97
—
%
(7)(30)
1,894
1,947
1,963
DecksDirect, LLC
Building Materials
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.7% Cash
12/21
12/26
1,660
1,631
1,626
0.1
%
(7)(8)(12)
Revolver
SOFR + 6.25%, 11.7% Cash
12/21
12/26
211
206
204
—
%
(7)(8)(12)(31)
Common Stock (1,280.8 shares)
N/A
12/21
N/A
55
48
—
%
(7)(30)
1,871
1,892
1,878
DISA Holdings Corp.
Other Industrial
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.3% Cash
11/22
9/28
7,001
6,833
6,896
0.6
%
(7)(8)(12)
Revolver
SOFR + 5.00%, 10.3% Cash
11/22
9/28
—
(10)
(6)
—
%
(7)(8)(12)(31)
7,001
6,823
6,890
Distinct Holdings, Inc.
Systems Software
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
4/19
3/26
6,540
6,540
6,416
0.5
%
(7)(8)(13)
6,540
6,540
6,416
Dragon Bidco
Technology
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
4/21
4/28
2,700
2,831
2,679
0.2
%
(3)(7)(8)(11)
2,700
2,831
2,679
DreamStart Bidco SAS (d/b/a SmartTrade)
Diversified Financial Services
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash
3/20
3/27
2,297
2,326
2,297
0.2
%
(3)(7)(8)(10)
2,297
2,326
2,297
Dryden 43 Senior Loan Fund, Series 2016-43A
Multi-Sector Holdings
Subordinated Structured Notes
Residual Interest, current yield 6.32%
2/22
4/34
3,620
1,983
1,628
0.1
%
(3)(29)
3,620
1,983
1,628
Dryden 49 Senior Loan Fund, Series 2017-49A
Multi-Sector Holdings
Subordinated Structured Notes
Residual Interest, current yield 0.00%
2/22
7/30
17,233
4,219
2,423
0.2
%
(3)(29)(30)
17,233
4,219
2,423
Dune Group
Health Care Equipment
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 9.9% Cash
9/21
9/28
125
116
107
—
%
(3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.3% Cash
9/21
9/28
1,434
1,419
1,387
0.1
%
(3)(7)(8)(13)
1,559
1,535
1,494
Dunlipharder B.V.
Technology
First Lien Senior Secured Term Loan
SOFR + 6.10%, 11.4% Cash
6/22
6/28
1,000
989
1,000
0.1
%
(3)(7)(8)(13)
1,000
989
1,000
Dwyer Instruments, Inc.
Electric
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
7/21
7/27
14,739
14,546
14,739
1.2
%
(7)(8)(13)
14,739
14,546
14,739
15
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Echo Global Logistics, Inc.
Air Transportation
Second Lien Senior Secured Term Loan
SOFR + 7.25%, 12.4% Cash
11/21
11/29
$
9,469
$
9,341
$
9,251
0.8
%
(7)(8)(13)
Partnership Equity (530.92 units)
N/A
11/21
N/A
531
475
—
%
(7)(30)
9,469
9,872
9,726
EFC International
Automotive
Senior Unsecured Term Loan
11.0% Cash, 2.5% PIK
3/24
5/24
786
765
771
0.1
%
(7)
Common Stock (163.83 shares)
N/A
3/24
N/A
231
339
—
%
(7)(30)
786
996
1,110
Ellkay, LLC
Healthcare and Pharmaceuticals
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.0% Cash, 2.0% PIK
9/21
9/27
4,875
4,814
4,344
0.4
%
(7)(8)(13)
4,875
4,814
4,344
EMI Porta Holdco LLC
Diversified Manufacturing
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
12/21
12/27
12,484
12,318
11,822
1.0
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.2% Cash
12/21
12/27
2,907
2,870
2,750
0.2
%
(7)(8)(13)(31)
15,391
15,188
14,572
Entact Environmental Services, Inc.
Environmental Industries
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
2/21
12/25
6,981
6,933
6,897
0.6
%
(7)(8)(13)
6,981
6,933
6,897
EPS NASS Parent, Inc.
Electrical Components & Equipment
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
4/21
4/28
6,002
5,925
5,792
0.5
%
(7)(8)(13)
6,002
5,925
5,792
eShipping, LLC
Transportation Services
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
11/21
11/27
3,471
3,426
3,471
0.3
%
(7)(8)(12)
Revolver
SOFR + 5.00%, 10.4% Cash
11/21
11/27
271
253
271
—
%
(7)(8)(12)(31)
3,742
3,679
3,742
Eurofins Digital Testing International LUX Holding SARL
Technology
First Lien Senior Secured Term Loan
EURIBOR + 4.50%, 8.4% Cash, 2.8% PIK
12/22
12/29
1,547
1,477
1,154
0.1
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
EURIBOR + 7.00%, 10.9% Cash
12/22
12/29
—
(59)
(678)
(0.1)
%
(3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan
SOFR + 4.50%, 9.8% Cash, 2.8% PIK
12/22
12/29
799
781
596
—
%
(3)(7)(8)(13)
First Lien Senior Secured Term Loan
SONIA + 4.50%, 9.7% Cash, 2.8% PIK
12/22
12/29
2,370
2,256
1,769
0.1
%
(3)(7)(8)(16)
Senior Subordinated Term Loan
11.5% PIK
12/22
12/30
642
616
—
—
%
(3)(7)
5,358
5,071
2,841
Events Software BidCo Pty Ltd
Technology
First Lien Senior Secured Term Loan
BBSY + 6.50%, 10.9% Cash
3/22
3/28
1,623
1,812
1,452
0.1
%
(3)(7)(8)(20)(31)
1,623
1,812
1,452
Express Wash Acquisition Company, LLC
Consumer Cyclical
First Lien Senior Secured Term Loan
SOFR + 6.50%, 11.8% Cash
7/22
7/28
6,398
6,302
6,430
0.5
%
(7)(8)(13)
Revolver
SOFR + 6.50%, 11.8% Cash
7/22
7/28
141
137
141
—
%
(7)(8)(13)(31)
6,539
6,439
6,571
F24 (Stairway BidCo Gmbh)
Software Services
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.5% Cash
8/20
8/27
1,924
2,073
1,924
0.2
%
(3)(7)(8)(10)
1,924
2,073
1,924
Faraday
Healthcare
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
1/24
1/30
1,645
1,593
1,601
0.1
%
(3)(7)(8)(10)(31)
1,645
1,593
1,601
Ferrellgas L.P.
Oil & Gas Equipment & Services
Opco Preferred Units (2,886 units)
N/A
3/21
N/A
2,799
2,670
0.2
%
(7)
2,799
2,670
16
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Finaxy Holding
Banking
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.1% Cash
11/23
11/30
$
4,443
$
4,290
$
4,347
0.4
%
(3)(7)(8)(10)
Subordinated Term Loan
10.3% PIK
11/23
5/31
2,004
1,944
1,969
0.2
%
(3)(7)
6,447
6,234
6,316
Fineline Technologies, Inc.
Consumer Services
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.1% Cash
2/21
2/28
1,263
1,252
1,263
0.1
%
(7)(8)(13)
1,263
1,252
1,263
Finexvet
Consumer Cyclical
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 9.9% Cash
3/22
3/29
4,886
4,857
4,752
0.4
%
(3)(7)(8)(10)
4,886
4,857
4,752
FinThrive Software Intermediate Holdings Inc.
Business Equipment & Services
Preferred Stock (6,582.7 shares)
11.0% PIK
3/22
N/A
8,809
5,657
0.5
%
(7)
8,809
5,657
FitzMark Buyer, LLC
Cargo & Transportation
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.2% Cash
12/20
12/26
4,162
4,121
4,104
0.3
%
(7)(8)(12)
4,162
4,121
4,104
Five Star Holding LLC
Packaging
Second Lien Senior Secured Term Loan
SOFR + 7.25%, 12.5% Cash
5/22
5/30
13,692
13,468
13,514
1.1
%
(7)(8)(13)
LLC Units
(966.99 units)
N/A
5/22
N/A
967
775
0.1
%
(7)(30)
13,692
14,435
14,289
Flexential Issuer, LLC
Information Technology
Structured Secured Note - Class C
6.9% Cash
11/21
11/51
16,000
14,868
14,278
1.2
%
16,000
14,868
14,278
Flywheel Re Segregated Portfolio 2022-4
Investment Funds
Preferred Stock (2,828,286 shares)
N/A
8/22
N/A
2,828
3,535
0.3
%
(3)(7)(30)
2,828
3,535
Footco 40 Limited
Media & Entertainment
First Lien Senior Secured Term Loan
SONIA + 6.75%, 11.7% Cash
4/22
4/29
1,840
1,852
1,779
0.1
%
(3)(7)(8)(16)(31)
1,840
1,852
1,779
Forest Buyer, LLC
Healthcare
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
3/24
3/30
1,587
1,536
1,536
0.1
%
(7)(8)(13)(31)
Revolver
SOFR + 5.75%, 11.1% Cash
3/24
3/30
—
(7)
(7)
—
%
(7)(8)(13)(31)
Class A LLC Units (146 units)
N/A
3/24
N/A
146
146
—
%
(7)(30)
Class B LLC Units (146 units)
N/A
3/24
N/A
—
—
—
%
(7)(30)
1,587
1,675
1,675
Fortis Payment Systems, LLC
Other Financial
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
10/22
2/26
8,677
8,518
8,490
0.7
%
(7)(8)(13)(31)
Revolver
SOFR + 5.75%, 11.2% Cash
10/22
2/26
—
(11)
(13)
—
%
(7)(8)(13)(31)
8,677
8,507
8,477
FragilePak LLC
Transportation Services
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.3% Cash
5/21
5/27
4,591
4,518
4,177
0.3
%
(7)(8)(13)
Partnership Units (937.5 units)
N/A
5/21
N/A
938
412
—
%
(7)(30)
4,591
5,456
4,589
FSS Buyer LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
8/21
8/28
4,777
4,712
4,777
0.4
%
(7)(8)(13)
LP Interest
(1,160.9 units)
N/A
8/21
N/A
12
15
—
%
(7)(30)
LP Units
(5,104.3 units)
N/A
8/21
N/A
51
64
—
%
(7)(30)
4,777
4,775
4,856
17
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
GB Eagle Buyer, Inc.
Capital Goods
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
12/22
12/28
$
10,610
$
10,345
$
10,716
0.9
%
(7)(8)(13)
Revolver
SOFR + 6.25%, 11.6% Cash
12/22
12/28
—
(61)
—
—
%
(7)(8)(13)(31)
Partnership Units (687 units)
N/A
12/22
N/A
687
932
0.1
%
(7)(30)
10,610
10,971
11,648
Global Academic Group Limited
Industrial Other
First Lien Senior Secured Term Loan
BBSY + 6.00%, 10.3% Cash
7/22
7/27
2,407
2,519
2,375
0.2
%
(3)(7)(8)(19)
First Lien Senior Secured Term Loan
BKBM + 6.00%, 11.7% Cash
7/22
7/27
4,128
4,235
4,069
0.3
%
(3)(7)(8)(24)(31)
6,535
6,754
6,444
Gojo Industries, Inc.
Industrial Other
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash, 4.5% PIK
10/23
10/28
12,928
12,574
12,574
1.0
%
(7)(8)(13)
12,928
12,574
12,574
GPNZ II GmbH
Healthcare
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 9.8% Cash
6/22
6/29
465
446
220
—
%
(3)(7)(8)(9)(27)
First Lien Senior Secured Term Loan
10.0% PIK
6/22
6/29
158
159
158
—
%
(3)(7)(27)(31)
Common Stock (5,785 shares)
N/A
10/23
N/A
—
—
—
%
(3)(7)(30)
623
605
378
Greenhill II BV
Technology
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash
7/22
7/29
888
815
888
0.1
%
(3)(7)(8)(10)(31)
888
815
888
Groupe Guemas
Brokerage, Asset Managers & Exchanges
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.1% Cash
10/23
9/30
5,033
4,809
4,916
0.4
%
(3)(7)(8)(11)
5,033
4,809
4,916
Groupe Product Life
Consumer Non-cyclical
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
10/22
10/29
1,078
1,007
1,064
0.1
%
(3)(7)(8)(10)
1,078
1,007
1,064
Gulf Finance, LLC
Oil & Gas Exploration & Production
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.2% Cash
11/21
8/26
567
551
567
—
%
(8)(13)
567
551
567
Gusto Aus BidCo Pty Ltd
Consumer Non-Cyclical
First Lien Senior Secured Term Loan
BBSY + 6.50%, 10.9% Cash
10/22
10/28
2,179
2,085
2,109
0.2
%
(3)(7)(8)(19)(31)
2,179
2,085
2,109
HeartHealth Bidco Pty Ltd
Healthcare
First Lien Senior Secured Term Loan
BBSY + 5.25%, 9.6% Cash
9/22
9/28
664
636
629
0.1
%
(3)(7)(8)(19)(31)
664
636
629
Heartland Veterinary Partners, LLC
Healthcare
Subordinated Term Loan
11.0% PIK
11/21
12/28
12,534
12,357
11,268
0.9
%
(7)
12,534
12,357
11,268
Heavy Construction Systems Specialists, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
11/21
11/27
7,276
7,181
7,246
0.6
%
(7)(8)(12)
Revolver
SOFR + 5.50%, 10.8% Cash
11/21
11/27
—
(32)
(11)
—
%
(7)(8)(12)(31)
7,276
7,149
7,235
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))
Insurance
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.6% Cash
9/19
9/26
3,271
3,676
3,075
0.3
%
(3)(7)(8)(11)
3,271
3,676
3,075
HEKA Invest
Technology
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
10/22
10/29
5,059
4,482
5,059
0.4
%
(3)(7)(8)(10)(31)
5,059
4,482
5,059
18
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
HemaSource, Inc.
Healthcare
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.3% Cash
8/23
8/29
$
7,267
$
7,098
$
7,194
0.6
%
(7)(8)(13)
Revolver
SOFR + 6.00%, 11.3% Cash
8/23
8/29
316
275
298
—
%
(7)(8)(13)(31)
Common Stock (101,080 shares)
N/A
8/23
N/A
101
106
—
%
(7)(30)
7,583
7,474
7,598
Home Care Assistance, LLC
Healthcare & Pharmaceuticals
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
3/21
3/27
3,744
3,704
3,426
0.3
%
(7)(8)(13)
3,744
3,704
3,426
HomeX Services Group LLC
Home Construction
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
11/23
11/29
1,314
1,273
1,310
0.1
%
(7)(8)(12)(31)
Revolver
SOFR + 5.50%, 10.8% Cash
11/23
11/29
—
(6)
(1)
—
%
(7)(8)(12)(31)
1,314
1,267
1,309
Honour Lane Logistics Holdings Limited
Transportation Services
First Lien Senior Secured Term Loan
SOFR + 5.10%, 10.3% Cash
4/22
11/28
6,667
6,520
6,407
0.5
%
(3)(7)(8)(12)
6,667
6,520
6,407
HTI Technology & Industries
Electronic Component Manufacturing
First Lien Senior Secured Term Loan
SOFR + 8.50%, 13.9% Cash
7/22
7/25
11,422
11,329
11,139
0.9
%
(7)(8)(13)(31)
Revolver
SOFR + 8.50%, 13.9% Cash
7/22
7/25
—
(9)
(29)
—
%
(7)(8)(13)(31)
11,422
11,320
11,110
HW Holdco, LLC (Hanley Wood LLC)
Advertising
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.7% Cash
12/18
5/26
11,197
11,150
10,973
0.9
%
(7)(8)(13)
11,197
11,150
10,973
Hygie 31 Holding
Pharma-ceuticals
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 9.9% Cash
9/22
9/29
1,577
1,373
1,555
0.1
%
(3)(7)(8)(11)
1,577
1,373
1,555
Ice House America, L.L.C.
Consumer Products
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
1/24
1/30
4,114
4,031
4,029
0.3
%
(7)(8)(13)(31)
Revolver
SOFR + 5.50%, 10.8% Cash
1/24
1/30
68
59
59
—
%
(7)(8)(13)(31)
LLC Units (2,703 units)
N/A
1/24
N/A
270
270
—
%
(7)(30)
4,182
4,360
4,358
IM Square
Banking, Finance, Insurance & Real Estate
First Lien Senior Secured Term Loan
EURIBOR + 5.55%, 9.5% Cash
5/21
4/28
2,700
2,950
2,658
0.2
%
(3)(7)(8)(10)
2,700
2,950
2,658
Infoniqa Holdings GmbH
Technology
First Lien Senior Secured Term Loan
EURIBOR + 4.75%, 8.7% Cash
11/21
11/28
2,838
2,915
2,838
0.2
%
(3)(7)(8)(11)
2,838
2,915
2,838
Innovad Group II BV
Beverage, Food & Tobacco
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 9.4% Cash
4/21
4/28
6,397
6,840
6,281
0.5
%
(3)(7)(8)(11)(31)
First Lien Senior Secured Term Loan
SARON + 5.75%, 8.0% Cash
5/23
4/28
1,018
1,019
1,000
0.1
%
(3)(7)(8)(25)
7,415
7,859
7,281
Innovative XCessories & Services, LLC
Automotive
First Lien Senior Secured Term Loan
SOFR + 4.25%, 9.6% Cash
2/22
3/27
2,877
2,824
2,730
0.2
%
(8)(14)(29)
2,877
2,824
2,730
INOS 19-090 GmbH
Aerospace & Defense
First Lien Senior Secured Term Loan
EURIBOR + 5.37%, 9.3% Cash
12/20
12/27
5,006
5,562
5,006
0.4
%
(3)(7)(8)(10)
5,006
5,562
5,006
Interstellar Group B.V.
Technology
First Lien Senior Secured Term Loan
EURIBOR + 5.50%, 9.9% Cash
8/22
2/29
64
61
64
—
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
EURIBOR + 5.50%, 9.9% Cash
8/22
8/29
1,593
1,527
1,578
0.1
%
(3)(7)(8)(10)(31)
1,657
1,588
1,642
19
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
InvoCare Limited
Consumer Cyclical Services
First Lien Senior Secured Term Loan
BBSY + 6.25%, 10.6% Cash
11/23
11/29
$
2,033
$
1,975
$
1,969
0.2
%
(3)(7)(8)(19)(31)
2,033
1,975
1,969
Iqor US Inc.
Services: Business
First Lien Senior Secured Term Loan
SOFR + 7.50%, 12.8% Cash
2/22
11/24
2,655
2,683
2,655
0.2
%
(8)(12)(29)
2,655
2,683
2,655
Isagenix International, LLC
Wholesale
First Lien Senior Secured Term Loan
SOFR + 5.60%, 11.0% Cash
4/23
4/28
853
571
733
0.1
%
(8)(13)(29)
Common Stock (58,538 shares)
N/A
4/23
N/A
—
—
—
%
(7)(30)
853
571
733
Isolstar Holding NV (IPCOM)
Trading Companies & Distributors
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
10/22
10/29
5,219
4,650
5,273
0.4
%
(3)(7)(8)(10)(31)
5,219
4,650
5,273
ISTO Technologies II, LLC
Healthcare
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
10/23
10/28
6,786
6,628
6,642
0.5
%
(7)(8)(13)
Revolver
SOFR + 6.25%, 11.6% Cash
10/23
10/28
—
(16)
(15)
—
%
(7)(8)(13)(31)
6,786
6,612
6,627
ITI Intermodal, Inc.
Transportation Services
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.7% Cash
12/21
12/27
705
696
690
0.1
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 6.50%, 11.9% Cash
12/21
12/27
12,272
11,972
12,100
1.0
%
(7)(8)(13)
Revolver
SOFR + 6.50%, 11.9% Cash
12/21
12/27
101
72
73
—
%
(7)(8)(13)(31)
Common Stock (7,500.4 shares)
N/A
1/22
N/A
750
764
0.1
%
(7)(30)
13,078
13,490
13,627
Ivanti Software, Inc.
High Tech Industries
Second Lien Senior Secured Term Loan
SOFR + 7.25%, 12.8% Cash
2/22
12/28
6,000
5,989
5,139
0.4
%
(8)(13)(29)
6,000
5,989
5,139
Jade Bidco Limited (Jane's)
Aerospace & Defense
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.3% Cash
11/19
2/29
1,161
1,152
1,161
0.1
%
(3)(7)(8)(11)
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.6% Cash
11/19
2/29
6,714
6,604
6,714
0.6
%
(3)(7)(8)(14)
7,875
7,756
7,875
JetBlue 2019-1 Class B Pass Through Trust
Structured Products
Structured Secured Note - Class B
8.0% Cash
8/20
11/27
3,052
3,052
3,082
0.3
%
3,052
3,052
3,082
JF Acquisition, LLC
Automotive
First Lien Senior Secured Term Loan
SOFR + 5.95%, 11.3% Cash
5/21
7/26
3,778
3,727
3,657
0.3
%
(7)(8)(13)
3,778
3,727
3,657
Jon Bidco Limited
Healthcare
First Lien Senior Secured Term Loan
BKBM + 4.50%, 10.2% Cash
3/22
3/27
3,685
4,139
3,647
0.3
%
(3)(7)(8)(24)(31)
3,685
4,139
3,647
Jones Fish Hatcheries & Distributors LLC
Consumer Products
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
2/22
2/28
3,481
3,425
3,439
0.3
%
(7)(8)(13)
Revolver
SOFR + 5.50%, 10.9% Cash
2/22
2/28
—
(5)
(5)
—
%
(7)(8)(13)(31)
LLC Units
(1,018 units)
N/A
2/22
N/A
107
242
—
%
(7)
3,481
3,527
3,676
Kano Laboratories LLC
Chemicals, Plastics & Rubber
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
11/20
11/26
8,562
8,482
8,391
0.7
%
(7)(8)(13)
Partnership Equity (203.2 units)
N/A
11/20
N/A
203
217
—
%
(7)(30)
8,562
8,685
8,608
20
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Kid Distro Holdings, LLC
Media & Entertainment
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
10/21
10/27
$
9,115
$
9,000
$
9,097
0.8
%
(7)(8)(13)
LLC Units (637,677.11 units)
N/A
10/21
N/A
638
606
0.1
%
(7)(30)
9,115
9,638
9,703
Kona Buyer, LLC
High Tech Industries
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.1% Cash
12/20
12/27
8,413
8,311
8,286
0.7
%
(7)(8)(13)
8,413
8,311
8,286
Lambir Bidco Limited
Healthcare
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
12/21
12/28
1,942
1,964
1,787
0.1
%
(3)(7)(8)(10)(31)
Second Lien Senior Secured Term Loan
12.0% PIK
12/21
6/29
1,705
1,732
1,534
0.1
%
(3)(7)
3,647
3,696
3,321
Lattice Group Holdings Bidco Limited
Technology
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
5/22
5/29
727
709
680
0.1
%
(3)(7)(8)(14)(31)
Revolver
SOFR + 5.75%, 11.1% Cash
5/22
11/28
18
17
16
—
%
(3)(7)(8)(14)(31)
745
726
696
LeadsOnline, LLC
Business Equipment & Services
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
2/22
2/28
10,174
10,052
10,073
0.8
%
(7)(8)(13)
Revolver
SOFR + 6.00%, 11.3% Cash
2/22
2/28
—
(29)
(26)
—
%
(7)(8)(13)(31)
LLC Units (81,664 units)
N/A
2/22
N/A
85
172
—
%
(7)
10,174
10,108
10,219
Learfield Communications, LLC
Broadcasting
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
8/20
6/28
5,504
5,504
5,471
0.5
%
(8)(12)
Common Stock (94,441 shares)
N/A
8/20
N/A
3,105
4,698
0.4
%
(30)
5,504
8,609
10,169
Legal Solutions Holdings
Business Services
Senior Subordinated Loan
16.0% PIK
12/20
3/23
12,319
10,129
—
—
%
(7)(27)(28)
12,319
10,129
—
Lifestyle Intermediate II, LLC
Consumer Goods: Durable
First Lien Senior Secured Term Loan
SOFR + 7.00%, 12.3% Cash
2/22
1/26
3,006
3,006
2,675
0.2
%
(7)(8)(13)(29)
Revolver
SOFR + 7.00%, 12.3% Cash
2/22
1/26
—
—
(275)
—
%
(7)(8)(13)(29)(31)
3,006
3,006
2,400
LivTech Purchaser, Inc.
Business Services
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.3% Cash
1/21
12/25
862
859
861
0.1
%
(7)(8)(13)
862
859
861
Long Term Care Group, Inc.
Healthcare
First Lien Senior Secured Term Loan
SOFR + 1.00%, 6.3% Cash, 6.0% PIK
4/22
9/27
8,394
8,282
7,185
0.6
%
(7)(8)(12)
8,394
8,282
7,185
Magnetite XIX, Limited
Multi-Sector Holdings
Subordinated Notes
SOFR + 9.03%, 14.3% Cash
2/22
4/34
5,250
5,107
5,160
0.4
%
(3)(13)(29)
Subordinated Structured Notes
Residual Interest, current yield 11.93%
2/22
4/34
13,730
8,954
8,445
0.7
%
(3)(29)
18,980
14,061
13,605
Marmoutier Holding B.V.
Consumer Products
First Lien Senior Secured Term Loan
EURIBOR + 6.75% PIK, 10.6% PIK
12/21
12/24
379
353
163
—
%
(3)(7)(8)(10)(27)
(31)
First Lien Senior Secured Term Loan
EURIBOR + 6.75% PIK, 10.6% PIK
12/21
12/28
2,009
2,062
932
0.1
%
(3)(7)(8)(10)(27)
Super Senior Secured Term Loan
EURIBOR + 6.00% PIK, 9.9% PIK
3/24
6/27
183
184
183
—
%
(3)(7)(8)(10)(27)
Revolver
EURIBOR+ 5.75% PIK, 9.6% PIK
12/21
6/27
50
47
(35)
—
%
(3)(7)(8)(10)(27)
(31)
2,621
2,646
1,243
21
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Marshall Excelsior Co.
Capital Goods
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
2/22
2/28
$
10,780
$
10,658
$
10,737
0.9
%
(7)(8)(13)
Revolver
SOFR + 5.50%, 10.8% Cash
2/22
2/28
2,040
2,009
2,031
0.2
%
(7)(8)(13)(31)
12,820
12,667
12,768
MB Purchaser, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.1% Cash
1/24
1/30
1,854
1,789
1,786
0.1
%
(7)(8)(13)(31)
Revolver
SOFR + 4.75%, 10.1% Cash
1/24
1/30
—
(6)
(6)
—
%
(7)(8)(13)(31)
LLC Units
(66 units)
N/A
1/24
N/A
68
68
—
%
(7)(30)
1,854
1,851
1,848
MC Group Ventures Corporation
Business Services
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
7/21
6/27
4,138
4,082
4,138
0.3
%
(7)(8)(13)(31)
Partnership Units (746.66 units)
N/A
6/21
N/A
747
740
0.1
%
(7)(30)
4,138
4,829
4,878
Media Recovery, Inc. (SpotSee)
Containers, Packaging & Glass
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.6% Cash
11/19
11/25
2,866
2,848
2,789
0.2
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SONIA + 6.00%, 11.3% Cash
12/20
11/25
4,035
4,215
3,926
0.3
%
(7)(8)(16)
6,901
7,063
6,715
Median B.V.
Healthcare
First Lien Senior Secured Term Loan
SONIA + 6.00%, 11.3% Cash
2/22
10/27
9,411
9,863
8,836
0.7
%
(3)(8)(17)
9,411
9,863
8,836
Medical Solutions Parent Holdings, Inc.
Healthcare
Second Lien Senior Secured Term Loan
SOFR + 7.00%, 12.4% Cash
11/21
11/29
4,421
4,388
3,531
0.3
%
(8)(13)
4,421
4,388
3,531
Megawatt Acquisitionco, Inc.
Aerospace & Defense
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.6% Cash
3/24
3/30
4,191
4,108
4,108
0.3
%
(7)(8)(13)
Revolver
SOFR + 5.25%, 10.6% Cash
3/24
3/30
—
(13)
(13)
—
%
(7)(8)(13)(31)
Preferred Stock (1,842 shares)
N/A
3/24
N/A
184
184
—
%
(7)(30)
Common Stock (205 shares)
N/A
3/24
N/A
21
21
—
%
(7)(30)
4,191
4,300
4,300
Mercell Holding AS
Technology
First Lien Senior Secured Term Loan
NIBOR + 5.50%, 10.1% Cash
8/22
8/29
2,895
3,141
2,854
0.2
%
(3)(7)(8)(26)(31)
Class A Units (114.4 units)
9.0% PIK
8/22
N/A
111
122
—
%
(3)(7)(30)
Class B Units (28,943.8 units)
N/A
8/22
N/A
—
46
—
%
(3)(7)(30)
2,895
3,252
3,022
MNS Buyer, Inc.
Construction and Building
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
8/21
8/27
900
889
900
0.1
%
(7)(8)(12)
Partnership Units (76,923 units)
N/A
8/21
N/A
77
88
—
%
(7)(30)
900
966
988
Modern Star Holdings Bidco Pty Limited.
Non-durable Consumer Goods
First Lien Senior Secured Term Loan
BBSY + 5.50%, 10.3% Cash
12/20
12/26
7,509
8,378
7,458
0.6
%
(3)(7)(8)(20)(31)
7,509
8,378
7,458
Moonlight Bidco Limited
Healthcare
First Lien Senior Secured Term Loan
SONIA + 6.25%, 11.6% Cash
7/23
7/30
1,877
1,878
1,821
0.2
%
(3)(7)(8)(16)(31)
Common Stock (10,590 shares)
N/A
7/23
N/A
138
167
—
%
(3)(7)(30)
1,877
2,016
1,988
Murphy Midco Limited
Media, Diversified & Production
First Lien Senior Secured Term Loan
SONIA + 5.50%, 10.7% Cash
11/20
11/27
1,655
1,711
1,655
0.1
%
(3)(7)(8)(17)
1,655
1,711
1,655
Music Reports, Inc.
Media & Entertainment
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.5% Cash
8/20
8/26
6,923
6,845
6,632
0.5
%
(7)(8)(13)
6,923
6,845
6,632
22
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Napa Bidco Pty Ltd
Healthcare
First Lien Senior Secured Term Loan
BBSY + 5.00%, 9.4% Cash
3/22
3/28
$
18,152
$
19,639
$
17,976
1.5
%
(3)(7)(8)(19)
18,152
19,639
17,976
Narda Acquisitionco., Inc.
Aerospace & Defense
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
12/21
12/27
5,143
5,084
5,143
0.4
%
(7)(8)(13)
Revolver
SOFR + 5.00%, 10.4% Cash
12/21
12/27
—
(14)
—
—
%
(7)(8)(13)(31)
Class A
Preferred Stock (4,587.38 shares)
N/A
12/21
N/A
459
546
—
%
(7)(30)
Class B
Common Stock (509.71 shares)
N/A
12/21
N/A
51
330
—
%
(7)(30)
5,143
5,580
6,019
Navia Benefit Solutions, Inc.
Healthcare & Pharmaceuticals
First Lien Senior Secured Term Loan
SOFR + 2.00%, 7.4% Cash, 3.0% PIK
11/22
2/27
2,963
2,910
2,916
0.2
%
(7)(8)(12)
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
2/21
2/27
2,666
2,647
2,641
0.2
%
(7)(8)(12)
5,629
5,557
5,557
NAW Buyer LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
9/23
9/29
11,822
11,412
11,681
1.0
%
(7)(8)(13)(31)
Revolver
SOFR + 5.75%, 11.1% Cash
9/23
9/29
189
146
189
—
%
(7)(8)(13)(31)
LLC Units (472,512 units)
N/A
9/23
N/A
473
430
—
%
(7)(30)
12,011
12,031
12,300
NeoxCo
Internet Software & Services
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
1/23
1/30
2,097
2,044
2,055
0.2
%
(3)(7)(8)(11)(31)
2,097
2,044
2,055
Next Holdco, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.3% Cash
11/23
11/30
7,375
7,242
7,255
0.6
%
(7)(8)(12)(31)
Revolver
SOFR + 6.00%, 11.3% Cash
11/23
11/29
—
(10)
(10)
—
%
(7)(8)(12)(31)
7,375
7,232
7,245
NF Holdco, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.3%
3/23
3/29
6,331
6,164
6,268
0.5
%
(7)(8)(13)
Revolver
SOFR + 6.00%, 11.3%
3/23
3/29
221
193
221
—
%
(7)(8)(13)(31)
LP Units
(639,510 units)
N/A
3/23
N/A
659
723
0.1
%
(7)(30)
6,552
7,016
7,212
Northstar Recycling, LLC
Environmental Industries
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.1% Cash
10/21
9/27
2,444
2,413
2,444
0.2
%
(7)(8)(13)
2,444
2,413
2,444
Novotech Aus Bidco Pty Ltd
Healthcare
First Lien Senior Secured Term Loan
SOFR + 5.25%, 11.1% Cash
1/22
1/28
4,021
3,948
4,021
0.3
%
(3)(7)(8)(14)(31)
4,021
3,948
4,021
NPM Investments 28 B.V.
Healthcare
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.1% Cash
9/22
10/29
2,169
1,915
2,133
0.2
%
(3)(7)(8)(10)(31)
2,169
1,915
2,133
OA Buyer, Inc.
Healthcare
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
12/21
12/28
5,516
5,437
5,518
0.5
%
(7)(8)(12)
Revolver
SOFR + 5.50%, 10.8% Cash
12/21
12/28
177
159
177
—
%
(7)(8)(12)(31)
Partnership Units (210,920.11 units)
N/A
12/21
N/A
211
318
—
%
(7)(30)
5,693
5,807
6,013
OAC Holdings I Corp
Automotive
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
3/22
3/29
3,575
3,525
3,525
0.3
%
(7)(8)(13)
Revolver
SOFR + 5.00%, 10.4% Cash
3/22
3/28
294
275
274
—
%
(7)(8)(13)(31)
3,869
3,800
3,799
23
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Ocelot Holdco LLC
Construction Machinery
Super Senior Takeback Loan
10.0% Cash
10/23
10/27
$
549
$
549
$
549
—
%
(7)
Takeback Term loan
10.0% Cash
10/23
10/27
2,933
2,933
2,933
0.2
%
(7)
Preferred Stock (8,550.57 shares)
15.0% PIK
10/23
N/A
1,562
2,053
0.2
%
(7)
Common Stock (186.67 shares)
N/A
10/23
N/A
—
—
—
%
(7)(30)
3,482
5,044
5,535
Ocular Therapeutix, Inc.
Pharma-ceuticals
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.1% Cash
8/23
7/29
3,930
3,821
3,812
0.3
%
(3)(7)(8)(12)
3,930
3,821
3,812
Offen Inc.
Transportation: Cargo
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
2/22
6/26
3,726
3,688
3,688
0.3
%
(7)(14)(29)
3,726
3,688
3,688
OG III B.V.
Containers & Glass Products
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.7% Cash
6/21
6/28
3,420
3,687
3,314
0.3
%
(3)(7)(8)(10)
3,420
3,687
3,314
Options Technology Ltd.
Computer Services
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.1% Cash
12/19
12/25
2,261
2,247
2,252
0.2
%
(3)(7)(8)(14)
2,261
2,247
2,252
Oracle Vision Bidco Limited
Healthcare
First Lien Senior Secured Term Loan
SONIA + 4.75%, 9.9% Cash
6/21
5/28
2,891
3,165
2,891
0.2
%
(3)(7)(8)(17)
2,891
3,165
2,891
Origin Bidco Limited
Technology
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash
6/21
6/28
320
354
320
—
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.7% Cash
6/21
6/28
533
523
533
—
%
(3)(7)(8)(13)
853
877
853
ORTEC INTERNATIONAL NEWCO B.V.
Technology
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.7% Cash
12/23
12/30
987
974
965
0.1
%
(3)(7)(8)(10)
987
974
965
OSP Hamilton Purchaser, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
12/21
12/29
13,165
12,955
12,935
1.1
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
3/23
12/29
—
(100)
(94)
—
%
(7)(8)(13)(31)
Revolver
SOFR + 5.50%, 10.9% Cash
12/21
12/29
—
(21)
(15)
—
%
(7)(8)(13)(31)
LP Units
(173,749 units)
N/A
7/22
N/A
174
179
—
%
(7)
13,165
13,008
13,005
Panoche Energy Center LLC
Electric
First Lien Senior Secured Bond
6.9% Cash
7/22
7/29
4,044
3,699
3,933
0.3
%
(7)
4,044
3,699
3,933
Pare SAS (SAS Maurice MARLE)
Health Care Equipment
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash, 0.8% PIK
12/19
12/26
2,788
2,852
2,743
0.2
%
(3)(7)(8)(11)
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.6% Cash
11/22
10/26
1,500
1,500
1,476
0.1
%
(3)(7)(8)(13)
4,288
4,352
4,219
Parkview Dental Holdings LLC
Healthcare
First Lien Senior Secured Term Loan
SOFR + 6.50%, 11.8% Cash
10/23
10/29
29
22
23
—
%
(7)(8)(13)(31)
First Lien Senior Secured Term Loan
SOFR + 8.30%, 13.6% Cash
10/23
10/29
595
584
585
—
%
(7)(8)(13)
LLC Units
(29,762 units)
N/A
10/23
N/A
298
293
—
%
(7)(30)
624
904
901
Patriot New Midco 1 Limited (Forensic Risk Alliance)
Diversified Financial Services
First Lien Senior Secured Term Loan
EURIBOR + 6.75%, 10.7% Cash
2/20
2/26
2,319
2,319
2,274
0.2
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.3% Cash
2/20
2/26
2,859
2,831
2,802
0.2
%
(3)(7)(8)(13)
5,178
5,150
5,076
24
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
PDQ.Com Corporation
Business Equipment & Services
First Lien Senior Secured Term Loan
SOFR + 5.21%, 10.5% Cash
8/21
12/24
$
2,917
$
2,815
$
2,884
0.2
%
(7)(8)(13)(31)
First Lien Senior Secured Term Loan
SOFR + 5.21%, 10.5% Cash
8/21
8/27
7,376
7,283
7,343
0.6
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
10/23
8/27
3,023
2,933
2,980
0.2
%
(7)(8)(13)(31)
Class A-2 Partnership Units (28.8 units)
N/A
8/21
N/A
29
46
—
%
(7)
13,316
13,060
13,253
Perimeter Master Note Business Trust
Credit Card ABS
Structured Secured Note - Class A
4.7% Cash
5/22
11/28
182
182
175
—
%
(3)(7)
Structured Secured Note - Class B
5.4% Cash
5/22
11/28
182
182
176
—
%
(3)(7)
Structured Secured Note - Class C
5.9% Cash
5/22
11/28
182
182
175
—
%
(3)(7)
Structured Secured Note - Class D
8.5% Cash
5/22
11/28
182
182
174
—
%
(3)(7)
Structured Secured Note - Class E
11.4% Cash
5/22
11/28
9,274
9,274
8,893
0.7
%
(3)(7)
10,002
10,002
9,593
Permaconn BidCo Pty Ltd
Tele-communications
First Lien Senior Secured Term Loan
BBSY + 6.25%, 10.7% Cash
12/21
7/29
2,673
2,702
2,646
0.2
%
(3)(7)(8)(19)
2,673
2,702
2,646
Polara Enterprises, L.L.C.
Capital Equipment
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.2% Cash
12/21
12/27
1,115
1,101
1,115
0.1
%
(7)(8)(13)
Revolver
SOFR + 4.75%, 10.2% Cash
12/21
12/27
—
(7)
—
—
%
(7)(8)(13)(31)
Partnership Units (7,409 units)
N/A
12/21
N/A
741
1,210
0.1
%
(7)
1,115
1,835
2,325
Policy Services Company, LLC
Property & Casualty Insurance
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.3% Cash, 4.0% PIK
12/21
6/26
51,870
51,098
51,103
4.2
%
(7)(8)(13)
Warrants - Class A (2.55830 units)
N/A
12/21
N/A
—
1,299
0.1
%
(7)(30)
Warrants - Class B (0.86340 units)
N/A
12/21
N/A
—
438
—
%
(7)(30)
Warrants - Class CC (0.08870 units)
N/A
12/21
N/A
—
—
—
%
(7)(30)
Warrants - Class D (0.24710 units)
N/A
12/21
N/A
—
125
—
%
(7)(30)
51,870
51,098
52,965
Polymer Solutions Group Holdings, LLC
Chemicals, Plastics & Rubber
First Lien Senior Secured Term Loan
SOFR + 7.00%, 12.4% Cash
2/22
8/24
988
988
884
0.1
%
(7)(8)(12)(29)
Common Stock
(10,000 shares)
N/A
2/22
N/A
—
—
—
%
(7)(30)
988
988
884
Premium Franchise Brands, LLC
Research & Consulting Services
First Lien Senior Secured Term Loan
SOFR + 6.25%, 12.5% Cash
12/20
12/26
7,540
7,463
7,517
0.6
%
(7)(8)(13)
7,540
7,463
7,517
Premium Invest
Brokerage, Asset Managers & Exchanges
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
6/21
12/30
9,126
8,853
8,921
0.7
%
(3)(7)(8)(11)(31)
9,126
8,853
8,921
Preqin MC Limited
Banking, Finance, Insurance & Real Estate
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.3% Cash
8/21
7/28
2,789
2,732
2,789
0.2
%
(3)(7)(8)(14)
2,789
2,732
2,789
Process Equipment, Inc. (ProcessBarron)
Industrial Air & Material Handling Equipment
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.6% Cash
3/19
3/25
5,506
5,488
5,445
0.4
%
(7)(8)(13)
5,506
5,488
5,445
25
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Process Insights Acquisition, Inc.
Electronics
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.3% Cash
7/23
7/29
$
5,317
$
5,181
$
5,362
0.4
%
(7)(8)(13)(31)
Revolver
SOFR + 6.00%, 11.3% Cash
7/23
7/29
152
130
159
—
%
(7)(8)(13)(31)
Common Stock (281 shares)
N/A
7/23
N/A
281
338
—
%
(7)(30)
5,469
5,592
5,859
ProfitOptics, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
3/22
3/28
1,626
1,603
1,626
0.1
%
(7)(8)(14)
Revolver
SOFR + 5.75%, 11.2% Cash
3/22
3/28
395
389
395
—
%
(7)(8)(14)(31)
Senior Subordinated Term Loan
8.0% Cash
3/22
3/29
81
81
73
—
%
(7)
LLC Units (241,935.48 units)
N/A
3/22
N/A
161
220
—
%
(7)(30)
2,102
2,234
2,314
Proppants Holding, LLC
Energy: Oil & Gas
LLC Units (1,668,106 units)
N/A
2/22
N/A
—
—
—
%
(7)(29)
—
—
Protego Bidco B.V.
Aerospace & Defense
First Lien Senior Secured Term Loan
EURIBOR + 6.75%, 10.7% Cash
3/21
3/28
1,764
1,876
1,719
0.1
%
(3)(7)(8)(11)(31)
Revolver
EURIBOR + 6.50%, 10.4% Cash
3/21
3/27
2,115
2,284
2,084
0.2
%
(3)(7)(8)(11)
3,879
4,160
3,803
PSP Intermediate 4, LLC
Technology
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
5/22
5/29
882
843
831
0.1
%
(3)(7)(8)(9)(31)
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
5/22
5/29
1,411
1,392
1,343
0.1
%
(3)(7)(8)(12)
2,293
2,235
2,174
QPE7 SPV1 BidCo Pty Ltd
Consumer Cyclical
First Lien Senior Secured Term Loan
BBSY + 3.75%, 8.1% Cash
9/21
9/26
1,799
1,971
1,781
0.1
%
(3)(7)(8)(18)
1,799
1,971
1,781
Qualified Industries, LLC
Consumer Cyclical
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
3/23
3/29
600
584
588
—
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.2% Cash
3/23
3/29
—
(6)
(5)
—
%
(7)(8)(13)(31)
Preferred Stock (148 shares)
10.0% PIK
3/23
N/A
144
163
—
%
(7)(30)
Common Stock (303,030 shares)
N/A
3/23
N/A
3
85
—
%
(7)(30)
600
725
831
Questel Unite
Business Services
First Lien Senior Secured Term Loan
SOFR + 4.00%, 9.3% Cash, 2.4% PIK
12/20
12/27
6,892
6,832
6,741
0.6
%
(3)(7)(8)(13)
6,892
6,832
6,741
R1 Holdings, LLC
Transportation
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
12/22
12/28
6,171
5,954
6,218
0.5
%
(7)(8)(14)(31)
Revolver
SOFR + 6.25%, 11.6% Cash
12/22
12/28
126
68
118
—
%
(7)(8)(14)(31)
6,297
6,022
6,336
RA Outdoors, LLC
High Tech Industries
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.1% Cash
2/22
4/26
12,916
12,658
12,723
1.0
%
(7)(8)(13)(29)
Revolver
SOFR + 6.75%, 12.1% Cash
2/22
4/26
1,235
1,235
1,216
0.1
%
(7)(8)(13)(29)
14,151
13,893
13,939
26
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Randys Holdings, Inc.
Automobile Manufacturers
First Lien Senior Secured Term Loan
SOFR + 6.50%, 11.8% Cash
11/22
11/24
$
409
$
379
$
389
—
%
(7)(8)(13)(31)
First Lien Senior Secured Term Loan
SOFR + 6.50%, 11.8% Cash
11/22
11/28
10,100
9,851
10,039
0.8
%
(7)(8)(13)
Revolver
SOFR + 6.50%, 11.8% Cash
11/22
11/28
492
449
492
—
%
(7)(8)(13)(31)
Partnership Units (5,333 units)
N/A
11/22
N/A
533
534
—
%
(7)(30)
11,001
11,212
11,454
Recovery Point Systems, Inc.
Technology
First Lien Senior Secured Term Loan
SOFR + 6.50%, 11.8% Cash
8/20
7/26
11,383
11,281
11,383
0.9
%
(7)(8)(13)
Partnership Equity (187,235 units)
N/A
3/21
N/A
187
97
—
%
(7)(30)
11,383
11,468
11,480
Renovation Parent Holdings, LLC
Home Furnishings
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
11/21
11/27
4,757
4,681
4,191
0.3
%
(7)(8)(13)
Partnership Equity (197,368.42 units)
N/A
11/21
N/A
197
59
—
%
(7)(30)
4,757
4,878
4,250
REP SEKO MERGER SUB LLC
Air Freight & Logistics
First Lien Senior Secured Term Loan
EURIBOR + 5.00%, 8.9% Cash
6/22
12/26
9,574
9,202
9,296
0.8
%
(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
12/20
12/26
2,004
1,979
1,946
0.2
%
(7)(8)(13)
11,578
11,181
11,242
Resolute Investment Managers, Inc.
Banking, Finance, Insurance & Real Estate
Common Stock (38,571 shares)
N/A
3/24
N/A
—
—
—
—
%
(29)(30)
—
—
—
Resonetics, LLC
Health Care Equipment
Second Lien Senior Secured Term Loan
SOFR + 7.00%, 12.4% Cash
4/21
4/29
4,011
3,952
4,011
0.3
%
(7)(8)(13)
4,011
3,952
4,011
Rhondda Financing No. 1 DAC
Finance Companies
Structured - Junior Note
N/A
1/23
1/33
28,377
27,950
28,476
2.3
%
(3)(7)(31)
28,377
27,950
28,476
Riedel Beheer B.V.
Food & Beverage
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
12/21
12/28
2,240
2,258
2,025
0.2
%
(3)(7)(8)(10)
2,240
2,258
2,025
Rock Labor LLC
Media: Diversified & Production
First Lien Senior Secured Term Loan
SOFR + 7.50%, 12.7% Cash
9/23
9/29
6,587
6,402
6,425
0.5
%
(7)(8)(12)
Revolver
SOFR + 7.50%, 12.7% Cash
9/23
9/29
—
(30)
(27)
—
%
(7)(8)(12)(31)
LLC Units (233,871 units)
N/A
9/23
N/A
1,252
1,225
0.1
%
(7)(30)
6,587
7,624
7,623
Royal Buyer, LLC
Industrial Other
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.3% Cash
8/22
8/28
7,256
7,130
7,174
0.6
%
(7)(8)(13)(31)
Revolver
SOFR + 6.00%, 11.3% Cash
8/22
8/28
—
(27)
(17)
—
%
(7)(8)(13)(31)
7,256
7,103
7,157
RPX Corporation
Research & Consulting Services
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
10/20
10/25
4,413
4,373
4,413
0.4
%
(7)(8)(13)
4,413
4,373
4,413
27
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
RTIC Subsidiary Holdings, LLC
Consumer Goods: Durable
First Lien Senior Secured Term Loan
SOFR + 7.75%, 13.1% Cash
2/22
9/25
$
8,555
$
8,555
$
8,367
0.7
%
(7)(8)(13)(29)
Revolver
SOFR + 7.75%, 13.1% Cash
2/22
9/25
3,095
3,095
3,008
0.2
%
(7)(8)(13)(29)(31)
Class A
Preferred Stock
(145.347 shares)
N/A
2/22
N/A
4
—
—
%
(7)(29)(30)
Class B
Preferred Stock (145.347 shares)
N/A
2/22
N/A
—
—
—
%
(7)(29)(30)
Class C
Preferred Stock (7,844.03 shares)
N/A
2/22
N/A
450
69
—
%
(7)(29)(30)
Common Stock (153 shares)
N/A
2/22
N/A
—
—
—
%
(7)(29)(30)
11,650
12,104
11,444
Ruffalo Noel Levitz, LLC
Media Services
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.4% Cash, 0.5% PIK
1/19
7/25
9,586
9,586
8,465
0.7
%
(7)(8)(13)
9,586
9,586
8,465
Safety Products Holdings, LLC
Non-durable Consumer Goods
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.5% Cash
12/20
12/26
11,813
11,681
11,683
1.0
%
(7)(8)(13)
Preferred Stock (378.7 shares)
N/A
12/20
N/A
380
452
—
%
(7)(30)
11,813
12,061
12,135
Sanoptis S.A.R.L.
Healthcare & Pharmaceuticals
First Lien Senior Secured Term Loan
SARON + 5.75%, 7.2% Cash
6/22
7/29
2,043
1,899
1,995
0.2
%
(3)(7)(8)(25)
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.7% Cash
6/22
7/29
3,636
3,392
3,541
0.3
%
(3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan
SARON + 6.75%, 8.2% Cash
6/22
7/29
790
788
783
0.1
%
(3)(7)(8)(25)
6,469
6,079
6,319
SBP Holdings LP
Industrial Other
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.1% Cash
3/23
3/28
13,808
13,407
13,946
1.2
%
(7)(8)(13)
Revolver
SOFR + 6.75%, 12.1% Cash
3/23
3/28
355
324
355
—
%
(7)(8)(13)(31)
14,163
13,731
14,301
Scaled Agile, Inc.
Research & Consulting Services
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
12/21
12/28
1,797
1,775
1,727
0.1
%
(7)(8)(13)
Revolver
SOFR + 5.50%, 10.9% Cash
12/21
12/28
56
52
43
—
%
(7)(8)(13)(31)
1,853
1,827
1,770
Scout Bidco B.V.
Diversified Manufacturing
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.7% Cash
5/22
5/29
3,450
3,353
3,383
0.3
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
8/23
5/29
443
443
434
—
%
(3)(7)(8)(13)
Revolver
EURIBOR + 5.75%, 9.7% Cash
5/22
5/29
417
404
397
—
%
(3)(7)(8)(10)(31)
4,310
4,200
4,214
Sereni Capital NV
Consumer Cyclical
First Lien Senior Secured Term Loan
EURIBOR + 6.75%, 10.7% Cash
5/22
5/29
2,558
2,483
2,490
0.2
%
(3)(7)(8)(11)
2,558
2,483
2,490
Serta Simmons Bedding LLC
Home Furnishings
Common Stock (109,127 shares)
N/A
6/23
N/A
1,630
682
0.1
%
(30)
1,630
682
Shelf Bidco Ltd
Other Financial
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.7% Cash
12/22
1/30
34,626
33,687
35,319
2.9
%
(3)(7)(8)(13)
Common Stock (1,200,000 shares)
N/A
12/22
N/A
1,200
2,676
0.2
%
(3)(7)(30)
34,626
34,887
37,995
Sinari Invest
Technology
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 9.9% Cash
7/23
7/30
1,838
1,806
1,786
0.1
%
(3)(7)(8)(11)(31)
1,838
1,806
1,786
28
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Waccamaw River LLC
Investment Funds & Vehicles
20% Member Interest
N/A
2/21
N/A
$
25,000
$
15,779
1.3
%
(3)(30)
25,000
15,779
Subtotal Affiliate Investments (33.8%)*
$
49,098
382,732
409,085
Control Investments:(5)
Black Angus Steakhouses, LLC
Hotel, Gaming & Leisure
First Lien Senior Secured Term Loan
10.0% PIK
2/22
1/25
33,785
9,628
2,500
0.2
%
(7)(27)(29)
First Lien Senior Secured Term Loan
14.4% PIK
2/22
1/25
7,307
7,117
7,307
0.6
%
(7)(8)(12)(29)
LLC Units
(44.6 units)
N/A
2/22
N/A
—
—
—
%
(7)(29)(30)
41,092
16,745
9,807
MVC Automotive Group GmbH
Automotive
Bridge Loan
4.5% Cash, 1.5% PIK
12/20
12/24
9,762
9,762
9,762
0.8
%
(3)(7)(28)
Common Equity Interest
(18,000 shares)
N/A
12/20
N/A
9,553
23,563
1.9
%
(3)(7)(28)(30)
9,762
19,315
33,325
MVC Private Equity Fund LP
Investment Funds & Vehicles
General Partnership Interest
(1,831.4 units)
N/A
3/21
N/A
201
12
—
%
(3)(28)(30)
Limited Partnership Interest
(71,790.4 units)
N/A
3/21
N/A
7,959
499
—
%
(3)(28)(30)
8,160
511
Security Holdings B.V.
Electrical Engineering
Bridge Loan
5.0% PIK
12/20
5/24
6,328
6,328
6,328
0.5
%
(3)(7)(28)
Revolver
6.0% Cash
9/23
6/25
3,780
3,818
3,779
0.3
%
(3)(7)(28)(31)
Senior Unsecured Term Loan
6.0% Cash, 9.0% PIK
4/21
4/25
2,285
2,416
2,285
0.2
%
(3)(7)(28)(31)
Senior Subordinated Term Loan
3.1% PIK
12/20
5/24
11,018
11,018
11,018
0.9
%
(3)(7)(28)
Common Stock Series A
(17,100 shares)
N/A
2/22
N/A
560
382
—
%
(3)(7)(28)(30)
Common Stock Series B
(1,236 shares)
N/A
12/20
N/A
35,193
35,681
2.9
%
(3)(7)(28)(30)
23,411
59,333
59,473
Subtotal Control Investments (8.5%)*
74,265
103,553
103,116
Total Investments, March 31, 2024 (208.6%)*
$
2,174,089
$
2,551,299
$
2,527,537
Derivative Instruments
Interest Rate Swaps:
Description
Company Receives
Company Pays
Maturity Date
Notional Amount
Value
Hedged Instrument
Unrealized Appreciation (Depreciation)
Interest rate swap (See Note 5)
7.00%
SOFR + 3.1475%
2/15/2029
$
300,000
$(3,233)
February 2029 Notes
$
(3,233)
Total Interest Rate Swaps, March 31, 2024
$
(3,233)
Credit Support Agreements:
Description(d)
Counterparty
Settlement Date
Notional Amount
Value
Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement(a)(b)(c)
Barings LLC
01/01/31
$
23,000
$
16,050
$
2,450
Sierra Credit Support Agreement(e)(f)(g)
Barings LLC
04/01/32
100,000
35,400
(9,000)
Total Credit Support Agreements, March 31, 2024
$
123,000
$
51,450
$
(6,550)
35
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
(a) The MVC Credit Support Agreement (as defined in “Note 2. Agreements and Related Party Transactions”) covers all of the investments acquired by Barings BDC, Inc. (the “Company”) from MVC Capital, Inc. (“MVC”) in connection with the MVC Acquisition (as defined in “Note 2. Agreements and Related Party Transactions”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from MVC in connection with the MVC Acquisition (collectively, the “MVC Reference Portfolio”). Each investment that is included in the MVC Reference Portfolio is denoted in the above Schedule of Investments with footnote (28).
(b) The Company and Barings LLC (“Barings” or the “Adviser”) entered into the MVC Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $23.0 million.
(c) Settlement Date means the earlier of (1) January 1, 2031 or (2) the date on which the entire MVC Reference Portfolio has been realized or written off.
(d) See “Note 2. Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreements.
(e) The Sierra Credit Support Agreement (as defined in “Note 2. Agreements and Related Party Transactions”) covers all of the investments acquired by the Company from Sierra Income Corporation (“Sierra”) in connection with the Sierra Merger (as defined in “Note 2. Agreements and Related Party Transactions”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from Sierra in connection with the Sierra Merger (collectively, the “Sierra Reference Portfolio”). Each investment that is included in the Sierra Reference Portfolio is denoted in the above Schedule of Investments with footnote (29).
(f) The Company and Barings entered into the Sierra Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $100.0 million.
(g) Settlement Date means the earlier of (1) April 1, 2032 or (2) the date on which the entire Sierra Reference Portfolio has been realized or written off.
36
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
Foreign Currency Forward Contracts:
Description
Notional Amount to be Purchased
Notional Amount to be Sold
Counterparty
Settlement Date
Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)
A$69,834
$45,588
HSBC Bank USA
04/08/24
$
(22)
Foreign currency forward contract (AUD)
$905
A$1,384
BNP Paribas SA
04/08/24
2
Foreign currency forward contract (AUD)
$890
A$1,327
Citibank, N.A.
04/08/24
24
Foreign currency forward contract (AUD)
$45,523
A$67,123
HSBC Bank USA
04/08/24
1,726
Foreign currency forward contract (AUD)
$45,714
A$69,853
HSBC Bank USA
07/08/24
21
Foreign currency forward contract (CAD)
C$282
$211
BNP Paribas SA
04/08/24
(3)
Foreign currency forward contract (CAD)
C$9,611
$7,074
HSBC Bank USA
04/08/24
29
Foreign currency forward contract (CAD)
$7,437
C$9,893
HSBC Bank USA
04/08/24
125
Foreign currency forward contract (CAD)
$7,192
C$9,759
HSBC Bank USA
07/08/24
(30)
Foreign currency forward contract (DKK)
2,461kr.
$357
HSBC Bank USA
04/08/24
(1)
Foreign currency forward contract (DKK)
$6
44kr.
BNP Paribas SA
04/08/24
—
Foreign currency forward contract (DKK)
$357
2,417kr.
HSBC Bank USA
04/08/24
6
Foreign currency forward contract (DKK)
$361
2,477kr.
HSBC Bank USA
07/08/24
1
Foreign currency forward contract (EUR)
€85,546
$92,584
HSBC Bank USA
04/08/24
(177)
Foreign currency forward contract (EUR)
$4,348
€4,000
BNP Paribas SA
04/08/24
27
Foreign currency forward contract (EUR)
$89,642
€81,546
Mitsubishi UFJ Financial Group
04/08/24
1,556
Foreign currency forward contract (EUR)
$97,565
€89,811
HSBC Bank USA
07/08/24
185
Foreign currency forward contract (NZD)
NZ$14,769
$8,865
HSBC Bank USA
04/08/24
(31)
Foreign currency forward contract (NZD)
$166
NZ$273
Bank of America, N.A.
04/08/24
3
Foreign currency forward contract (NZD)
$9,072
NZ$14,496
HSBC Bank USA
04/08/24
402
Foreign currency forward contract (NZD)
$8,932
NZ$14,880
HSBC Bank USA
07/08/24
31
Foreign currency forward contract (NOK)
44,032kr
$4,085
HSBC Bank USA
04/08/24
(26)
Foreign currency forward contract (NOK)
$82
864kr
Bank of America, N.A.
04/08/24
3
Foreign currency forward contract (NOK)
$4,187
43,168kr
HSBC Bank USA
04/08/24
207
Foreign currency forward contract (NOK)
$4,097
44,064kr
HSBC Bank USA
07/08/24
26
Foreign currency forward contract (GBP)
£53,186
$67,139
HSBC Bank USA
04/08/24
50
Foreign currency forward contract (GBP)
$3,052
£2,394
BNP Paribas SA
04/08/24
28
Foreign currency forward contract (GBP)
$64,113
£50,792
Citibank, N.A.
04/08/24
(51)
Foreign currency forward contract (GBP)
$67,585
£53,514
HSBC Bank USA
07/08/24
(52)
Foreign currency forward contract (SEK)
15,255kr
$1,437
HSBC Bank USA
04/08/24
(10)
Foreign currency forward contract (SEK)
$1,500
15,255kr
Citibank, N.A.
04/08/24
73
Foreign currency forward contract (SEK)
$1,480
15,652kr
HSBC Bank USA
07/08/24
11
Foreign currency forward contract (CHF)
5,526Fr.
$6,100
BNP Paribas SA
04/08/24
38
Foreign currency forward contract (CHF)
$6,575
5,526Fr.
HSBC Bank USA
04/08/24
437
Foreign currency forward contract (CHF)
$6,134
5,501Fr.
BNP Paribas SA
07/08/24
(39)
Total Foreign Currency Forward Contracts, March 31, 2024
$
4,569
* Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. The Company’s external investment adviser, Barings, determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Company’s board of directors (the “Board”), and the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate (“EURIBOR”), the Bank Bill Swap Bid Rate (“BBSY”), the Stockholm Interbank Offered Rate (“STIBOR”), the Canadian Dollar Offered Rate (“CDOR”), the Sterling Overnight Index Average (“SONIA”), the Swiss Average Rate Overnight (“SARON”), the Norwegian Interbank Offered Rate (“NIBOR”), the Bank Bill Market rate (“BKBM”) or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually, semi-annually, quarterly or monthly. For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR-based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The borrower may also elect to have multiple interest reset periods for each loan.
(2)All of the Company’s portfolio company investments (including joint venture investments), which as of March 31, 2024 represented 208.6% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company’s initial investment in the relevant portfolio company.
37
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 29.1% of total investments at fair value as of March 31, 2024. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company’s voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the year ended March 31, 2024 were as follows:
December 31, 2023 Value
Gross Additions (a)
Gross Reductions (b)
Amount of Realized Gain (Loss)
Amount of Unrealized Gain (Loss)
March 31, 2024 Value
Amount of Interest or Dividends Credited to Income(c)
Portfolio Company
Type of Investment
Celebration Bidco, LLC(d)
First Lien Senior Secured Term Loan (SOFR + 8.00%,
13.3% Cash)
$
6,214
$
—
$
—
$
—
$
—
$
6,214
$
217
Common Stock
(1,243,071 shares)
12,177
—
—
—
2,292
14,469
—
18,391
—
—
—
2,292
20,683
217
Coastal Marina Holdings, LLC
(d)
Subordinated Term Loan
(8.0% Cash)
15,649
23
—
—
7
15,679
354
Subordinated Term Loan (10.0% PIK)
6,868
8
—
—
5
6,881
190
LLC Units (2,407,825 units)
12,160
3,701
—
—
194
16,055
—
34,677
3,732
—
—
206
38,615
544
Eclipse Business Capital, LLC(d)
Revolver (SOFR + 7.25%, 12.6%, Cash)
5,545
11,459
(11,091)
—
(4)
5,909
105
Second Lien Senior Secured Term Loan (7.5% Cash)
4,545
2
—
—
(2)
4,545
87
LLC units (89,447,396 units)
145,799
—
—
—
(2,683)
143,116
3,220
155,889
11,461
(11,091)
—
(2,689)
153,570
3,412
Hylan Datacom & Electrical LLC(d)
First Lien Senior Secured Term Loan (SOFR + 8.00%, 13.4% Cash)
3,917
19
—
—
(19)
3,917
151
Second Lien Senior Secured Term Loan (SOFR + 3.00%, 8.3% Cash, 7.0% PIK)
(a) Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b) Gross reductions include decreases in the cost basis of investments resulting from principal repayments, sales and return of capital.
(c) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(d) The fair value of the investment was determined using significant unobservable inputs.
38
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
(5) As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” and “control” the portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the year ended March 31, 2024 in which the portfolio company is deemed to be a “Control Investment” of the Company were as follows:
December 31, 2023 Value
Gross Additions (a)
Gross Reductions (b)
Amount of Realized Gain (Loss)
Amount of Unrealized Gain (Loss)
March 31, 2024 Value
Amount of Interest or Dividends Credited to Income(c)
Portfolio Company
Type of Investment
Black Angus Steakhouses, LLC(d)
First Lien Senior Secured Term Loan (14.4% PIK)
$
7,166
$
141
$
—
$
—
$
—
$
7,307
$
266
First Lien Senior Secured Term Loan (10.0% PIK)(e)
4,869
—
—
—
(2,369)
2,500
—
LLC Units (44.6 units)
—
—
—
—
—
—
—
12,035
141
—
—
(2,369)
9,807
266
MVC Automotive Group GmbH(d)
Bridge Loan (4.5% Cash, 1.5% PIK)
9,762
—
—
—
—
9,762
148
Common Equity Interest (18,000 Shares)
15,430
—
—
—
8,133
23,563
—
25,192
—
—
—
8,133
33,325
148
MVC Private Equity Fund LP
General Partnership Interest
(1,831.4 units)
24
—
—
—
(12)
12
15
Limited Partnership Interest
(71,790.4 units)
981
—
—
—
(482)
499
—
1,005
—
—
—
(494)
511
15
Security Holdings B.V(d)
Bridge Loan (5.0% PIK)
6,328
—
—
—
—
6,328
80
Revolver (6.0% Cash)
3,866
—
—
—
(87)
3,779
88
Senior Subordinated Term Loan (3.1% PIK)
10,867
151
—
—
—
11,018
97
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK)
2,236
99
—
—
(50)
2,285
101
Common Stock Series A (17,100 shares)
311
—
—
—
71
382
—
Common Stock Series B (1,236 shares)
29,080
—
—
—
6,601
35,681
—
52,688
250
—
—
6,535
59,473
366
Total Control Investments
$
90,920
$
391
$
—
$
—
$
11,805
$
103,116
$
795
(a) Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b) Gross reductions include decreases in the cost basis of investments resulting from principal repayments, sales and return of capital.
(c) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Control category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(e) Non-accrual investment.
(6)All of the investment is or will be encumbered as security for the Company’s $1,065.0 million senior secured credit facility with ING Capital LLC (“ING”) initially entered into in February 2019 (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”).
(7)The fair value of the investment was determined using significant unobservable inputs.
(8)Debt investment includes interest rate floor feature.
(9)The interest rate on these loans is subject to 1 Month EURIBOR, which as of March 31, 2024 was 3.85500%.
(10)The interest rate on these loans is subject to 3 Month EURIBOR, which as of March 31, 2024 was 3.89200%.
(11)The interest rate on these loans is subject to 6 Month EURIBOR, which as of March 31, 2024 was 3.85100%.
(12)The interest rate on these loans is subject to 1 Month SOFR, which as of March 31, 2024 was 5.32874%.
(13)The interest rate on these loans is subject to 3 Month SOFR, which as of March 31, 2024 was 5.29823%.
(14)The interest rate on these loans is subject to 6 Month SOFR, which as of March 31, 2024 was 5.21781%.
(15)The interest rate on these loans is subject to 1 Month SONIA, which as of March 31, 2024 was 5.19800%.
(16)The interest rate on these loans is subject to 3 Month SONIA, which as of March 31, 2024 was 5.18440%.
(17)The interest rate on these loans is subject to 6 Month SONIA, which as of March 31, 2024 was 5.09150%.
(18)The interest rate on these loans is subject to 1 Month BBSY, which as of March 31, 2024 was 4.29730%.
(19)The interest rate on these loans is subject to 3 Month BBSY, which as of March 31, 2024 was 4.34420%.
(20)The interest rate on these loans is subject to 6 Month BBSY, which as of March 31, 2024 was 4.49860%.
39
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
(21)The interest rate on these loans is subject to 1 Month CDOR, which as of March 31, 2024 was 5.29000%.
(22)The interest rate on these loans is subject to 3 Month CDOR, which as of March 31, 2024 was 5.29500%.
(23)The interest rate on these loans is subject to 3 Month STIBOR, which as of March 31, 2024 was 4.02500%.
(24)The interest rate on these loans is subject to 3 Month BKBM, which as of March 31, 2024 was 5.64000%.
(25)The interest rate on these loans is subject to 6 Month SARON, which as of March 31, 2024 was 1.46421%.
(26)The interest rate on these loans is subject to 1 Month NIBOR, which as of March 31, 2024 was 4.61000%.
(27)Non-accrual investment.
(28)Investment was purchased as part of the MVC Acquisition and is part of the MVC Reference Portfolio for purposes of the MVC Credit Support Agreement.
(29)Investment was purchased as part of the Sierra Merger and is part of the Sierra Reference Portfolio for purposes of the Sierra Credit Support Agreement.
(30)Investment is non-income producing.
(31)Position or portion thereof is an unfunded loan or equity commitment.
(32)A summary of the Company’s investment portfolio by industry at fair value, and as a percentage of total investments and net assets are as follows:
($ in thousands)
March 31, 2024
Percent of Portfolio
Percent of Total Net Assets
Aerospace and Defense
$
137,956
5.5
%
11.4
%
Automotive
71,897
2.9
5.9
Banking, Finance, Insurance and Real Estate
406,291
16.1
33.5
Beverage, Food and Tobacco
33,518
1.3
2.8
Capital Equipment
136,168
5.4
11.2
Chemicals, Plastics, and Rubber
40,937
1.6
3.4
Construction and Building
30,684
1.2
2.5
Consumer goods: Durable
49,236
2.0
4.1
Consumer goods: Non-durable
36,108
1.4
3.0
Containers, Packaging and Glass
37,542
1.5
3.1
Energy: Electricity
29,079
1.2
2.4
Energy: Oil and Gas
3,236
0.1
0.3
Environmental Industries
51,501
2.0
4.2
Healthcare and Pharmaceuticals
190,321
7.5
15.7
High Tech Industries
304,442
12.0
25.1
Hotel, Gaming and Leisure
55,991
2.2
4.6
Investment Funds and Vehicles
110,694
4.4
9.1
Media: Advertising, Printing and Publishing
38,931
1.5
3.2
Media: Broadcasting and Subscription
13,060
0.5
1.1
Media: Diversified and Production
65,449
2.6
5.4
Metals and Mining
9,015
0.4
0.7
Services: Business
366,291
14.5
30.2
Services: Consumer
61,307
2.4
5.1
Structured Products
104,014
4.1
8.6
Telecommunications
27,535
1.1
2.3
Transportation: Cargo
88,075
3.5
7.3
Transportation: Consumer
12,882
0.5
1.1
Utilities: Electric
15,377
0.6
1.3
Total
$
2,527,537
100.0
%
208.6
%
40
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2024
(Amounts in thousands, except share amounts)
(33)A summary of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets are as follows:
($ in thousands)
Cost
Percent of Total Portfolio
Fair Value
Percent of Total Portfolio
Percent of Total Net Assets
March 31, 2024:
Senior debt and 1st lien notes
$
1,699,117
67
%
$
1,658,742
66
%
137
%
Subordinated debt and 2nd lien notes
260,225
10
246,902
10
21
Structured products
105,043
4
95,131
4
8
Equity shares
343,533
13
413,482
16
34
Equity warrants
129
—
2,586
—
—
Investments in joint ventures / PE fund
143,252
6
110,694
4
9
$
2,551,299
100
%
$
2,527,537
100
%
209
%
See accompanying notes.
41
Barings BDC, Inc.
Consolidated Schedule of Investments
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.
IT Consulting & Other Services
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
7/19
7/25
$
7,124
$
7,073
$
7,124
0.6
%
(7)(8)(14)
7,124
7,073
7,124
A.T. Holdings II LTD
Other Financial
First Lien Senior Secured Term Loan
14.3% Cash
11/22
9/29
12,500
12,500
11,688
1.0
%
(3)(7)
12,500
12,500
11,688
Accelerant Holdings
Banking, Finance, Insurance & Real Estate
Class A Convertible Preferred Equity (5,000 shares)
N/A
1/22
N/A
5,000
5,858
0.5
%
(7)(30)
Class B Convertible Preferred Equity (1,651 shares)
N/A
12/22
N/A
1,667
1,950
0.2
%
(7)(30)
6,667
7,808
Acclime Holdings HK Limited
Business Services
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
8/21
8/27
2,500
2,457
2,461
0.2
%
(3)(7)(8)(14)
2,500
2,457
2,461
Accurus Aerospace Corporation
Aerospace & Defense
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.8% Cash
4/22
4/28
12,132
11,994
11,768
1.0
%
(7)(8)(13)
Revolver
SOFR + 5.25%, 10.8% Cash
4/22
4/28
1,671
1,646
1,602
0.1
%
(7)(8)(13)(31)
Common Stock (437,623.30 shares)
N/A
4/22
N/A
438
512
—
%
(7)(30)
13,803
14,078
13,882
Acogroup
Business Services
First Lien Senior Secured Term Loan
EURIBOR + 4.65%, 8.6% Cash, 2.3% PIK
3/22
10/26
8,129
7,962
7,226
0.6
%
(3)(7)(8)(10)
8,129
7,962
7,226
ADB Safegate
Aerospace & Defense
Second Lien Senior Secured Term Loan
SOFR + 9.25%, 14.6% Cash
8/21
10/27
6,343
6,129
5,392
0.5
%
(3)(7)(8)(13)
6,343
6,129
5,392
Adhefin International
Industrial Other
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
5/23
5/30
1,831
1,760
1,778
0.1
%
(3)(7)(8)(10)(31)
Subordinated Term Loan
EURIBOR + 10.5% PIK, 14.4% PIK
5/23
11/30
307
296
300
—
%
(3)(7)(8)(10)
2,138
2,056
2,078
Advantage Software Company (The), LLC
Advertising, Printing & Publishing
Class A1 Partnership Units (8,717.76 units)
N/A
12/21
N/A
280
697
0.1
%
(7)(30)
Class A2 Partnership Units (2,248.46 units)
N/A
12/21
N/A
72
180
—
%
(7)(30)
Class B1 Partnership Units (8,717.76 units)
N/A
12/21
N/A
9
—
—
%
(7)(30)
Class B2 Partnership Units (2,248.46 units)
N/A
12/21
N/A
2
—
—
%
(7)(30)
363
877
Air Canada 2020-2 Class B Pass Through Trust
Structured Products
Structured Secured Note - Class B
9.0% Cash
9/20
10/25
3,511
3,511
3,587
0.3
%
3,511
3,511
3,587
Air Comm Corporation, LLC
Aerospace & Defense
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.3% Cash
6/21
7/27
7,757
7,661
7,633
0.6
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.7% Cash
6/21
7/27
1,296
1,262
1,296
0.1
%
(7)(8)(13)
9,053
8,923
8,929
AirX Climate Solutions, Inc.
Diversified Manufacturing
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.7% Cash
11/23
11/29
3,339
3,229
3,226
0.3
%
(7)(8)(13)(31)
Revolver
SOFR + 6.25%, 11.7% Cash
11/23
11/29
—
(12)
(12)
—
%
(7)(8)(13)(31)
3,339
3,217
3,214
42
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
AIT Worldwide Logistics Holdings, Inc.
Transportation Services
Second Lien Senior Secured Term Loan
SOFR + 7.50%, 13.0% Cash
4/21
4/29
$
6,460
$
6,355
$
6,402
0.5
%
(7)(8)(12)
Partnership Units (348.68 units)
N/A
4/21
N/A
349
537
—
%
(7)(30)
6,460
6,704
6,939
AlliA Insurance Brokers NV
Insurance
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
3/23
3/30
3,548
3,320
3,443
0.3
%
(3)(7)(8)(10)(31)
3,548
3,320
3,443
Alpine SG, LLC
High Tech Industries
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.5% Cash
2/22
11/27
23,139
22,679
22,792
1.9
%
(7)(8)(13)(29)
23,139
22,679
22,792
Amalfi Midco
Healthcare
Subordinated Loan Notes
2.0% Cash, 9.0% PIK
9/22
9/28
5,539
4,902
4,824
0.4
%
(3)(7)
Class B
Common Stock
(93,165,208 shares)
N/A
9/22
N/A
1,040
1,188
0.1
%
(3)(7)(30)
Warrants
(380,385 units)
N/A
9/22
N/A
4
529
—
%
(3)(7)(30)
5,539
5,946
6,541
Americo Chemical Products, LLC
Chemicals
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
4/23
4/29
1,935
1,891
1,920
0.2
%
(7)(8)(12)
Revolver
SOFR + 5.50%, 10.9% Cash
4/23
4/29
—
(10)
(4)
—
%
(7)(8)(12)(31)
Common Stock (88,110 shares)
N/A
4/23
N/A
88
89
—
%
(7)(30)
1,935
1,969
2,005
AMMC CLO 22, Limited Series 2018-22A
Multi-Sector Holdings
Subordinated Structured Notes
Residual Interest, current yield 0.00%
2/22
4/31
7,222
3,968
2,468
0.2
%
(3)(29)(30)
7,222
3,968
2,468
AMMC CLO 23, Ltd. Series 2020-23A
Multi-Sector Holdings
Subordinated Structured Notes
Residual Interest, current yield 9.36%
2/22
10/31
2,000
1,676
1,476
0.1
%
(3)(29)
2,000
1,676
1,476
Amtech LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.4% Cash
11/21
11/27
3,005
2,964
2,988
0.2
%
(7)(8)(13)
Revolver
SOFR + 5.50%, 11.4% Cash
11/21
11/27
245
237
242
—
%
(7)(8)(13)(31)
3,250
3,201
3,230
AnalytiChem Holding GmbH
Chemicals
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
11/21
10/28
3,227
3,181
3,173
0.3
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
4/22
10/28
974
944
958
0.1
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
EURIBOR + 7.00%, 11.0% Cash
1/23
10/28
1,695
1,585
1,678
0.1
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.9% Cash
6/22
10/28
1,019
1,019
1,002
0.1
%
(3)(7)(8)(13)
6,915
6,729
6,811
Anju Software, Inc.
Application Software
Super Senior Secured Term Loan
10.0% PIK
10/23
6/25
878
823
817
0.1
%
(7)(8)(31)
First Lien Senior Secured Term Loan
8.0% PIK
2/19
6/25
13,320
13,255
9,404
0.8
%
(7)(8)(27)
14,198
14,078
10,221
APC1 Holding
Diversified Manufacturing
First Lien Senior Secured Term Loan
EURIBOR + 5.50%, 9.4% Cash
7/22
7/29
2,541
2,314
2,505
0.2
%
(3)(7)(8)(10)
2,541
2,314
2,505
43
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Apex Bidco Limited
Business Equipment & Services
First Lien Senior Secured Term Loan
SONIA + 5.75%, 11.1% Cash
1/20
1/27
$
1,858
$
1,883
$
1,858
0.2
%
(3)(7)(8)(16)
First Lien Senior Secured Term Loan
SONIA +6.5%, 11.7% Cash
10/23
1/27
1,400
1,300
1,358
0.1
%
(3)(7)(8)(16)
Subordinated Senior Unsecured Term Loan
8.0% PIK
1/20
7/27
300
303
285
—
%
(3)(7)
3,558
3,486
3,501
Apidos CLO XXIV, Series 2016-24A
Multi-Sector Holdings
Subordinated Structured Notes
Residual Interest, current yield 21.60%
2/22
10/30
18,358
5,341
5,885
0.5
%
(3)(29)
18,358
5,341
5,885
APOG Bidco Pty Ltd
Healthcare
Second Lien Senior Secured Term Loan
BBSY + 7.25%, 11.6% Cash
4/22
3/30
2,117
2,284
2,086
0.2
%
(3)(7)(8)(18)
2,117
2,284
2,086
Aptus 1829. GmbH
Chemicals, Plastics, and Rubber
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash, 1.5% PIK
9/21
9/27
2,376
2,476
1,982
0.2
%
(3)(7)(8)(11)
Preferred Stock
(13 shares)
N/A
9/21
N/A
120
4
—
%
(3)(7)(30)
Common Stock
(48 shares)
N/A
9/21
N/A
12
—
—
%
(3)(7)(30)
2,376
2,608
1,986
Apus Bidco Limited
Banking, Finance, Insurance & Real Estate
First Lien Senior Secured Term Loan
SONIA + 5.50%, 10.7% Cash
2/21
3/28
3,672
3,899
3,621
0.3
%
(3)(7)(8)(16)
3,672
3,899
3,621
AQA Acquisition Holding, Inc.
High Tech Industries
Second Lien Senior Secured Term Loan
SOFR + 7.50%, 13.0% Cash
3/21
3/29
20,000
19,622
19,938
1.7
%
(7)(8)(13)
20,000
19,622
19,938
Aquavista Watersides 2 LTD
Transportation Services
First Lien Senior Secured Term Loan
SONIA + 6.00%, 11.2% Cash
12/21
12/28
6,427
6,490
5,839
0.5
%
(3)(7)(8)(17)(31)
Second Lien Senior Secured Term Loan
SONIA + 10.5% PIK, 15.7% PIK
12/21
12/28
1,844
1,869
1,706
0.1
%
(3)(7)(8)(17)
8,271
8,359
7,545
Arc Education
Consumer Cyclical
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.7% Cash
7/22
7/29
3,856
3,471
3,791
0.3
%
(3)(7)(8)(10)(31)
3,856
3,471
3,791
Arch Global Precision LLC
Industrial Machinery
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.2% Cash
4/19
4/26
9,084
9,082
8,993
0.8
%
(7)(8)(13)
9,084
9,082
8,993
Archimede
Consumer Services
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
10/20
10/27
6,517
6,475
6,304
0.5
%
(3)(7)(8)(10)
6,517
6,475
6,304
Argus Bidco Limited
High Tech Industries
First Lien Senior Secured Term Loan
SOFR + 4.00%, 9.3% Cash, 3.3% PIK
7/22
7/29
132
129
125
—
%
(3)(7)(8)(13)
First Lien Senior Secured Term Loan
EURIBOR + 4.00%, 7.6% Cash, 3.3% PIK
7/22
7/29
323
289
307
—
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
EURIBOR + 6.75%, 10.7% Cash
7/22
7/29
1,485
1,375
1,408
0.1
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
SONIA + 4.00%, 8.9% Cash, 3.3% PIK
7/22
7/29
1,721
1,565
1,632
0.1
%
(3)(7)(8)(16)
First Lien Senior Secured Term Loan
SONIA + 6.50%, 11.4% Cash
7/22
7/29
—
(11)
(28)
—
%
(3)(7)(8)(16)(31)
Second Lien Senior Secured Term Loan
10.5% PIK
7/22
7/29
783
725
734
0.1
%
(3)(7)
Preferred Stock (41,560 shares)
10.0% PIK
7/22
N/A
57
42
—
%
(3)(7)
Equity Loan Notes (41,560 units)
10.0% PIK
7/22
N/A
57
42
—
%
(3)(7)
Common Stock (464 shares)
N/A
7/22
N/A
1
—
—
%
(3)(7)(30)
4,444
4,187
4,262
44
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Armstrong Transport Group (Pele Buyer, LLC)
Air Freight & Logistics
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
6/19
6/24
$
3,935
$
3,924
$
3,790
0.3
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
10/22
6/24
4,890
4,858
4,709
0.4
%
(7)(8)(13)
8,825
8,782
8,499
ASC Communications, LLC
Media & Entertainment
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.1% Cash
7/22
7/27
9,111
9,001
9,035
0.8
%
(7)(8)(12)
Revolver
SOFR + 4.75%, 10.1% Cash
7/22
7/27
—
(12)
(9)
—
%
(7)(8)(12)(31)
Class A Units (25,718.20 units)
N/A
7/22
N/A
539
703
0.1
%
(7)
9,111
9,528
9,729
Astra Bidco Limited
Healthcare
First Lien Senior Secured Term Loan
SONIA + 5.25%, 10.4% Cash
11/21
11/28
2,405
2,431
2,380
0.2
%
(3)(7)(8)(16)(31)
2,405
2,431
2,380
ATL II MRO Holdings Inc.
Transportation
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
11/22
11/28
8,250
8,071
8,250
0.7
%
(7)(8)(13)
Revolver
SOFR + 5.50%, 10.9% Cash
11/22
11/28
—
(35)
—
—
%
(7)(8)(13)(31)
8,250
8,036
8,250
Auxi International
Commercial Finance
First Lien Senior Secured Term Loan
EURIBOR + 7.25%, 11.3% Cash
12/19
12/26
1,547
1,532
1,427
0.1
%
(3)(7)(8)(11)
First Lien Senior Secured Term Loan
SONIA + 7.25%, 12.4% Cash
4/21
12/26
854
905
788
0.1
%
(3)(7)(8)(17)
2,401
2,437
2,215
Avance Clinical Bidco Pty Ltd
Healthcare
First Lien Senior Secured Term Loan
BBSY + 5.00%, 9.4% Cash
11/21
11/27
2,409
2,434
2,190
0.2
%
(3)(7)(8)(20)(31)
2,409
2,434
2,190
Aviation Technical Services, Inc.
Aerospace & Defense
Second Lien Senior Secured Term Loan
SOFR + 8.50%, 14.0% Cash
2/22
3/25
29,457
28,114
29,162
2.4
%
(7)(8)(12)(29)
29,457
28,114
29,162
AVSC Holding Corp.
Advertising
First Lien Senior Secured Term Loan
5.0% Cash, 10.0% PIK
11/20
10/26
6,238
6,172
6,332
0.5
%
6,238
6,172
6,332
Azalea Buyer, Inc.
Technology
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.7% Cash
11/21
11/27
4,842
4,767
4,809
0.4
%
(7)(8)(13)(31)
Revolver
SOFR + 5.25%, 10.7% Cash
11/21
11/27
—
(6)
(3)
—
%
(7)(8)(13)(31)
Subordinated Term Loan
12.0% PIK
11/21
5/28
1,564
1,545
1,529
0.1
%
(7)
Common Stock (192,307.7 shares)
N/A
11/21
N/A
192
288
—
%
(7)(30)
6,406
6,498
6,623
Bariacum S.A.
Consumer Products
First Lien Senior Secured Term Loan
EURIBOR + 4.75%, 8.6% Cash
11/21
11/28
3,314
3,248
3,314
0.3
%
(3)(7)(8)(11)
3,314
3,248
3,314
Benify (Bennevis AB)
High Tech Industries
First Lien Senior Secured Term Loan
STIBOR + 5.25%, 9.3% Cash
7/19
7/26
1,096
1,163
1,096
0.1
%
(3)(7)(8)(23)
1,096
1,163
1,096
Beyond Risk Management, Inc.
Other Financial
First Lien Senior Secured Term Loan
SOFR + 4.50%, 10.0% Cash
10/21
10/27
2,944
2,923
2,944
0.2
%
(7)(8)(13)(31)
2,944
2,923
2,944
Bidwax
Non-durable Consumer Goods
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.5% Cash
2/21
2/28
7,733
8,117
7,672
0.6
%
(3)(7)(8)(11)
7,733
8,117
7,672
45
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
BigHand UK Bidco Limited
High Tech Industries
First Lien Senior Secured Term Loan
SOFR +5.50%, 10.8% Cash
1/21
1/28
$
2,156
$
2,109
$
2,020
0.2
%
(3)(7)(8)(14)
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
1/21
1/28
377
377
353
—
%
(3)(7)(8)(13)
First Lien Senior Secured Term Loan
SONIA + 5.75%, 11.1% Cash
1/21
1/28
855
896
801
0.1
%
(3)(7)(8)(16)
3,388
3,382
3,174
Biolam Group
Consumer Non-cyclical
First Lien Senior Secured Term Loan
EURIBOR + 4.25%, 5.5% Cash, 2.8% PIK
12/22
12/29
2,470
2,416
2,266
0.2
%
(3)(7)(8)(10)(31)
2,470
2,416
2,266
Bounteous, Inc.
Technology
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.7% Cash
8/21
8/27
1,878
1,818
1,605
0.1
%
(7)(8)(13)(31)
1,878
1,818
1,605
BPG Holdings IV Corp
Diversified Manufacturing
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.4% Cash
3/23
7/29
14,256
13,474
13,401
1.1
%
(7)(8)(13)
14,256
13,474
13,401
Bridger Aerospace Group Holdings, LLC
Environmental Industries
Municipal Revenue Bond
11.5% Cash
7/22
9/27
27,200
27,200
28,802
2.4
%
Preferred Stock- Series A
(14,618 shares)
7.0% PIK
7/22
N/A
15,552
15,003
1.3
%
(7)
27,200
42,752
43,805
Brightline Trains Florida LLC
Transportation
Senior Secured Note
8.0% Cash
8/21
1/28
5,000
5,000
4,750
0.4
%
(7)
5,000
5,000
4,750
Brightpay Limited
Technology
First Lien Senior Secured Term Loan
EURIBOR + 5.00%, 9.0% Cash
10/21
10/28
2,283
2,303
2,250
0.2
%
(3)(7)(8)(10)(31)
2,283
2,303
2,250
BrightSign LLC
Media & Entertainment
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
10/21
10/27
4,705
4,673
4,540
0.4
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.2% Cash
10/21
10/27
886
878
839
0.1
%
(7)(8)(13)(31)
LLC units (1,107,492.71 units)
N/A
10/21
N/A
1,107
930
0.1
%
(7)(30)
5,591
6,658
6,309
British Airways 2020-1 Class B Pass Through Trust
Structured Products
First Lien Senior Secured Bond
8.4% Cash
11/20
11/28
596
596
610
0.1
%
596
596
610
British Engineering Services Holdco Limited
Commercial Services & Supplies
First Lien Senior Secured Term Loan
SONIA + 7.00%, 11.9% Cash
12/20
12/27
14,617
15,188
14,403
1.2
%
(3)(7)(8)(17)
14,617
15,188
14,403
Brook & Whittle Holding Corp.
Containers, Packaging & Glass
First Lien Senior Secured Term Loan
SOFR + 4.00%, 9.5% Cash
2/22
12/28
2,798
2,779
2,596
0.2
%
(7)(8)(13)(29)
2,798
2,779
2,596
Brown Machine Group Holdings, LLC
Industrial Equipment
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
10/18
10/25
6,088
6,075
5,954
0.5
%
(7)(8)(12)
6,088
6,075
5,954
Burgess Point Purchaser Corporation
Auto Parts & Equipment
Second Lien Senior Secured Term Loan
SOFR + 9.00%, 14.4% Cash
7/22
7/30
4,545
4,387
4,368
0.4
%
(7)(8)(12)
LP Units
(455 units)
N/A
7/22
N/A
455
462
—
%
(7)(30)
4,545
4,842
4,830
BVI Medical, Inc.
Healthcare
Second Lien Senior Secured Term Loan
EURIBOR + 9.50%, 13.4% Cash
6/22
6/26
10,248
9,493
9,541
0.8
%
(7)(8)(10)
10,248
9,493
9,541
46
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
CAi Software, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.9% Cash
12/21
12/28
$
4,959
$
4,883
$
4,636
0.4
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.9% Cash
7/22
12/28
1,363
1,343
1,275
0.1
%
(7)(8)(13)
Revolver
SOFR + 6.25%, 11.9% Cash
12/21
12/28
—
(13)
(61)
—
%
(7)(8)(13)(31)
6,322
6,213
5,850
Canadian Orthodontic Partners Corp.
Healthcare
First Lien Senior Secured Term Loan
3.5% Cash,
CDOR + 3.5% PIK, 9.0% PIK
6/21
3/26
1,729
1,858
1,322
0.1
%
(3)(7)(8)(22)
Class A Equity (500,000 units)
N/A
5/22
N/A
389
—
—
%
(3)(7)(30)
Class C - Warrants (257,127.45 units)
N/A
5/22
N/A
—
—
—
%
(3)(7)(30)
Class X Equity (45,604 units)
N/A
5/22
N/A
35
—
—
%
(3)(7)(30)
1,729
2,282
1,322
Caribou Holding Company, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 7.64%, 14.0% Cash
4/22
4/27
4,318
4,273
4,240
0.4
%
(3)(7)(8)(13)
LLC Units (681,818 units)
N/A
4/22
N/A
682
982
0.1
%
(3)(7)(30)
4,318
4,955
5,222
Cascade Residential Services LLC
Electric
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
10/23
10/29
2,684
2,571
2,567
0.2
%
(7)(8)(13)(31)
Revolver
SOFR + 5.00%, 10.4% Cash
10/23
10/29
—
(8)
(8)
—
%
(7)(8)(13)(31)
2,684
2,563
2,559
Catawba River Limited
Finance Companies
Structured - Junior Note
N/A
10/22
10/28
4,972
4,448
943
0.1
%
(3)(7)(31)
4,972
4,448
943
Centralis Finco S.a.r.l.
Diversified Financial Services
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash
5/20
4/27
3,196
2,923
3,144
0.3
%
(3)(7)(8)(10)
3,196
2,923
3,144
Ceres Pharma NV
Pharma-ceuticals
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 10.1% Cash
10/21
10/28
3,420
3,278
3,307
0.3
%
(3)(7)(8)(11)
3,420
3,278
3,307
CGI Parent, LLC
Business Equipment & Services
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.3% Cash
2/22
2/28
13,233
12,966
12,968
1.1
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.3% Cash
12/22
2/28
1,371
1,337
1,344
0.1
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.3% Cash
2/22
2/28
—
(24)
(33)
—
%
(7)(8)(13)(31)
Preferred Stock (657 shares)
N/A
2/22
N/A
722
1,190
0.1
%
(7)(30)
14,604
15,001
15,469
Classic Collision (Summit Buyer, LLC)
Auto Collision Repair Centers
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.3% Cash
1/20
1/26
6,646
6,522
6,602
0.6
%
(7)(8)(13)(31)
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.3% Cash
1/20
4/26
602
596
599
0.1
%
(7)(8)(13)
7,248
7,118
7,201
CM Acquisitions Holdings Inc.
Internet & Direct Marketing
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.2% Cash
5/19
5/25
13,728
13,663
13,399
1.1
%
(7)(8)(13)
13,728
13,663
13,399
CMT Opco Holding, LLC (Concept Machine)
Distributors
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash, 0.3% PIK
1/20
1/25
4,112
4,093
3,742
0.3
%
(7)(8)(12)
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash, 0.3% PIK
1/20
1/27
670
657
609
0.1
%
(7)(8)(12)
LLC Units
(12,635 units)
N/A
1/20
N/A
506
59
—
%
(7)(30)
4,782
5,256
4,410
47
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Cobham Slip Rings SAS
Diversified Manufacturing
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
11/21
11/28
$
1,303
$
1,281
$
1,294
0.1
%
(3)(7)(8)(13)
1,303
1,281
1,294
Command Alkon (Project Potter Buyer, LLC)
Software
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.1% Cash
4/20
4/27
13,465
13,236
13,345
1.1
%
(7)(8)(12)
Class B
Partnership Units (33,324.69 units)
N/A
4/20
N/A
—
176
—
%
(7)(30)
13,465
13,236
13,521
Compass Precision, LLC
Aerospace & Defense
Senior Subordinated Term Loan
11.0% Cash, 1.0% PIK
4/22
4/28
642
632
622
0.1
%
(7)
LLC Units (46,085.6 units)
N/A
4/22
N/A
125
142
—
%
(7)(30)
642
757
764
Comply365, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
4/22
12/29
5,637
5,525
5,525
0.5
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
4/22
4/28
13,262
13,061
12,997
1.1
%
(7)(8)(13)
Revolver
SOFR + 5.00%, 10.4% Cash
4/22
12/29
—
(16)
(22)
—
%
(7)(8)(13)(31)
18,899
18,570
18,500
Contabo Finco S.À.R.L
Internet Software & Services
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash
10/22
10/29
5,144
4,539
5,103
0.4
%
(3)(7)(8)(10)
5,144
4,539
5,103
Core Scientific, Inc.
Technology
Equipment Term Loan
9.8% Cash
3/22
3/25
30,635
29,619
22,976
1.9
%
(3)(7)(27)
Common Stock (91,504 shares)
N/A
9/22
N/A
296
133
—
%
(3)(30)
30,635
29,915
23,109
Coyo Uprising GmbH
Technology
First Lien Senior Secured Term Loan
EURIBOR + 3.25%, 6.3% Cash, 3.4% PIK
9/21
9/28
4,821
4,945
4,659
0.4
%
(3)(7)(8)(10)(31)
Class A Units
(440 units)
N/A
9/21
N/A
205
211
—
%
(3)(7)(30)
Class B Units
(191 units)
N/A
9/21
N/A
446
505
—
%
(3)(7)(30)
4,821
5,596
5,375
CSL DualCom
Tele-communications
First Lien Senior Secured Term Loan
SONIA + 5.25%, 10.5% Cash
9/20
9/27
2,052
1,913
2,052
0.2
%
(3)(7)(8)(15)(31)
2,052
1,913
2,052
CT Technologies Intermediate Holdings, Inc.
Healthcare
First Lien Senior Secured Term Loan
SOFR + 4.25%, 9.7% Cash
2/22
12/25
4,887
4,880
4,684
0.4
%
(8)(12)(29)
4,887
4,880
4,684
CW Group Holdings, LLC
High Tech Industries
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.4% Cash
1/21
1/27
2,761
2,726
2,759
0.2
%
(7)(8)(13)
LLC Units (161,290.32 units)
N/A
1/21
N/A
161
289
—
%
(7)(30)
2,761
2,887
3,048
DataServ Integrations, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
11/22
11/28
1,899
1,863
1,873
0.2
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.1% Cash
11/22
11/28
—
(8)
(7)
—
%
(7)(8)(13)(31)
Partnership Units (96,153.85 units)
N/A
11/22
N/A
96
96
—
%
(7)(30)
1,899
1,951
1,962
48
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
DecksDirect, LLC
Building Materials
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.7% Cash
12/21
12/26
$
1,675
$
1,644
$
1,638
0.1
%
(7)(8)(12)
Revolver
SOFR + 6.25%, 11.7% Cash
12/21
12/26
—
(6)
(9)
—
%
(7)(8)(12)(31)
Common Stock (1,280.8 shares)
N/A
12/21
N/A
55
41
—
%
(7)(30)
1,675
1,693
1,670
DISA Holdings Corp.
Other Industrial
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
11/22
9/28
5,944
5,768
5,944
0.5
%
(7)(8)(12)(31)
Revolver
SOFR + 5.50%, 10.8% Cash
11/22
9/28
90
79
90
—
%
(7)(8)(12)(31)
6,034
5,847
6,034
Distinct Holdings, Inc.
Systems Software
First Lien Senior Secured Term Loan
SOFR + 6.50%, 12.0% Cash
4/19
9/24
6,540
6,540
6,416
0.5
%
(7)(8)(13)
6,540
6,540
6,416
Dragon Bidco
Technology
First Lien Senior Secured Term Loan
EURIBOR + 6.75%, 10.9% Cash
4/21
4/28
2,762
2,828
2,734
0.2
%
(3)(7)(8)(11)
2,762
2,828
2,734
DreamStart Bidco SAS (d/b/a SmartTrade)
Diversified Financial Services
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash
3/20
3/27
2,349
2,324
2,349
0.2
%
(3)(7)(8)(10)
2,349
2,324
2,349
Dryden 43 Senior Loan Fund, Series 2016-43A
Multi-Sector Holdings
Subordinated Structured Notes
Residual Interest, current yield 7.9%
2/22
4/34
3,620
2,056
1,647
0.1
%
(3)(29)
3,620
2,056
1,647
Dryden 49 Senior Loan Fund, Series 2017-49A
Multi-Sector Holdings
Subordinated Structured Notes
Residual Interest, current yield 0.0%
2/22
7/30
17,233
4,791
3,319
0.3
%
(3)(29)(30)
17,233
4,791
3,319
Dune Group
Health Care Equipment
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 10.0% Cash
9/21
9/28
128
115
115
—
%
(3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.3% Cash
9/21
9/28
1,434
1,419
1,401
0.1
%
(3)(7)(8)(13)
1,562
1,534
1,516
Dunlipharder B.V.
Technology
First Lien Senior Secured Term Loan
SOFR + 6.10%, 11.5% Cash
6/22
6/28
1,000
988
993
0.1
%
(3)(7)(8)(13)
1,000
988
993
Dwyer Instruments, Inc.
Electric
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
7/21
7/27
14,775
14,568
14,479
1.2
%
(7)(8)(13)
14,775
14,568
14,479
Echo Global Logistics, Inc.
Air Transportation
Second Lien Senior Secured Term Loan
SOFR + 7.00%, 12.5% Cash
11/21
11/29
9,469
9,336
8,844
0.7
%
(7)(8)(13)
Partnership Equity (530.92 units)
N/A
11/21
N/A
531
491
—
%
(7)(30)
9,469
9,867
9,335
EFC International
Automotive
Senior Unsecured Term Loan
11.0% Cash, 2.5% PIK
3/23
5/28
781
759
764
0.1
%
(7)
Common Stock (163.83 shares)
N/A
3/23
N/A
231
301
—
%
(7)(30)
781
990
1,065
Ellkay, LLC
Healthcare and Pharmaceuticals
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.5% Cash
9/21
9/27
4,900
4,835
4,430
0.4
%
(7)(8)(13)
4,900
4,835
4,430
EMI Porta Holdco LLC
Diversified Manufacturing
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.5% Cash
12/21
12/27
12,548
12,371
11,155
0.9
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.5% Cash
12/21
12/27
2,563
2,524
2,233
0.2
%
(7)(8)(13)(31)
15,111
14,895
13,388
Entact Environmental Services, Inc.
Environmental Industries
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
2/21
12/25
7,245
7,189
7,245
0.6
%
(7)(8)(13)
7,245
7,189
7,245
49
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
EPS NASS Parent, Inc.
Electrical Components & Equipment
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
4/21
4/28
$
6,017
$
5,936
$
5,740
0.5
%
(7)(8)(13)
6,017
5,936
5,740
eShipping, LLC
Transportation Services
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.5% Cash
11/21
11/27
3,473
3,426
3,473
0.3
%
(7)(8)(12)
Revolver
SOFR + 5.00%, 10.5% Cash
11/21
11/27
—
(19)
—
—
%
(7)(8)(12)(31)
3,473
3,407
3,473
Eurofins Digital Testing International LUX Holding SARL
Technology
First Lien Senior Secured Term Loan
EURIBOR + 4.50%, 8.5% Cash, 2.8% PIK
12/22
12/29
1,582
1,414
1,047
0.1
%
(3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan
SOFR + 4.50%, 9.8% Cash, 2.8% PIK
12/22
12/29
799
780
700
0.1
%
(3)(7)(8)(13)
First Lien Senior Secured Term Loan
SONIA + 4.50%, 9.5% Cash, 2.8% PIK
12/22
12/29
2,393
2,254
2,096
0.2
%
(3)(7)(8)(16)
Senior Subordinated Term Loan
11.5% PIK
12/22
12/29
632
592
543
—
%
(3)(7)
5,406
5,040
4,386
Events Software BidCo Pty Ltd
Technology
First Lien Senior Secured Term Loan
BBSY + 6.50%, 10.8% Cash
3/22
3/28
1,748
1,865
1,535
0.1
%
(3)(7)(8)(20)(31)
First Lien Senior Secured Term Loan
BBSY + 6.50%, 10.8% Cash
3/22
9/24
22
21
20
—
%
(3)(7)(8)(20)
1,770
1,886
1,555
Express Wash Acquisition Company, LLC
Consumer Cyclical
First Lien Senior Secured Term Loan
SOFR + 6.50%, 12.2% Cash
7/22
7/28
6,401
6,300
6,324
0.5
%
(7)(8)(13)
Revolver
SOFR + 6.50%, 12.2% Cash
7/22
7/28
141
137
138
—
%
(7)(8)(13)(31)
6,542
6,437
6,462
F24 (Stairway BidCo Gmbh)
Software Services
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.5% Cash
8/20
8/27
1,968
2,071
1,933
0.2
%
(3)(7)(8)(10)
1,968
2,071
1,933
Faraday
Healthcare
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
1/23
1/30
1,683
1,591
1,632
0.1
%
(3)(7)(8)(10)(31)
1,683
1,591
1,632
Ferrellgas L.P.
Oil & Gas Equipment & Services
Opco Preferred Units (2,886 units)
N/A
3/21
N/A
2,799
2,670
0.2
%
(7)
2,799
2,670
Finaxy Holding
Banking
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
11/23
11/30
4,544
4,288
4,431
0.4
%
(3)(7)(8)(10)
Subordinated Term Loan
10.3% PIK
11/23
5/31
2,050
1,943
2,009
0.2
%
(3)(7)
6,594
6,231
6,440
Fineline Technologies, Inc.
Consumer Services
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.1% Cash
2/21
2/28
1,276
1,264
1,275
0.1
%
(7)(8)(13)
1,276
1,264
1,275
Finexvet
Consumer Cyclical
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 9.9% Cash
3/22
3/29
4,348
4,166
4,230
0.4
%
(3)(7)(8)(11)(31)
4,348
4,166
4,230
FinThrive Software Intermediate Holdings Inc.
Business Equipment & Services
Preferred Stock (6,582.7 shares)
11.0% PIK
3/22
N/A
8,809
5,266
0.4
%
(7)
8,809
5,266
FitzMark Buyer, LLC
Cargo & Transportation
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.1% Cash
12/20
12/26
4,173
4,128
4,073
0.3
%
(7)(8)(12)
4,173
4,128
4,073
Five Star Holding LLC
Packaging
Second Lien Senior Secured Term Loan
SOFR + 7.25%, 12.6% Cash
5/22
5/30
13,692
13,461
13,404
1.1
%
(7)(8)(13)
LLC Units
(966.99 units)
N/A
5/22
N/A
967
855
0.1
%
(7)(30)
13,692
14,428
14,259
50
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Flexential Issuer, LLC
Information Technology
Structured Secured Note - Class C
6.9% Cash
11/21
11/51
$
16,000
$
14,862
$
13,187
1.1
%
16,000
14,862
13,187
Flywheel Re Segregated Portfolio 2022-4
Investment Funds
Preferred Stock (2,828,286 shares)
N/A
8/22
N/A
2,828
3,196
0.3
%
(3)(7)(30)
2,828
3,196
Footco 40 Limited
Media & Entertainment
First Lien Senior Secured Term Loan
SONIA + 6.75%, 11.9% Cash
4/22
4/29
1,860
1,849
1,808
0.2
%
(3)(7)(8)(16)(31)
1,860
1,849
1,808
Fortis Payment Systems, LLC
Other Financial
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.7% Cash
10/22
2/26
2,480
2,443
2,480
0.2
%
(7)(8)(13)
2,480
2,443
2,480
FragilePak LLC
Transportation Services
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.4% Cash
5/21
5/27
4,591
4,512
4,384
0.4
%
(7)(8)(13)
Partnership Units (937.5 units)
N/A
5/21
N/A
938
632
0.1
%
(7)(30)
4,591
5,450
5,016
FSS Buyer LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
8/21
8/28
4,789
4,721
4,768
0.4
%
(7)(8)(13)
LP Interest
(1,160.9 units)
N/A
8/21
N/A
12
16
—
%
(7)(30)
LP Units
(5,104.3 units)
N/A
8/21
N/A
51
72
—
%
(7)(30)
4,789
4,784
4,856
GB Eagle Buyer, Inc.
Capital Goods
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
12/22
12/28
10,637
10,361
10,573
0.9
%
(7)(8)(13)
Revolver
SOFR + 6.25%, 11.6% Cash
12/22
12/28
—
(64)
(15)
—
%
(7)(8)(13)(31)
Partnership Units (687 units)
N/A
12/22
N/A
687
880
0.1
%
(7)(30)
10,637
10,984
11,438
Global Academic Group Limited
Industrial Other
First Lien Senior Secured Term Loan
BBSY + 6.00%, 10.3% Cash
7/22
7/27
2,517
2,515
2,478
0.2
%
(3)(7)(8)(19)
First Lien Senior Secured Term Loan
BKBM + 6.00%, 11.7% Cash
7/22
7/27
4,370
4,228
4,295
0.4
%
(3)(7)(8)(24)(31)
6,887
6,743
6,773
Gojo Industries, Inc.
Industrial Other
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash, 4.5% PIK
10/23
10/28
12,742
12,374
12,359
1.0
%
(7)(8)(13)
12,742
12,374
12,359
GPNZ II GmbH
Healthcare
First Lien Senior Secured Term Loan
EURIBOR + 10.00%, 13.8% Cash
6/22
6/29
475
446
265
—
%
(3)(7)(8)(9)
First Lien Senior Secured Term Loan
10.0% PIK
6/22
6/29
124
122
124
—
%
(3)(7)(31)
Common Stock (5,785 shares)
N/A
10/23
N/A
—
—
—
%
(3)(7)(30)
599
568
389
Greenhill II BV
Technology
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash
7/22
7/29
908
815
894
0.1
%
(3)(7)(8)(10)(31)
908
815
894
Groupe Guemas
Brokerage, Asset Managers & Exchanges
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.1% Cash
10/23
9/30
5,148
4,806
5,006
0.4
%
(3)(7)(8)(11)
5,148
4,806
5,006
Groupe Product Life
Consumer Non-cyclical
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
10/22
10/29
1,103
1,006
1,059
0.1
%
(3)(7)(8)(10)
1,103
1,006
1,059
Gulf Finance, LLC
Oil & Gas Exploration & Production
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.2% Cash
11/21
8/26
571
553
570
—
%
(8)(13)
571
553
570
51
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Gusto Aus BidCo Pty Ltd
Consumer Non-Cyclical
First Lien Senior Secured Term Loan
BBSY + 6.50%, 10.9% Cash
10/22
10/28
$
2,279
$
2,083
$
2,235
0.2
%
(3)(7)(8)(19)(31)
2,279
2,083
2,235
HeartHealth Bidco Pty Ltd
Healthcare
First Lien Senior Secured Term Loan
BBSY + 4.75%, 9.4% Cash
9/22
9/28
692
632
674
0.1
%
(3)(7)(8)(19)(31)
692
632
674
Heartland Veterinary Partners, LLC
Healthcare
Subordinated Term Loan
11.0% PIK
11/21
12/28
12,485
12,300
11,012
0.9
%
(7)
12,485
12,300
11,012
Heavy Construction Systems Specialists, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
11/21
11/27
7,295
7,194
7,295
0.6
%
(7)(8)(12)
Revolver
SOFR + 5.50%, 10.9% Cash
11/21
11/27
—
(34)
—
—
%
(7)(8)(12)(31)
7,295
7,160
7,295
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))
Insurance
First Lien Senior Secured Term Loan
EURIBOR + 5.00%, 8.9% Cash
9/19
9/26
3,346
3,676
3,155
0.3
%
(3)(7)(8)(11)
3,346
3,676
3,155
HEKA Invest
Technology
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.4% Cash
10/22
10/29
5,174
4,478
5,080
0.4
%
(3)(7)(8)(10)(31)
5,174
4,478
5,080
HemaSource, Inc.
Healthcare
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.4% Cash
8/23
8/29
7,267
7,093
7,101
0.6
%
(7)(8)(13)
Revolver
SOFR + 6.00%, 11.4% Cash
8/23
8/29
383
341
342
—
%
(7)(8)(13)(31)
Common Stock (101,080 shares)
N/A
8/23
N/A
101
101
—
%
(7)(30)
7,650
7,535
7,544
Home Care Assistance, LLC
Healthcare & Pharmaceuticals
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.5% Cash
3/21
3/27
3,751
3,707
3,428
0.3
%
(7)(8)(13)
3,751
3,707
3,428
HomeX Services Group LLC
Home Construction
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
11/23
11/29
1,318
1,275
1,274
0.1
%
(7)(8)(12)(31)
Revolver
SOFR + 5.50%, 10.9% Cash
11/23
11/29
—
(7)
(7)
—
%
(7)(8)(12)(31)
1,318
1,268
1,267
Honour Lane Logistics Holdings Limited
Transportation Services
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.5% Cash
4/22
11/28
6,667
6,513
6,160
0.5
%
(3)(7)(8)(12)
6,667
6,513
6,160
HTI Technology & Industries
Electronic Component Manufacturing
First Lien Senior Secured Term Loan
SOFR + 8.50%, 14.0% Cash
7/22
7/25
11,422
11,311
11,355
0.9
%
(7)(8)(13)(31)
Revolver
SOFR + 8.50%, 14.0% Cash
7/22
7/25
—
(11)
(7)
—
%
(7)(8)(13)(31)
11,422
11,300
11,348
HW Holdco, LLC (Hanley Wood LLC)
Advertising
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.8% Cash
12/18
12/24
11,197
11,133
10,816
0.9
%
(7)(8)(13)
11,197
11,133
10,816
Hygie 31 Holding
Pharma-ceuticals
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.4% Cash
9/22
9/29
1,767
1,504
1,739
0.1
%
(3)(7)(8)(11)
1,767
1,504
1,739
IM Square
Banking, Finance, Insurance & Real Estate
First Lien Senior Secured Term Loan
EURIBOR + 5.50%, 9.5% Cash
5/21
4/28
2,762
2,947
2,713
0.2
%
(3)(7)(8)(10)
2,762
2,947
2,713
Infoniqa Holdings GmbH
Technology
First Lien Senior Secured Term Loan
EURIBOR + 4.75%, 8.7% Cash
11/21
11/28
2,903
2,912
2,879
0.2
%
(3)(7)(8)(11)
2,903
2,912
2,879
52
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Innovad Group II BV
Beverage, Food & Tobacco
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.6% Cash
4/21
4/28
$
6,543
$
6,835
$
6,203
0.5
%
(3)(7)(8)(11)(31)
First Lien Senior Secured Term Loan
SARON + 5.75%, 7.5% Cash
5/23
4/28
1,089
1,019
1,035
0.1
%
(3)(7)(8)(25)
7,632
7,854
7,238
Innovative XCessories & Services, LLC
Automotive
First Lien Senior Secured Term Loan
SOFR + 4.25%, 9.9% Cash
2/22
3/27
2,892
2,839
2,469
0.2
%
(8)(14)(29)
2,892
2,839
2,469
INOS 19-090 GmbH
Aerospace & Defense
First Lien Senior Secured Term Loan
EURIBOR + 5.37%, 9.3% Cash
12/20
12/27
5,711
6,128
5,711
0.5
%
(3)(7)(8)(10)(31)
5,711
6,128
5,711
Interstellar Group B.V.
Technology
First Lien Senior Secured Term Loan
EURIBOR + 5.50%, 9.4% Cash
8/22
8/29
1,696
1,587
1,676
0.1
%
(3)(7)(8)(10)(31)
1,696
1,587
1,676
InvoCare Limited
Consumer Cyclical Services
First Lien Senior Secured Term Loan
BBSY + 6.25%, 10.7% Cash
11/23
11/29
2,126
1,973
2,051
0.2
%
(3)(7)(8)(19)(31)
2,126
1,973
2,051
Iqor US Inc.
Services: Business
First Lien Senior Secured Term Loan
SOFR + 7.50%, 13.0% Cash
2/22
11/24
2,655
2,683
2,622
0.2
%
(8)(12)(29)
2,655
2,683
2,622
Isagenix International, LLC
Wholesale
First Lien Senior Secured Term Loan
SOFR + 5.60%, 10.6% Cash
4/23
4/28
835
542
718
0.1
%
(8)(13)(29)
Common Stock (58,538 shares)
N/A
4/23
N/A
—
—
—
%
(7)(30)
835
542
718
Isolstar Holding NV (IPCOM)
Trading Companies & Distributors
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.5% Cash
10/22
10/29
4,857
4,173
4,778
0.4
%
(3)(7)(8)(10)(31)
4,857
4,173
4,778
ISTO Technologies II, LLC
Healthcare
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
10/23
10/28
6,786
6,621
6,616
0.6
%
(7)(8)(13)
Revolver
SOFR + 6.25%, 11.6% Cash
10/23
10/28
—
(17)
(18)
—
%
(7)(8)(13)(31)
6,786
6,604
6,598
ITI Intermodal, Inc.
Transportation Services
First Lien Senior Secured Term Loan
SOFR + 6.50%, 12.0% Cash
12/21
12/27
13,010
12,683
12,757
1.1
%
(7)(8)(13)
Revolver
SOFR + 6.50%, 12.0% Cash
12/21
12/27
101
70
67
—
%
(7)(8)(13)(31)
Common Stock (7,500.4 shares)
N/A
1/22
N/A
750
715
0.1
%
(7)(30)
13,111
13,503
13,539
Ivanti Software, Inc.
High Tech Industries
Second Lien Senior Secured Term Loan
SOFR + 7.25%, 12.9% Cash
2/22
12/28
6,000
5,989
4,800
0.4
%
(8)(13)(29)
6,000
5,989
4,800
Jade Bidco Limited (Jane's)
Aerospace & Defense
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.3% Cash
11/19
2/29
1,188
1,151
1,176
0.1
%
(3)(7)(8)(11)
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.6% Cash
11/19
2/29
6,714
6,598
6,648
0.6
%
(3)(7)(8)(14)
7,902
7,749
7,824
JetBlue 2019-1 Class B Pass Through Trust
Structured Products
Structured Secured Note - Class B
8.0% Cash
8/20
11/27
3,052
3,052
3,026
0.3
%
3,052
3,052
3,026
JF Acquisition, LLC
Automotive
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.0% Cash
5/21
7/26
3,788
3,730
3,598
0.3
%
(7)(8)(13)
3,788
3,730
3,598
Jon Bidco Limited
Healthcare
First Lien Senior Secured Term Loan
BKBM + 4.50%, 10.2% Cash
3/22
3/27
3,901
4,133
3,844
0.3
%
(3)(7)(8)(24)(31)
3,901
4,133
3,844
53
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Jones Fish Hatcheries & Distributors LLC
Consumer Products
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.0% Cash
2/22
2/28
$
3,481
$
3,421
$
3,414
0.3
%
(7)(8)(13)
Revolver
SOFR + 5.50%, 11.0% Cash
2/22
2/28
—
(6)
(8)
—
%
(7)(8)(13)(31)
LLC Units
(1,018 units)
N/A
2/22
N/A
107
228
—
%
(7)
3,481
3,522
3,634
Kano Laboratories LLC
Chemicals, Plastics & Rubber
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.5% Cash
11/20
11/26
5,594
5,506
5,545
0.5
%
(7)(8)(13)(31)
Partnership Equity (203.2 units)
N/A
11/20
N/A
203
224
—
%
(7)(30)
5,594
5,709
5,769
Kene Acquisition, Inc. (En Engineering)
Oil & Gas Equipment & Services
First Lien Senior Secured Term Loan
SOFR + 4.25%, 9.7% Cash
8/19
8/26
7,095
7,037
7,031
0.6
%
(7)(8)(13)
7,095
7,037
7,031
Kid Distro Holdings, LLC
Media & Entertainment
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.8% Cash
10/21
10/27
9,162
9,039
9,116
0.8
%
(7)(8)(13)
LLC Units (637,677.11 units)
N/A
10/21
N/A
638
599
0.1
%
(7)(30)
9,162
9,677
9,715
Kona Buyer, LLC
High Tech Industries
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.1% Cash
12/20
12/27
8,413
8,302
8,413
0.7
%
(7)(8)(13)
8,413
8,302
8,413
Lambir Bidco Limited
Healthcare
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.4% Cash
12/21
12/28
1,987
1,961
1,854
0.2
%
(3)(7)(8)(10)(31)
Second Lien Senior Secured Term Loan
12.0% PIK
12/21
6/29
1,744
1,730
1,587
0.1
%
(3)(7)
3,731
3,691
3,441
Lattice Group Holdings Bidco Limited
Technology
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
5/22
5/29
709
690
659
0.1
%
(3)(7)(8)(14)(31)
Revolver
SOFR + 5.75%, 11.1% Cash
5/22
11/28
18
17
16
—
%
(3)(7)(8)(14)(31)
727
707
675
LeadsOnline, LLC
Business Equipment & Services
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
2/22
2/28
10,198
10,069
10,096
0.8
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.2% Cash
2/22
2/28
416
385
400
—
%
(7)(8)(13)(31)
LLC Units (81,739 units)
N/A
2/22
N/A
85
239
—
%
(7)
10,614
10,539
10,735
Learfield Communications, LLC
Broadcasting
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
8/20
6/28
5,518
5,517
5,311
0.4
%
(8)(12)
Common Stock (94,441 shares)
N/A
8/20
N/A
3,105
4,037
0.3
%
(7)(30)
5,518
8,622
9,348
Legal Solutions Holdings
Business Services
Senior Subordinated Loan
16.0% PIK
12/20
3/23
12,319
10,129
—
—
%
(7)(27)(28)
12,319
10,129
—
Lifestyle Intermediate II, LLC
Consumer Goods: Durable
First Lien Senior Secured Term Loan
SOFR + 7.00%, 12.7% Cash
2/22
1/26
3,006
3,006
2,675
0.2
%
(7)(8)(13)(29)
Revolver
SOFR + 7.00%, 12.7% Cash
2/22
1/26
—
—
(275)
—
%
(7)(8)(13)(29)(31)
3,006
3,006
2,400
LivTech Purchaser, Inc.
Business Services
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.6% Cash
1/21
12/25
862
858
860
0.1
%
(7)(8)(13)
862
858
860
LogMeIn, Inc.
High Tech Industries
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.3% Cash
2/22
8/27
1,940
1,922
1,274
0.1
%
(8)(12)(29)
1,940
1,922
1,274
54
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Long Term Care Group, Inc.
Healthcare
First Lien Senior Secured Term Loan
SOFR + 1.00%, 6.3% Cash, 6.0% PIK
4/22
9/27
$
8,267
$
8,149
$
6,308
0.5
%
(7)(8)(12)
8,267
8,149
6,308
Magnetite XIX, Limited
Multi-Sector Holdings
Subordinated Notes
SOFR + 9.03%, 14.4% Cash
2/22
4/34
5,250
5,107
5,067
0.4
%
(3)(13)(29)
Subordinated Structured Notes
Residual Interest, current yield 10.17%
2/22
4/34
13,730
9,014
8,181
0.7
%
(3)(29)
18,980
14,121
13,248
Marmoutier Holding B.V.
Consumer Products
First Lien Senior Secured Term Loan
EURIBOR + 6.75%, 3.9% Cash, 6.8% PIK
12/21
12/28
2,445
2,415
1,777
0.1
%
(3)(7)(8)(10)(31)
Revolver
EURIBOR+ 5.75%, 3.9% Cash, 5.8% PIK
12/21
12/28
48
44
6
—
%
(3)(7)(8)(10)(31)
2,493
2,459
1,783
Marshall Excelsior Co.
Capital Goods
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.0% Cash
2/22
2/28
10,807
10,678
10,462
0.9
%
(7)(8)(13)
Revolver
SOFR + 5.50%, 11.0% Cash
2/22
2/28
1,985
1,952
1,914
0.2
%
(7)(8)(13)(31)
12,792
12,630
12,376
MC Group Ventures Corporation
Business Services
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.0% Cash
7/21
6/27
4,148
4,088
4,133
0.3
%
(7)(8)(13)(31)
Partnership Units (746.66 units)
N/A
6/21
N/A
747
778
0.1
%
(7)(30)
4,148
4,835
4,911
Media Recovery, Inc. (SpotSee)
Containers, Packaging & Glass
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.6% Cash
11/19
11/25
2,874
2,853
2,764
0.2
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SONIA + 6.00%, 11.2% Cash
12/20
11/25
4,102
4,243
3,946
0.3
%
(7)(8)(16)
6,976
7,096
6,710
Median B.V.
Healthcare
First Lien Senior Secured Term Loan
SONIA + 6.00%, 11.4% Cash
2/22
10/27
9,497
9,849
8,595
0.7
%
(3)(8)(17)
9,497
9,849
8,595
Medical Solutions Parent Holdings, Inc.
Healthcare
Second Lien Senior Secured Term Loan
SOFR + 7.00%, 12.5% Cash
11/21
11/29
4,421
4,386
3,708
0.3
%
(8)(13)
4,421
4,386
3,708
Mercell Holding AS
Technology
First Lien Senior Secured Term Loan
NIBOR + 5.50%, 10.1% Cash
8/22
8/29
3,092
3,138
3,041
0.3
%
(3)(7)(8)(26)(31)
Class A Units (114.4 units)
9.0% PIK
8/22
N/A
111
128
—
%
(3)(7)(30)
Class B Units (28,943.8 units)
N/A
8/22
N/A
—
51
—
%
(3)(7)(30)
3,092
3,249
3,220
MNS Buyer, Inc.
Construction and Building
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.0% Cash
8/21
8/27
905
893
901
0.1
%
(7)(8)(12)
Partnership Units (76,923 units)
N/A
8/21
N/A
77
82
—
%
(7)(30)
905
970
983
Modern Star Holdings Bidco Pty Limited.
Non-durable Consumer Goods
First Lien Senior Secured Term Loan
BBSY + 5.50%, 10.3% Cash
12/20
12/26
7,854
8,367
7,784
0.7
%
(3)(7)(8)(20)(31)
7,854
8,367
7,784
Moonlight Bidco Limited
Healthcare
First Lien Senior Secured Term Loan
SONIA + 6.25%, 11.6% Cash
7/23
7/30
1,894
1,875
1,832
0.2
%
(3)(7)(8)(16)(31)
Common Stock (107,714 shares)
N/A
7/23
N/A
138
1,380
0.1
%
(3)(7)(30)
1,894
2,013
3,212
Murphy Midco Limited
Media, Diversified & Production
First Lien Senior Secured Term Loan
SONIA + 5.25%, 10.7% Cash
11/20
11/27
1,670
1,709
1,670
0.1
%
(3)(7)(8)(17)
1,670
1,709
1,670
55
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Music Reports, Inc.
Media & Entertainment
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.5% Cash
8/20
8/26
$
6,923
$
6,838
$
6,884
0.6
%
(7)(8)(13)
6,923
6,838
6,884
Napa Bidco Pty Ltd
Healthcare
First Lien Senior Secured Term Loan
BBSY + 5.50%, 9.9% Cash
3/22
3/28
18,986
19,616
18,321
1.5
%
(3)(7)(8)(19)
18,986
19,616
18,321
Narda Acquisitionco., Inc.
Aerospace & Defense
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.5% Cash
12/21
12/27
5,594
5,526
5,562
0.5
%
(7)(8)(13)
Revolver
SOFR + 5.00%, 10.5% Cash
12/21
12/27
—
(15)
(8)
—
%
(7)(8)(13)(31)
Class A
Preferred Stock (4,587.38 shares)
N/A
12/21
N/A
459
535
—
%
(7)(30)
Class B
Common Stock (509.71 shares)
N/A
12/21
N/A
51
229
—
%
(7)(30)
5,594
6,021
6,318
Navia Benefit Solutions, Inc.
Healthcare & Pharmaceuticals
First Lien Senior Secured Term Loan
SOFR + 2.00%, 7.4% Cash, 3.0% PIK
11/22
2/27
2,970
2,913
2,918
0.2
%
(7)(8)(12)
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
2/21
2/27
2,666
2,645
2,620
0.2
%
(7)(8)(12)
5,636
5,558
5,538
NAW Buyer LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
9/23
9/29
11,851
11,426
11,446
1.0
%
(7)(8)(13)(31)
Revolver
SOFR + 5.75%, 11.1% Cash
9/23
9/29
379
334
335
—
%
(7)(8)(13)(31)
LLC Units (472,512 units)
N/A
9/23
N/A
473
473
—
%
(7)(30)
12,230
12,233
12,254
NeoxCo
Internet Software & Services
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.5% Cash
1/23
1/30
2,145
2,041
2,090
0.2
%
(3)(7)(8)(11)(31)
2,145
2,041
2,090
Next Holdco, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.3% Cash
11/23
11/30
7,375
7,239
7,236
0.6
%
(7)(8)(12)(31)
Revolver
SOFR + 6.00%, 11.3% Cash
11/23
11/29
—
(11)
(11)
—
%
(7)(8)(12)(31)
7,375
7,228
7,225
NF Holdco, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 6.50%, 11.8%
3/23
3/29
6,347
6,174
6,204
0.5
%
(7)(8)(13)
Revolver
SOFR + 6.50%, 11.8%
3/23
3/29
442
413
417
—
%
(7)(8)(13)(31)
LP Units
(639,510 units)
N/A
3/23
N/A
659
633
0.1
%
(7)(30)
6,789
7,246
7,254
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions)
Energy Equipment & Services
First Lien Senior Secured Term Loan
SOFR + 4.00%, 9.5% Cash
10/18
10/25
4,655
4,648
4,655
0.4
%
(7)(8)(12)
4,655
4,648
4,655
Northstar Recycling, LLC
Environmental Industries
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.1% Cash
10/21
9/27
2,450
2,417
2,434
0.2
%
(7)(8)(13)
2,450
2,417
2,434
Novotech Aus Bidco Pty Ltd
Healthcare
First Lien Senior Secured Term Loan
SOFR + 5.25%, 11.1% Cash
1/22
1/28
4,021
3,944
3,984
0.3
%
(3)(7)(8)(14)(31)
4,021
3,944
3,984
NPM Investments 28 B.V.
Healthcare
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 9.9% Cash
9/22
10/29
2,219
1,912
2,175
0.2
%
(3)(7)(8)(10)(31)
2,219
1,912
2,175
56
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
OA Buyer, Inc.
Healthcare
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
12/21
12/28
$
5,534
$
5,450
$
5,485
0.5
%
(7)(8)(12)
Revolver
SOFR + 5.50%, 10.9% Cash
12/21
12/28
—
(19)
(12)
—
%
(7)(8)(12)(31)
Partnership Units (210,920.11 units)
N/A
12/21
N/A
211
276
—
%
(7)(30)
5,534
5,642
5,749
OAC Holdings I Corp
Automotive
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.5% Cash
3/22
3/29
3,575
3,522
3,454
0.3
%
(7)(8)(13)
Revolver
SOFR + 5.00%, 10.5% Cash
3/22
3/28
—
(20)
(47)
—
%
(7)(8)(13)(31)
3,575
3,502
3,407
Ocelot Holdco LLC
Construction Machinery
Super Senior Takeback Loan
10.0% Cash
10/23
10/27
549
549
549
—
%
(7)
Takeback Term Loan
10.0% Cash
10/23
10/27
2,933
2,933
2,933
0.2
%
(7)
Preferred Stock (243.81 shares)
15.0% PIK
10/23
N/A
1,562
2,085
0.2
%
(7)
Common Stock (186.67 shares)
N/A
10/23
N/A
—
—
—
%
(7)(30)
3,482
5,044
5,567
Ocular Therapeutix, Inc.
Pharma-ceuticals
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.1% Cash
8/23
7/29
3,930
3,817
3,812
0.3
%
(3)(7)(8)(12)
3,930
3,817
3,812
Offen Inc.
Transportation: Cargo
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.5% Cash
2/22
6/26
3,728
3,691
3,691
0.3
%
(7)(14)(29)
3,728
3,691
3,691
OG III B.V.
Containers & Glass Products
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.7% Cash
6/21
6/28
3,499
3,684
3,390
0.3
%
(3)(7)(8)(10)
3,499
3,684
3,390
Omni Intermediate Holdings, LLC
Transportation
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.5% Cash
12/20
12/26
8,322
8,291
7,864
0.7
%
(7)(8)(13)
8,322
8,291
7,864
Options Technology Ltd.
Computer Services
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.2% Cash
12/19
12/25
2,267
2,251
2,249
0.2
%
(3)(7)(8)(14)
2,267
2,251
2,249
Oracle Vision Bidco Limited
Healthcare
First Lien Senior Secured Term Loan
SONIA + 4.75%, 9.9% Cash
6/21
5/28
2,918
3,162
2,918
0.2
%
(3)(7)(8)(17)
2,918
3,162
2,918
Origin Bidco Limited
Technology
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash
6/21
6/28
327
354
326
—
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.7% Cash
6/21
6/28
533
523
531
—
%
(3)(7)(8)(13)
860
877
857
ORTEC INTERNATIONAL NEWCO B.V.
Technology
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.7% Cash
12/23
12/30
1,010
973
985
0.1
%
(3)(7)(8)(10)
1,010
973
985
OSP Hamilton Purchaser, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.5% Cash
12/21
12/29
13,197
12,976
12,934
1.1
%
(7)(8)(13)
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.5% Cash
3/23
12/29
—
(105)
(107)
—
%
(7)(8)(13)(31)
Revolver
SOFR + 6.00%, 11.5% Cash
12/21
12/29
—
(22)
(22)
—
%
(7)(8)(13)(31)
LP Units
(173,749 units)
N/A
7/22
N/A
174
174
—
%
(7)
13,197
13,023
12,979
Panoche Energy Center LLC
Electric
First Lien Senior Secured Bond
6.9% Cash
7/22
7/29
4,355
3,970
4,224
0.4
%
(7)
4,355
3,970
4,224
57
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Pare SAS (SAS Maurice MARLE)
Health Care Equipment
First Lien Senior Secured Term Loan
EURIBOR + 5.25%, 9.2% Cash, 0.8% PIK
12/19
12/26
$
2,838
$
2,837
$
2,804
0.2
%
(3)(7)(8)(11)
First Lien Senior Secured Term Loan
SOFR + 5.25%, 10.6% Cash
11/22
10/26
1,500
1,500
1,482
0.1
%
(3)(7)(8)(13)
4,338
4,337
4,286
Parkview Dental Holdings LLC
Healthcare
First Lien Senior Secured Term Loan
SOFR + 8.30%, 13.6% Cash
10/23
10/29
624
606
605
0.1
%
(7)(8)(13)(31)
LLC Units
(29,762 units)
N/A
10/23
N/A
298
298
—
%
(7)(30)
624
904
903
Patriot New Midco 1 Limited (Forensic Risk Alliance)
Diversified Financial Services
First Lien Senior Secured Term Loan
EURIBOR + 6.75%, 10.7% Cash
2/20
2/27
2,373
2,315
2,327
0.2
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.3% Cash
2/20
2/27
2,859
2,828
2,804
0.2
%
(3)(7)(8)(13)
5,232
5,143
5,131
PDQ.Com Corporation
Business Equipment & Services
First Lien Senior Secured Term Loan
SOFR + 5.21%, 10.7% Cash
8/21
8/27
10,319
10,116
10,319
0.9
%
(7)(8)(13)(31)
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
10/23
8/27
3,030
2,935
2,930
0.2
%
(7)(8)(13)(31)
Class A-2 Partnership Units (28.8 units)
N/A
8/21
N/A
29
44
—
%
(7)
13,349
13,080
13,293
Perimeter Master Note Business Trust
Credit Card ABS
Structured Secured Note - Class A
4.7% Cash
5/22
5/27
182
182
172
—
%
(3)(7)
Structured Secured Note - Class B
5.4% Cash
5/22
5/27
182
182
173
—
%
(3)(7)
Structured Secured Note - Class C
5.9% Cash
5/22
5/27
182
182
167
—
%
(3)(7)
Structured Secured Note - Class D
8.5% Cash
5/22
5/27
182
182
166
—
%
(3)(7)
Structured Secured Note - Class E
11.4% Cash
5/22
5/27
9,274
9,274
8,503
0.7
%
(3)(7)
10,002
10,002
9,181
Permaconn BidCo Pty Ltd
Tele-communications
First Lien Senior Secured Term Loan
BBSY + 6.25%, 10.7% Cash
12/21
7/29
2,796
2,700
2,743
0.2
%
(3)(7)(8)(19)
2,796
2,700
2,743
Polara Enterprises, L.L.C.
Capital Equipment
First Lien Senior Secured Term Loan
SOFR + 4.75%, 10.2% Cash
12/21
12/27
1,118
1,103
1,118
0.1
%
(7)(8)(13)
Revolver
SOFR + 4.75%, 10.2% Cash
12/21
12/27
—
(7)
—
—
%
(7)(8)(13)(31)
Partnership Units (7,409 units)
N/A
12/21
N/A
741
1,285
0.1
%
(7)
1,118
1,837
2,403
Policy Services Company, LLC
Property & Casualty Insurance
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.6% Cash, 4.0% PIK
12/21
6/26
51,345
50,494
50,498
4.2
%
(7)(8)(13)
Warrants - Class A (2.55830 units)
N/A
12/21
N/A
—
1,297
0.1
%
(7)(30)
Warrants - Class B (0.86340 units)
N/A
12/21
N/A
—
438
—
%
(7)(30)
Warrants - Class CC (0.08870 units)
N/A
12/21
N/A
—
—
—
%
(7)(30)
Warrants - Class D (0.24710 units)
N/A
12/21
N/A
—
125
—
%
(7)(30)
51,345
50,494
52,358
Polymer Solutions Group Holdings, LLC
Chemicals, Plastics & Rubber
First Lien Senior Secured Term Loan
SOFR + 7.00%, 12.4% Cash
2/22
8/24
990
990
936
0.1
%
(7)(8)(12)(29)
Common Stock
(74 shares)
N/A
8/23
N/A
—
—
—
%
(7)(30)
990
990
936
Premium Franchise Brands, LLC
Research & Consulting Services
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.5% Cash
12/20
12/26
7,559
7,476
7,511
0.6
%
(7)(8)(13)
7,559
7,476
7,511
58
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Premium Invest
Brokerage, Asset Managers & Exchanges
First Lien Senior Secured Term Loan
EURIBOR + 6.50%, 10.5% Cash
6/21
12/30
$
9,334
$
8,787
$
9,031
0.8
%
(3)(7)(8)(11)(31)
9,334
8,787
9,031
Preqin MC Limited
Banking, Finance, Insurance & Real Estate
First Lien Senior Secured Term Loan
SOFR + 5.25%, 11.0% Cash
8/21
7/28
2,789
2,729
2,778
0.2
%
(3)(7)(8)(14)
2,789
2,729
2,778
Process Equipment, Inc. (ProcessBarron)
Industrial Air & Material Handling Equipment
First Lien Senior Secured Term Loan
SOFR + 5.25%, 11.0% Cash
3/19
3/25
5,506
5,502
5,462
0.5
%
(7)(8)(13)
5,506
5,502
5,462
Process Insights Acquisition, Inc.
Electronics
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
7/23
7/29
5,330
5,186
5,293
0.4
%
(7)(8)(13)(31)
Revolver
SOFR + 6.25%, 11.6% Cash
7/23
7/29
—
(23)
(6)
—
%
(7)(8)(13)(31)
Common Stock (281 shares)
N/A
7/23
N/A
281
340
—
%
(7)(30)
5,330
5,444
5,627
Professional Datasolutions, Inc. (PDI)
Application Software
First Lien Senior Secured Term Loan
SOFR + 4.50%, 10.1% Cash
3/19
10/24
1,803
1,803
1,783
0.1
%
(7)(8)(13)
1,803
1,803
1,783
ProfitOptics, LLC
Technology
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.5% Cash
3/22
3/28
1,635
1,611
1,635
0.1
%
(7)(8)(14)
Revolver
SOFR + 5.75%, 11.5% Cash
3/22
3/28
274
267
274
—
%
(7)(8)(14)(31)
Senior Subordinated Term Loan
8.0% Cash
3/22
3/29
81
81
73
—
%
(7)
LLC Units (241,935.48 units)
N/A
3/22
N/A
161
220
—
%
(7)(30)
1,990
2,120
2,202
Proppants Holding, LLC
Energy: Oil & Gas
LLC Units (1,668,106 units)
N/A
2/22
N/A
—
—
—
%
(7)(29)
—
—
Protego Bidco B.V.
Aerospace & Defense
First Lien Senior Secured Term Loan
EURIBOR + 6.75%, 10.8% Cash
3/21
3/28
1,667
1,739
1,630
0.1
%
(3)(7)(8)(11)(31)
Revolver
EURIBOR + 6.50%, 10.5% Cash
3/21
3/27
2,164
2,283
2,110
0.2
%
(3)(7)(8)(11)
3,831
4,022
3,740
PSP Intermediate 4, LLC
Technology
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 9.9% Cash
5/22
5/29
902
842
820
0.1
%
(3)(7)(8)(9)(31)
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.4% Cash
5/22
5/29
1,411
1,391
1,305
0.1
%
(3)(7)(8)(12)
2,313
2,233
2,125
QPE7 SPV1 BidCo Pty Ltd
Consumer Cyclical
First Lien Senior Secured Term Loan
BBSY + 4.50%, 8.8% Cash
9/21
9/26
1,882
1,970
1,852
0.2
%
(3)(7)(8)(18)
1,882
1,970
1,852
Qualified Industries, LLC
Consumer Cyclical
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.2% Cash
3/23
3/29
603
586
592
—
%
(7)(8)(13)
Revolver
SOFR + 5.75%, 11.2% Cash
3/23
3/29
—
(6)
(2)
—
%
(7)(8)(13)(31)
Preferred Stock (148 shares)
10.0% PIK
3/23
N/A
144
159
—
%
(7)(30)
Common Stock (303,030 shares)
N/A
3/23
N/A
3
64
—
%
(7)(30)
603
727
813
Questel Unite
Business Services
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.7% Cash
12/20
12/27
6,976
6,912
6,732
0.6
%
(3)(7)(8)(13)
6,976
6,912
6,732
R1 Holdings, LLC
Transportation
First Lien Senior Secured Term Loan
SOFR + 6.25%, 11.6% Cash
12/22
12/28
6,175
5,949
6,001
0.5
%
(7)(8)(14)(31)
Revolver
SOFR + 6.25%, 11.6% Cash
12/22
12/28
126
66
80
—
%
(7)(8)(14)(31)
6,301
6,015
6,081
59
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
RA Outdoors, LLC
High Tech Industries
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.0% Cash
2/22
4/26
$
12,917
$
12,658
$
12,723
1.1
%
(7)(8)(13)(29)
Revolver
SOFR + 6.75%, 12.0% Cash
2/22
4/26
796
796
778
0.1
%
(7)(8)(13)(29)(31)
13,713
13,454
13,501
Randys Holdings, Inc.
Automobile Manufacturers
First Lien Senior Secured Term Loan
SOFR + 6.50%, 11.9% Cash
11/22
11/28
10,138
9,835
9,890
0.8
%
(7)(8)(13)(31)
Revolver
SOFR + 6.50%, 11.9% Cash
11/22
11/28
538
493
505
—
%
(7)(8)(13)(31)
Partnership Units (5,333 units)
N/A
11/22
N/A
533
570
—
%
(7)(30)
10,676
10,861
10,965
Recovery Point Systems, Inc.
Technology
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.4% Cash
8/20
7/26
11,442
11,330
11,442
1.0
%
(7)(8)(13)
Partnership Equity (187,235 units)
N/A
3/21
N/A
187
103
—
%
(7)(30)
11,442
11,517
11,545
Renovation Parent Holdings, LLC
Home Furnishings
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.0% Cash
11/21
11/27
4,757
4,677
4,167
0.3
%
(7)(8)(13)
Partnership Equity (197,368.42 units)
N/A
11/21
N/A
197
67
—
%
(7)(30)
4,757
4,874
4,234
REP SEKO MERGER SUB LLC
Air Freight & Logistics
First Lien Senior Secured Term Loan
EURIBOR + 5.00%, 8.9% Cash
6/22
12/26
9,792
9,192
9,498
0.8
%
(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 5.00%, 10.4% Cash
12/20
12/26
2,009
1,982
1,949
0.2
%
(7)(8)(13)
11,801
11,174
11,447
Resolute Investment Managers, Inc.
Banking, Finance, Insurance & Real Estate
Second Lien Senior Secured Term Loan
SOFR + 8.00%, 13.6% Cash
2/22
4/25
5,081
5,107
762
0.1
%
(7)(8)(13)(29)
5,081
5,107
762
Resonetics, LLC
Health Care Equipment
Second Lien Senior Secured Term Loan
SOFR + 7.00%, 12.6% Cash
4/21
4/29
4,011
3,950
3,991
0.3
%
(7)(8)(13)
4,011
3,950
3,991
Rhondda Financing No. 1 DAC
Finance Companies
Structured - Junior Note
N/A
1/23
1/33
28,587
27,901
29,586
2.5
%
(3)(7)(31)
28,587
27,901
29,586
Riedel Beheer B.V.
Food & Beverage
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.2% Cash
12/21
12/28
2,291
2,256
2,078
0.2
%
(3)(7)(8)(10)
2,291
2,256
2,078
Rock Labor LLC
Media: Diversified & Production
First Lien Senior Secured Term Loan
SOFR + 7.50%, 12.9% Cash
9/23
9/29
6,604
6,412
6,422
0.5
%
(7)(8)(12)
Revolver
SOFR + 7.50%, 12.9% Cash
9/23
9/29
—
(31)
(30)
—
%
(7)(8)(12)(31)
LLC Units (233,871 units)
N/A
9/23
N/A
1,252
1,534
0.1
%
(7)(30)
6,604
7,633
7,926
Royal Buyer, LLC
Industrial Other
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
8/22
8/28
7,255
7,124
7,164
0.6
%
(7)(8)(13)(31)
Revolver
SOFR + 5.50%, 10.9% Cash
8/22
8/28
408
379
388
—
%
(7)(8)(13)(31)
7,663
7,503
7,552
RPX Corporation
Research & Consulting Services
First Lien Senior Secured Term Loan
SOFR + 5.50%, 11.0% Cash
10/20
10/25
4,759
4,709
4,732
0.4
%
(7)(8)(13)
4,759
4,709
4,732
60
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
RTIC Subsidiary Holdings, LLC
Consumer Goods: Durable
First Lien Senior Secured Term Loan
SOFR + 7.75%, 13.1% Cash
2/22
9/25
$
8,968
$
8,968
$
8,717
0.7
%
(7)(8)(13)(29)
Revolver
SOFR + 7.75%, 13.1% Cash
2/22
9/25
635
635
524
—
%
(7)(8)(13)(29)(31)
Class A
Preferred Stock
(145.347 shares)
N/A
2/22
N/A
4
—
—
%
(7)(29)(30)
Class B
Preferred Stock (145.347 shares)
N/A
2/22
N/A
—
—
—
%
(7)(29)(30)
Class C
Preferred Stock (7,844.03 shares)
N/A
2/22
N/A
450
73
—
%
(7)(29)(30)
Common Stock (153 shares)
N/A
2/22
N/A
—
—
—
%
(7)(29)(30)
9,603
10,057
9,314
Ruffalo Noel Levitz, LLC
Media Services
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.4% Cash, 0.5% PIK
1/19
7/25
9,586
9,586
9,241
0.8
%
(7)(8)(13)
9,586
9,586
9,241
Safety Products Holdings, LLC
Non-durable Consumer Goods
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.5% Cash
12/20
12/26
11,828
11,684
11,567
1.0
%
(7)(8)(13)
Preferred Stock (378.7 shares)
N/A
12/20
N/A
380
468
—
%
(7)(30)
11,828
12,064
12,035
Sanoptis S.A.R.L.
Healthcare & Pharmaceuticals
First Lien Senior Secured Term Loan
EURIBOR + 5.50%, 9.4% Cash
6/22
7/29
2,736
2,414
2,585
0.2
%
(3)(7)(8)(10)(31)
First Lien Senior Secured Term Loan
SARON + 5.50%, 7.2% Cash
6/22
7/29
3,476
3,064
3,357
0.3
%
(3)(7)(8)(25)
6,212
5,478
5,942
SBP Holdings LP
Industrial Other
First Lien Senior Secured Term Loan
SOFR + 6.75%, 12.1% Cash
3/23
3/28
13,692
13,268
13,442
1.1
%
(7)(8)(13)(31)
Revolver
SOFR + 6.75%, 12.1% Cash
3/23
3/28
—
(33)
(19)
—
%
(7)(8)(13)(31)
13,692
13,235
13,423
Scaled Agile, Inc.
Research & Consulting Services
First Lien Senior Secured Term Loan
SOFR + 5.50%, 10.9% Cash
12/21
12/28
1,802
1,777
1,759
0.1
%
(7)(8)(13)
Revolver
SOFR + 5.50%, 10.9% Cash
12/21
12/28
56
52
48
—
%
(7)(8)(13)(31)
1,858
1,829
1,807
Scout Bidco B.V.
Diversified Manufacturing
First Lien Senior Secured Term Loan
EURIBOR + 5.75%, 9.7% Cash
5/22
5/29
3,529
3,350
3,480
0.3
%
(3)(7)(8)(10)
First Lien Senior Secured Term Loan
SOFR + 5.75%, 11.1% Cash
8/23
5/29
443
443
437
—
%
(3)(7)(8)(13)
Revolver
EURIBOR + 5.75%, 9.7% Cash
5/22
5/29
426
403
410
—
%
(3)(7)(8)(10)(31)
4,398
4,196
4,327
Sereni Capital NV
Consumer Cyclical
First Lien Senior Secured Term Loan
EURIBOR + 6.25%, 10.3% Cash
5/22
5/29
2,616
2,480
2,522
0.2
%
(3)(7)(8)(11)
2,616
2,480
2,522
Serta Simmons Bedding LLC
Home Furnishings
Common Stock (109,127 shares)
N/A
6/23
N/A
1,630
791
0.1
%
(7)(30)
1,630
791
Shelf Bidco Ltd
Other Financial
First Lien Senior Secured Term Loan
SOFR + 6.00%, 11.7% Cash
12/22
1/30
34,713
33,742
34,019
2.8
%
(3)(7)(8)(13)
Common Stock (1,200,000 shares)
N/A
12/22
N/A
1,200
1,548
0.1
%
(3)(7)(30)
34,713
34,942
35,567
Sinari Invest
Technology
First Lien Senior Secured Term Loan
EURIBOR + 6.00%, 9.9% Cash
7/23
7/30
1,880
1,804
1,822
0.2
%
(3)(7)(8)(11)(31)
1,880
1,804
1,822
61
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
Portfolio Company(6)
Industry (32)
Investment Type (1) (2) (33)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Waccamaw River LLC
Investment Funds & Vehicles
20% Member Interest
N/A
2/21
N/A
$
25,000
$
15,470
1.3
%
(3)(30)
25,000
15,470
Subtotal Affiliate Investments (33.6%)*
48,653
378,865
402,423
Control Investments:(5)
Black Angus Steakhouses, LLC
Hotel, Gaming & Leisure
First Lien Senior Secured Term Loan
14.4% PIK
2/22
1/25
7,166
6,977
7,166
0.6
%
(7)(8)(12)(29)
First Lien Senior Secured Term Loan
10.0% PIK
2/22
1/25
33,393
9,628
4,869
0.4
%
(7)(27)(29)
LLC Units
(44.6 units)
N/A
2/22
N/A
—
—
—
%
(7)(29)(30)
40,559
16,605
12,035
MVC Automotive Group GmbH
Automotive
Bridge Loan
4.5% Cash, 1.5% PIK
12/20
12/24
9,762
9,762
9,762
0.8
%
(3)(7)(28)
Common Equity Interest
(18,000 shares)
N/A
12/20
N/A
9,553
15,430
1.3
%
(3)(7)(28)(30)
9,762
19,315
25,192
MVC Private Equity Fund LP
Investment Funds & Vehicles
General Partnership Interest
(1,831.4 units)
N/A
3/21
N/A
201
24
—
%
(3)(28)(30)
Limited Partnership Interest
(71,790.4 units)
N/A
3/21
N/A
7,959
981
0.1
%
(3)(28)(30)
8,160
1,005
Security Holdings B.V.
Electrical Engineering
Bridge Loan
5.0% PIK
12/20
5/24
6,328
6,328
6,328
0.5
%
(3)(7)(28)
Revolver
6.0% Cash
9/23
6/25
3,866
3,818
3,866
0.3
%
(3)(7)(28)(31)
Senior Unsecured Term Loan
6.0% Cash, 9.0% PIK
4/21
4/25
2,236
2,318
2,236
0.2
%
(3)(7)(28)(31)
Senior Subordinated Term Loan
3.1% PIK
12/20
5/24
10,867
10,867
10,867
0.9
%
(3)(7)(28)
Common Stock Series A
(17,100 shares)
N/A
2/22
N/A
560
311
—
%
(3)(7)(28)(30)
Common Stock Series B
(1,236 shares)
N/A
12/20
N/A
35,192
29,080
2.4
%
(3)(7)(28)(30)
23,297
59,083
52,688
Subtotal Control Investments (7.6%)*
73,618
103,163
90,920
Total Investments, December 31, 2023 (208.0%)*
$
2,187,686
$
2,535,576
$
2,488,715
Derivative Instruments
Credit Support Agreements:
Description(d)
Counterparty
Settlement Date
Notional Amount
Value
Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement(a)(b)(c)
Barings LLC
01/01/31
$
23,000
$
17,300
$
3,700
Sierra Credit Support Agreement(e)(f)(g)
Barings LLC
04/01/32
100,000
40,500
(3,900)
Total Credit Support Agreements, December 31, 2023
$
123,000
$
57,800
$
(200)
(a) The MVC Credit Support Agreement covers all of the investments acquired by the Company from MVC in connection with the MVC Acquisition and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the MVC Reference Portfolio. Each investment that is included in the MVC Reference Portfolio is denoted in the above Schedule of Investments with footnote (28).
(b) The Company and Barings entered into the MVC Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $23.0 million.
(c) Settlement Date means the earlier of (1) January 1, 2031 or (2) the date on which the entire MVC Reference Portfolio has been realized or written off.
(d) See “Note 2. Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreements.
68
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
(e) The Sierra Credit Support Agreement covers all of the investments acquired by the Company from Sierra in connection with the Sierra Merger and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the Sierra Reference Portfolio. Each investment that is included in the Sierra Reference Portfolio is denoted in the above Schedule of Investments with footnote (29).
(f) The Company and Barings entered into the Sierra Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $100.0 million.
(g) Settlement Date means the earlier of (1) April 1, 2032 or (2) the date on which the entire Sierra Reference Portfolio has been realized or written off.
Foreign Currency Forward Contracts:
Description
Notional Amount to be Purchased
Notional Amount to be Sold
Counterparty
Settlement Date
Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)
$830
A$1,264
Citibank, N.A.
01/10/24
$
(33)
Foreign currency forward contract (AUD)
$41,568
A$64,984
Mitsubishi UFJ Financial Group
01/10/24
(2,784)
Foreign currency forward contract (CAD)
$126
C$173
Bank of America, N.A.
01/10/24
(4)
Foreign currency forward contract (CAD)
$7,032
C$9,597
HSBC Bank USA
01/10/24
(247)
Foreign currency forward contract (DKK)
$9
65kr.
Bank of America, N.A.
01/10/24
—
Foreign currency forward contract (DKK)
$7
47kr.
BNP Paribas SA
01/10/24
—
Foreign currency forward contract (DKK)
$333
2,354kr.
HSBC Bank USA
01/10/24
(16)
Foreign currency forward contract (EUR)
$86,266
€81,489
Bank of America, N.A.
01/10/24
(3,775)
Foreign currency forward contract (NZD)
$159
NZ$271
BNP Paribas
01/10/24
(12)
Foreign currency forward contract (NZD)
$170
NZ$270
Citibank, N.A.
01/10/24
(1)
Foreign currency forward contract (NZD)
$8,287
NZ$13,912
HSBC Bank USA
01/10/24
(522)
Foreign currency forward contract (NOK)
$72
740kr
BNP Paribas SA
01/10/24
(1)
Foreign currency forward contract (NOK)
$3,920
42,309kr
Citibank, N.A.
01/10/24
(247)
Foreign currency forward contract (GBP)
$60,925
£50,203
Citibank, N.A.
01/10/24
(3,077)
Foreign currency forward contract (SEK)
$24
261kr
BNP Paribas
01/10/24
(2)
Foreign currency forward contract (SEK)
$1,190
12,500kr
Citibank, N.A.
01/10/24
(51)
Foreign currency forward contract (SEK)
$203
2,228kr
HSBC Bank USA
01/10/24
(18)
Foreign currency forward contract (CHF)
$124
104Fr.
BNP Paribas
01/10/24
1
Foreign currency forward contract (CHF)
$5,966
5,418Fr.
Citibank, N.A.
01/10/24
(475)
Total Foreign Currency Forward Contracts, December 31, 2023
$
(11,264)
* Fair value as a percentage of net assets.
(1)All debt investments are income producing, unless otherwise noted. The Adviser determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Board, and the 1940 Act. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to SOFR, EURIBOR, BBSY, STIBOR, CDOR, SONIA, SARON, NIBOR, BKBM or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually, semi-annually, quarterly or monthly. For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR-based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The borrower may also elect to have multiple interest reset periods for each loan.
(2)All of the Company’s portfolio company investments (including joint venture investments), which as of December 31, 2023 represented 208.0% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company’s initial investment in the relevant portfolio company.
(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 28.8% of total investments at fair value as of December 31, 2023. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company’s voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the year ended December 31, 2023 were as follows:
69
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
December 31, 2022 Value
Gross Additions (a)
Gross Reductions (b)
Amount of Realized Gain (Loss)
Amount of Unrealized Gain (Loss)
December 31, 2023 Value
Amount of Interest or Dividends Credited to Income(c)
Portfolio Company
Type of Investment
1888 Industrial Services, LLC(d)
First Lien Senior Secured Term Loan (SOFR + 5.00%)
$
—
$
41
$
(41)
$
(418)
$
418
$
—
$
67
Revolver (SOFR + 5.00%)
1,263
14
(1,156)
(357)
236
—
127
Warrants (7,546.76 units)
—
—
—
—
—
—
—
1,263
55
(1,197)
(775)
654
—
194
Celebration Bidco, LLC(d)
First Lien Senior Secured Term Loan (SOFR + 8.00%,
13.3% Cash)
—
6,214
—
—
—
6,214
—
Common Stock
(1,243,071 shares)
—
12,177
—
—
—
12,177
—
—
18,391
—
—
—
18,391
—
Coastal Marina Holdings, LLC
(d)
Subordinated Term Loan
(8.0% Cash)
—
15,632
—
—
17
15,649
715
Subordinated Term Loan (10.0% PIK)
—
6,879
—
—
(11)
6,868
371
LLC Units (2,407,825 units)
—
12,732
—
—
(572)
12,160
—
—
35,243
—
—
(566)
34,677
1,086
Eclipse Business Capital, LLC(d)
Revolver (SOFR + 7.25%, 12.6%, Cash)
5,273
35,201
(34,909)
—
(20)
5,545
408
Second Lien Senior Secured Term Loan (7.5% Cash)
4,545
6
—
—
(6)
4,545
347
LLC units (89,447,396 units)
135,066
354
(621)
—
11,000
145,799
14,498
144,884
35,561
(35,530)
—
10,974
155,889
15,253
Hylan Datacom & Electrical LLC(d)
First Lien Senior Secured Term Loan (SOFR + 8.00%, 13.4% Cash)
3,917
75
—
—
(75)
3,917
592
Second Lien Senior Secured Term Loan (SOFR + 3.00%, 8.5% Cash)
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
(a) Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b) Gross reductions include decreases in the cost basis of investments resulting from principal repayments, sales and return of capital.
(c) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(5) As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” and “control” the portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the year ended December 31, 2023 in which the portfolio company is deemed to be a “Control Investment” of the Company were as follows:
December 31, 2022 Value
Gross Additions (a)
Gross Reductions (b)
Amount of Realized Gain (Loss)
Amount of Unrealized Gain (Loss)
December 31, 2023 Value
Amount of Interest or Dividends Credited to Income(c)
Portfolio Company
Type of Investment
Black Angus Steakhouses, LLC(d)
First Lien Senior Secured Term Loan (14.4% PIK)
$
5,647
$
1,330
$
—
$
—
$
189
$
7,166
$
1,401
First Lien Senior Secured Term Loan (10.0% PIK)(e)
9,147
—
—
—
(4,278)
4,869
—
LLC Units (44.6 units)
—
—
—
—
—
—
—
14,794
1,330
—
—
(4,089)
12,035
1,401
MVC Automotive Group GmbH(d)
Bridge Loan (4.5% Cash, 1.5% PIK)
7,149
2,613
—
—
—
9,762
587
Common Equity Interest (18,000 Shares)
9,675
—
—
—
5,755
15,430
—
16,824
2,613
—
—
5,755
25,192
587
MVC Private Equity Fund LP
General Partnership Interest
(1,831.4 units)
45
—
(24)
—
3
24
95
Limited Partnership Interest
(71,790.4 units)
1,793
—
(940)
—
128
981
—
1,838
—
(964)
—
131
1,005
95
Security Holdings B.V(d)
Bridge Loan (5.0% PIK)
6,020
308
—
—
—
6,328
309
Revolver (6.0% Cash)
—
3,840
(22)
—
48
3,866
168
Senior Subordinated Term Loan (3.1% PIK)
10,534
333
—
—
—
10,867
379
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK)
2,015
154
—
—
67
2,236
374
Common Stock Series A (17,100 shares)
575
—
—
—
(264)
311
—
Common Stock Series B (1,236 shares)
53,728
—
—
—
(24,648)
29,080
—
72,872
4,635
(22)
—
(24,797)
52,688
1,230
Total Control Investments
$
106,328
$
8,578
$
(986)
$
—
$
(23,000)
$
90,920
$
3,313
(a) Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.
(b) Gross reductions include decreases in the cost basis of investments resulting from principal repayments, sales and return of capital.
(c) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Control category.
(d) The fair value of the investment was determined using significant unobservable inputs.
(e) Non-accrual investment.
(6)All of the investment is or will be encumbered as security for the Company’s $1,065.0 million February 2019 Credit Facility with ING.
(7)The fair value of the investment was determined using significant unobservable inputs.
(8)Debt investment includes interest rate floor feature.
(9)The interest rate on these loans is subject to 1 Month EURIBOR, which as of December 31, 2023 was 3.84500%.
(10)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2023 was 3.90900%.
(11)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2023 was 3.86100%.
(12)The interest rate on these loans is subject to 1 Month SOFR, which as of December 31, 2023 was 5.35472%.
(13)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2023 was 5.33140%.
(14)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2023 was 5.15772%.
(15)The interest rate on these loans is subject to 1 Month SONIA, which as of December 31, 2023 was 5.19920%.
(16)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2023 was 5.20530%.
71
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
(17)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2023 was 5.13220%.
(18)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2023 was 4.31000%.
(19)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2023 was 4.35750%.
(20)The interest rate on these loans is subject to 6 Month BBSY, which as of December 31, 2023 was 4.44500%.
(21)The interest rate on these loans is subject to 1 Month CDOR, which as of December 31, 2023 was 5.45500%.
(22)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 2023 was 5.44750%.
(23)The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2023 was 4.05200%.
(24)The interest rate on these loans is subject to 3 Month BKBM, which as of December 31, 2023 was 5.63000%.
(25)The interest rate on these loans is subject to 6 Month SARON, which as of December 31, 2023 was 1.69524%.
(26)The interest rate on these loans is subject to 1 Month NIBOR, which as of December 31, 2023 was 4.59000%.
(27)Non-accrual investment.
(28)Investment was purchased as part of the MVC Acquisition and is part of the MVC Reference Portfolio for purposes of the MVC Credit Support Agreement.
(29)Investment was purchased as part of the Sierra Merger and is part of the Sierra Reference Portfolio for purposes of the Sierra Credit Support Agreement.
(30)Investment is non-income producing.
(31)Position or portion thereof is an unfunded loan or equity commitment.
(32)A summary of the Company’s investment portfolio by industry at fair value, and as a percentage of total investments and net assets are as follows:
($ in thousands)
December 31, 2023
Percent of Portfolio
Percent of Total Net Assets
Aerospace and Defense
$
132,498
5.3
%
11.1
%
Automotive
80,828
3.3
6.7
Banking, Finance, Insurance and Real Estate
401,816
16.1
33.6
Beverage, Food and Tobacco
23,135
0.9
1.9
Capital Equipment
128,706
5.2
10.8
Chemicals, Plastics, and Rubber
35,897
1.5
3.0
Construction and Building
30,387
1.2
2.5
Consumer goods: Durable
47,074
1.9
3.9
Consumer goods: Non-durable
28,210
1.1
2.4
Containers, Packaging and Glass
37,524
1.5
3.1
Energy: Electricity
20,874
0.8
1.7
Energy: Oil and Gas
3,240
0.1
0.3
Environmental Industries
53,484
2.1
4.5
Healthcare and Pharmaceuticals
216,952
8.7
18.1
High Tech Industries
303,082
12.2
25.4
Hotel, Gaming and Leisure
54,256
2.2
4.5
Investment Funds and Vehicles
110,066
4.4
9.2
Media: Advertising, Printing and Publishing
39,447
1.6
3.3
Media: Broadcasting and Subscription
13,277
0.5
1.1
Media: Diversified and Production
64,559
2.6
5.4
Metals and Mining
8,993
0.4
0.8
Services: Business
326,762
13.2
27.3
Services: Consumer
61,409
2.5
5.1
Structured Products
102,922
4.1
8.6
Telecommunications
27,565
1.1
2.3
Transportation: Cargo
96,450
3.9
8.1
Transportation: Consumer
11,951
0.5
1.0
Utilities: Electric
22,696
0.9
1.9
Utilities: Oil and Gas
4,655
0.2
0.4
Total
$
2,488,715
100.0
%
208.0
%
72
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2023
(Amounts in thousands, except share amounts)
(33)A summary of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets are as follows:
($ in thousands)
Cost
Percent of Total Portfolio
Fair Value
Percent of Total Portfolio
Percent of Total Net Assets
December 31, 2023:
Senior debt and 1st lien notes
$
1,705,353
67
%
$
1,670,300
67
%
140
%
Subordinated debt and 2nd lien notes
256,850
10
238,215
10
20
Structured products
107,314
4
93,038
4
8
Equity shares
320,335
13
374,704
15
31
Equity warrants
76
—
2,392
—
—
Investments in joint ventures / PE fund
145,648
6
110,066
4
9
$
2,535,576
100
%
$
2,488,715
100
%
208
%
See accompanying notes.
73
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements
1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION
The Company and its wholly-owned subsidiaries are specialty finance companies. The Company currently operates as a closed-end, non-diversified investment company and has elected to be treated as a business development company (“BDC”) under the 1940 Act. The Company has elected for federal income tax purposes to be treated and intends to qualify annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
Organization
The Company is a Maryland corporation incorporated on October 10, 2006. On August 2, 2018, the Company entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) and became an externally-managed BDC managed by Barings LLC (“Barings” or the “Adviser”). An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an investment advisory agreement and administration agreement. Instead of the Company directly compensating employees, the Company pays the Adviser for investment and management services pursuant to the terms of the Barings BDC Advisory Agreement (as defined in “Note 2. Agreements and Related Party Transactions”) and reimburses Barings, in its role as the Company’s administrator, for its provision of administrative services to the Company pursuant to the Administration Agreement. See “Note 2. Agreements and Related Party Transactions” for additional information regarding the Company’s investment advisory agreement and administration agreement.
Basis of Presentation
The financial statements of the Company include the accounts of Barings BDC, Inc. and its wholly-owned subsidiaries. The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidation. The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company’s investment portfolio is carried on the Unaudited and Audited Consolidated Balance Sheets at fair value, as discussed further in “Note 3. Investments”, with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Unaudited Consolidated Statements of Operations.
The accompanying Unaudited Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial statements for the interim period, have been reflected in the Unaudited Consolidated Financial Statements. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the full fiscal year. Additionally, the Unaudited Consolidated Financial Statements and accompanying notes should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2023. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the Unaudited Consolidated Financial Statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.
Recently Issued Accounting Standards
In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update, 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”), which affects all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The amendments also require additional disclosures for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The effective date for the amendments in ASU 2022-03 are for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The Company determined this guidance will not have a material impact on its consolidated financial statements.
74
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Share Purchase Programs
On February 23, 2023, the Board authorized a 12-month share repurchase program. Under the program, the Company was able to repurchase, during the 12-month period commencing on March 1, 2023, up to $30.0 million in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value (“NAV”) per share. The timing, manner, price and amount of any share repurchases was determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, the Company’s stock price, applicable legal, contractual and regulatory requirements and other factors. The program terminated on March 1, 2024. The program did not require the Company to repurchase any specific number of shares, and the Company could not assure stockholders that any shares would have been repurchased under the program. During the three months ended March 31, 2024, the Company did not repurchase any shares pursuant to the authorized program. During the year ended December 31, 2023, the Company repurchased a total of 1,849,096 shares of common stock in the open market under the authorized program at an average price of $7.99 per share, including brokerage commissions.
On February 22, 2024, the Board authorized a new 12-month share repurchase program. Under the program, the Company may repurchase, during the 12-month period commencing on March 1, 2024, up to $30.0 million in the aggregate of its outstanding common stock in the open market at prices below the then-current NAV per share. The timing, manner, price and amount of any share repurchases will be determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, the Company’s stock price, applicable legal, contractual and regulatory requirements and other factors. The program is expected to be in effect until March 1, 2025, unless extended or until the aggregate repurchase amount that has been approved by the Board has been expended. The program does not require the Company to repurchase any specific number of shares, and the Company cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time. During the three months ended March 31, 2024, the Company repurchased a total of 115,911 shares of its common stock in the open market under the authorized program at an average price of $9.56 per share, including brokerage commissions.
2. AGREEMENTS AND RELATED PARTY TRANSACTIONS
On August 2, 2018, the Company entered into the Original Advisory Agreement and the Administration Agreement with the Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. In connection with the completion of the Company’s acquisition of MVC on December 23, 2020 (the “MVC Acquisition”), the Company entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with the Adviser, following approval of the Amended and Restated Advisory Agreement by the Company’s stockholders at its December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021.
The Amended and Restated Advisory Agreement amended the Original Advisory Agreement to, among other things, (i) reduce the annual base management fee payable to the Adviser from 1.375% to 1.250% of the Company’s gross assets, (ii) reset the commencement date for the rolling 12-quarter “look-back” provision used to calculate the income incentive fee and incentive fee cap to January 1, 2021 from January 1, 2020 and (iii) describe the fact that the Company may enter into guarantees, sureties and other credit support arrangements with respect to one or more of its investments, including the impact of these arrangements on the income incentive fee cap.
In connection with the completion of the Company’s acquisition of Sierra on February 25, 2022 (the “Sierra Merger”), the Company entered into a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”) with the Adviser, which increased the hurdle rate applicable to the income incentive fee from 2.0% to 2.0625% per quarter (or from 8.0% to 8.25% annualized) and therefore increased the catch-up amount that is used in calculating the income incentive fee to correspond to the increase in the hurdle rate. All other terms and provisions of the Amended and Restated Advisory Agreement between the Company and the Adviser, including with respect to the calculation of the other fees payable to the Adviser, remained unchanged under the Second Amended Barings BDC Advisory Agreement. On June 24, 2023, the Company entered into a third amended and restated investment advisory agreement with the Adviser in order to update the term of the agreement to expire on June 24 of each year subject to annual re-approval in accordance with its terms (the “Barings BDC Advisory Agreement”). All other terms and provisions of the Second Amended Barings BDC Advisory Agreement between the Company and the Adviser, including with respect to the calculation of the fees payable to the Adviser, remain unchanged under the Barings BDC Advisory Agreement.
Investment Advisory Agreement
Pursuant to the Barings BDC Advisory Agreement, the Adviser manages the Company’s day-to-day operations and provides the Company with investment advisory services. Among other things, the Adviser (i) determines the composition of
75
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes, closes, services and monitors the investments that the Company makes; (iv) determines the securities and other assets that the Company will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.
The Barings BDC Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the “IA Indemnified Parties”), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Barings BDC Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the Barings BDC Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the Barings BDC Advisory Agreement is not adversely affected.
The Adviser has entered into a personnel-sharing arrangement with its affiliate, Baring International Investment Limited (“BIIL”). BIIL is a wholly-owned subsidiary of Baring Asset Management Limited, which in turn is an indirect, wholly-owned subsidiary of the Adviser. Pursuant to this arrangement, certain employees of BIIL may serve as “associated persons” of the Adviser and, in this capacity, subject to the oversight and supervision of the Adviser, may provide research and related services, and discretionary investment management and trading services (including acting as portfolio managers) to the Company on behalf of the Adviser. This arrangement is based on no-action letters of the staff of the Securities and Exchange Commission (the “SEC”) that permit SEC-registered investment advisers to rely on and use the resources of advisory affiliates or “participating affiliates,” subject to the supervision of that SEC-registered investment adviser. BIIL is a “participating affiliate” of the Adviser, and the BIIL employees are “associated persons” of the Adviser.
Under the Barings BDC Advisory Agreement, the Company pays the Adviser (i) a base management fee (the “Base Management Fee”) and (ii) an incentive fee (the “Incentive Fee”) as compensation for the investment advisory and management services it provides the Company thereunder.
Base Management Fee
The Base Management Fee is calculated based on the Company’s gross assets, including the Company’s credit support agreements, assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.25%. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter will be appropriately pro-rated.
For the three months ended March 31, 2024, the Base Management Fees determined in accordance with the terms of the Barings BDC Advisory Agreement were approximately $8.3 million. For the three months ended March 31, 2023 the Base Management Fees determined in accordance with the terms of the Second Amended Barings BDC Advisory Agreement were approximately $7.9 million. As of March 31, 2024, the Base Management Fee of $8.3 million for the three months ended March 31, 2024 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, the Base Management Fee of $8.3 million for the three months ended December 31, 2023 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.
Incentive Fee
The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on the Company’s income (the “Income-Based Fee”) and a portion is based on the Company’s capital gains (the “Capital Gains Fee”), each as described below:
(i) The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of the Company’s first eleven calendar
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Notes to Unaudited Consolidated Financial Statements — (Continued)
quarters that commences on or after January 1, 2021) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Quarters. The Hurdle Amount will be determined on a quarterly basis, and will be calculated by multiplying 2.0625% (8.25% annualized) by the aggregate of the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Income-Based Fee and the Capital Gains Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The calculation of the Income-Based Fee for each quarter is as follows:
(A) No Income-Based Fee will be payable to the Adviser in any calendar quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Hurdle Amount;
(B) 100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.578125% (10.3125% annualized) by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Quarters; and
(C) For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income-Based Fee shall equal 20% of the amount of the Company’s aggregate Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Hurdle Amount and Catch-Up Amount will have been achieved.
Subject to the Incentive Fee Cap described below, the amount of the Income-Based Fee that will be paid to the Adviser for a particular quarter will equal the excess of the aggregate Income-Based Fee so calculated less the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
(ii) The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fee that was paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Income-Based Fee to the Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Income-Based Fee calculated in accordance with paragraph (i) above, the Company will pay the Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Income-Based Fee calculated in accordance with paragraph (i) above, the Company will pay the Adviser the Income-Based Fee for such quarter.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company’s assets (including, for the avoidance of doubt, the value ascribed to any credit support arrangement in the Company’s financial statements even if such value is not categorized as a gain therein), whether realized or unrealized, in such period.
(iii) The Capital Gains Fee will be determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement), commencing with the calendar year ended on December 31, 2018, and is calculated at the end of each applicable year by subtracting (1) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company’s cumulative aggregate
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Notes to Unaudited Consolidated Financial Statements — (Continued)
realized capital gains, in each case calculated from August 2, 2018. If such amount is positive at the end of such year, then the Capital Gains Fee payable for such year is equal to 20% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years commencing with the calendar year ended on December 31, 2018. If such amount is negative, then there is no Capital Gains Fee payable for such year. If this Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee.
Under the Barings BDC Advisory Agreement, the “cumulative aggregate realized capital gains” are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.
The cumulative aggregate realized capital losses are calculated as the sum of the differences, if negative, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.
The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.
Under the Barings BDC Advisory Agreement, the “accreted or amortized cost basis of an investment” shall mean the accreted or amortized cost basis of such investment as reflected in the Company’s financial statements.
For the three months ended March 31, 2024, the Income-Based Fees determined in accordance with the terms of the Barings BDC Advisory Agreement were $8.2 million. For the three months ended March 31, 2023, the Income-Based Fees determined in accordance with the terms of the Second Amended Barings BDC Advisory Agreement were $9.6 million. As of March 31, 2024, the Income-Based Fee of $8.2 million was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, the Income-Based Fee of $7.7 million was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.
The Company did not incur any capital gains fees for either of the three months ended March 31, 2024 or 2023.
Payment of Company Expenses
Under the Barings BDC Advisory Agreement, all investment professionals of the Adviser and its staff, when and to the extent engaged in providing services required to be provided by the Adviser under the Barings BDC Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser and not by the Company, except that all costs and expenses relating to the Company’s operations and transactions, including, without limitation, those items listed in the Barings BDC Advisory Agreement, will be borne by the Company.
Administration Agreement
Under the terms of the Administration Agreement, the Adviser performs (or oversees, or arranges for, the performance of) the administrative services necessary for the operation of the Company, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Adviser, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Adviser also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, valuation experts, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company will reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. The costs and expenses incurred by the Adviser on behalf of the Company under the Administration Agreement include, but are not limited to:
•the allocable portion of the Adviser’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
•the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
•the actual cost of goods and services used for the Company and obtained by the Adviser from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. GAAP;
•all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
•costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statements and amendments thereto, prospectus supplements, and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
For the three months ended March 31, 2024 and March 31, 2023, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.6 million and $0.7 million, respectively, under the terms of the Administration Agreement, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. As of March 31, 2024, the administrative expenses of $0.6 million for the three months ended March 31, 2024 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. As of December 31, 2023, the administrative expenses of $0.5 million incurred for the three months ended December 31, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.
MVC Credit Support Agreement
In connection with the MVC Acquisition on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company entered into a Credit Support Agreement (the “MVC Credit Support Agreement”) with the Adviser, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. A summary of the material terms of the MVC Credit Support Agreement are as follows:
•The MVC Credit Support Agreement covers all of the investments in the MVC Reference Portfolio.
•The Adviser has an obligation to provide credit support to the Company in an amount equal to the excess of (1) the aggregate realized and unrealized losses on the MVC Reference Portfolio over (2) the aggregate realized and unrealized gains on the MVC Reference Portfolio, in each case from the date of the closing of the Company’s merger with MVC through the Designated Settlement Date (as defined below) (up to a $23.0 million cap) (such amount, the “MVC Covered Losses”). For purposes of the MVC Credit Support Agreement, “MVC Designated Settlement Date” means the earlier of (1) January 1, 2031 and (2) the date on which the entire MVC Reference Portfolio has been realized or written off. No credit support is required to be made by the Adviser to the Company under the MVC Credit Support Agreement if the aggregate realized and unrealized gains on the MVC Reference Portfolio exceed realized and unrealized losses of the MVC Reference Portfolio on the MVC Designated Settlement Date.
•The Adviser will settle any credit support obligation under the MVC Credit Support Agreement as follows. If the MVC Covered Losses are greater than $0.00, then, in satisfaction of the Adviser’s obligation set forth in the MVC Credit Support Agreement, the Adviser will irrevocably waive during the MVC Waiver Period (as defined below) (1) the Incentive Fees payable under the Barings BDC Advisory Agreement (including any Incentive Fee calculated on an annual basis during the MVC Waiver Period), and (2) in the event that MVC Covered Losses exceed such Incentive Fee, the Base Management Fees payable under the Barings BDC Advisory Agreement. The “MVC Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the MVC Designated Settlement Date occurs. If the MVC Covered Losses exceed the aggregate amount of Incentive Fees and Base Management Fees waived by the Adviser during the MVC Waiver Period, then, on the date on which the last Incentive Fee or Base Management Fee payment would otherwise be due during the MVC Waiver Period, the Adviser shall make a cash payment to the Company equal to the positive difference between the MVC Covered Losses and the aggregate amount of Incentive Fees and Base Management Fees previously waived by the Adviser during the MVC Waiver Period.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
•The MVC Credit Support Agreement and the rights of the Company thereunder shall automatically terminate if the Adviser (or an affiliate of the Adviser) ceases to serve as the investment adviser to the Company or any successor thereto, other than as a result of the voluntary termination by the Adviser of its investment advisory agreement with the Company. In the event of such a voluntary termination by the Adviser of the then-current investment advisory agreement with the Company, the Adviser will remain obligated to provide the credit support contemplated by the MVC Credit Support Agreement. In the event of a non-voluntary termination of the advisory agreement or its expiration (due to non-renewal by the Board), the Adviser will have no obligations under the MVC Credit Support Agreement.
The MVC Credit Support Agreement is intended to give stockholders of the combined company following the MVC Acquisition downside protection from net cumulative realized and unrealized losses on the acquired MVC portfolio and insulate the combined company’s stockholders from potential value volatility and losses in MVC’s portfolio following the closing of the MVC Acquisition. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with the MVC Credit Support Agreement. Any cash payment from the Adviser to the Company under the MVC Credit Support Agreement will be excluded from the Company’s Incentive Fee calculations under the Barings BDC Advisory Agreement.
When the Company and the Adviser entered into the MVC Credit Support Agreement, it was accounted for as a deemed contribution from the Adviser and was included in “Additional paid-in capital” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet. In addition, the MVC Credit Support Agreement is accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, and is included in “Credit support agreements” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
Sierra Credit Support Agreement
In connection with the Sierra Merger on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company entered into a Credit Support Agreement (the “Sierra Credit Support Agreement”) with the Adviser, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. A summary of the material terms of the Sierra Credit Support Agreement are as follows:
•The Sierra Credit Support Agreement covers all of the investments in the Sierra Reference Portfolio.
•The Adviser has an obligation to provide credit support to the Company in an amount equal to the excess of (1) the aggregate realized and unrealized losses on the Sierra Reference Portfolio less (2) the aggregate realized and unrealized gains on the Sierra Reference Portfolio, in each case from the date of the closing of the Company’s merger with Sierra through the Sierra Designated Settlement Date (as defined below) (up to a $100.0 million cap) (such amount, the “Covered Losses”). For purposes of the Sierra Credit Support Agreement, “Sierra Designated Settlement Date” means the earlier of (1) April 1, 2032 and (2) the date on which the entire Sierra Reference Portfolio has been realized or written off. No credit support is required to be made by the Adviser to the Company under the Sierra Credit Support Agreement if the aggregate realized and unrealized gains on the Sierra Reference Portfolio exceed realized and unrealized losses of the Sierra Reference Portfolio on the Sierra Designated Settlement Date.
•The Adviser will settle any credit support obligation under the Sierra Credit Support Agreement as follows. If the Covered Losses are greater than $0.00, then, in satisfaction of the Adviser’s obligation set forth in the Sierra Credit Support Agreement, the Adviser will irrevocably waive during the Waiver Period (as defined below) (1) the Incentive Fees payable under the Barings BDC Advisory Agreement (including any Incentive Fee calculated on an annual basis during the Waiver Period), and (2) in the event that Covered Losses exceed such Incentive Fee, the Base Management Fees payable under the Barings BDC Advisory Agreement. The “Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the Sierra Designated Settlement Date occurs. If the Covered Losses exceed the aggregate amount of Incentive Fees and Base Management Fees waived by the Adviser during the Waiver Period, then, on the date on which the last Incentive Fee or Base Management Fee payment would otherwise be due during the Waiver Period, the Adviser shall make a cash payment to the Company equal to the positive difference between the Covered Losses and the aggregate amount of Incentive Fees and Base Management Fees previously waived by the Adviser during the Waiver Period.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
•The Sierra Credit Support Agreement and the rights of the Company thereunder shall automatically terminate if the Adviser (or an affiliate of the Adviser) ceases to serve as the investment adviser to the Company or any successor thereto, other than as a result of the voluntary termination by the Adviser of its investment advisory agreement with the Company. In the event of such a voluntary termination by the Adviser of the then-current investment advisory agreement with the Company, the Adviser will remain obligated to provide the credit support contemplated by the Sierra Credit Support Agreement. In the event of a non-voluntary termination of the advisory agreement or its expiration (due to non-renewal by the Board), the Adviser will have no obligations under the Sierra Credit Support Agreement.
The Sierra Credit Support Agreement is intended to give stockholders of the combined company following the Sierra Merger downside protection from net cumulative realized and unrealized losses on the acquired Sierra portfolio and insulate the combined company’s stockholders from potential value volatility and losses in Sierra’s portfolio following the closing of the Company’s merger with Sierra. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with the Sierra Credit Support Agreement. Any cash payment from the Adviser to the Company under the Sierra Credit Support Agreement will be excluded from the combined company’s Incentive Fee calculations under the Barings BDC Advisory Agreement.
When the Company and the Adviser entered into the Sierra Credit Support Agreement, it was accounted for as a deemed contribution from the Adviser and was included in “Additional paid-in capital” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet. In addition, the Sierra Credit Support Agreement is accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging, and is included in “Credit support agreements” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
3. INVESTMENTS
Portfolio Composition
The Company invests predominately in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Structured product investments include collateralized loan obligations and asset-backed securities. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC-registered funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, are shown in the following tables:
($ in thousands)
Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
Percentage of Total Net Assets
March 31, 2024:
Senior debt and 1st lien notes
$
1,699,117
67
%
$
1,658,742
66
%
137
%
Subordinated debt and 2nd lien notes
260,225
10
246,902
10
21
Structured products
105,043
4
95,131
4
8
Equity shares
343,533
13
413,482
16
34
Equity warrants
129
—
2,586
—
—
Investment in joint ventures / PE fund
143,252
6
110,694
4
9
$
2,551,299
100
%
$
2,527,537
100
%
209
%
December 31, 2023:
Senior debt and 1st lien notes
$
1,705,353
67
%
$
1,670,300
67
%
140
%
Subordinated debt and 2nd lien notes
256,850
10
238,215
10
20
Structured products
107,314
4
93,038
4
8
Equity shares
320,335
13
374,704
15
31
Equity warrants
76
—
2,392
—
—
Investment in joint ventures / PE fund
145,648
6
110,066
4
9
$
2,535,576
100
%
$
2,488,715
100
%
208
%
During the three months ended March 31, 2024, the Company made 10 new investments totaling $63.5 million and made investments in existing portfolio companies totaling $78.9 million. During the three months ended March 31, 2023, the Company made 11 new investments totaling $65.8 million, made investments in existing portfolio companies totaling $33.9 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)
March 31, 2024
Percent of Portfolio
Percent of Total Net Assets
December 31, 2023
Percent of Portfolio
Percent of Total Net Assets
Aerospace and Defense
$
137,956
5.5
%
11.4
%
$
132,498
5.3
%
11.1
%
Automotive
71,897
2.9
5.9
80,828
3.3
6.7
Banking, Finance, Insurance and Real Estate
406,291
16.1
33.5
401,816
16.1
33.6
Beverage, Food and Tobacco
33,518
1.3
2.8
23,135
0.9
1.9
Capital Equipment
136,168
5.4
11.2
128,706
5.2
10.8
Chemicals, Plastics, and Rubber
40,937
1.6
3.4
35,897
1.5
3.0
Construction and Building
30,684
1.2
2.5
30,387
1.2
2.5
Consumer goods: Durable
49,236
2.0
4.1
47,074
1.9
3.9
Consumer goods: Non-durable
36,108
1.4
3.0
28,210
1.1
2.4
Containers, Packaging and Glass
37,542
1.5
3.1
37,524
1.5
3.1
Energy: Electricity
29,079
1.2
2.4
20,874
0.8
1.7
Energy: Oil and Gas
3,236
0.1
0.3
3,240
0.1
0.3
Environmental Industries
51,501
2.0
4.2
53,484
2.1
4.5
Healthcare and Pharmaceuticals
190,321
7.5
15.7
216,952
8.7
18.1
High Tech Industries
304,442
12.0
25.1
303,082
12.2
25.4
Hotel, Gaming and Leisure
55,991
2.2
4.6
54,256
2.2
4.5
Investment Funds and Vehicles
110,694
4.4
9.1
110,066
4.4
9.2
Media: Advertising, Printing and Publishing
38,931
1.5
3.2
39,447
1.6
3.3
Media: Broadcasting and Subscription
13,060
0.5
1.1
13,277
0.5
1.1
Media: Diversified and Production
65,449
2.6
5.4
64,559
2.6
5.4
Metals and Mining
9,015
0.4
0.7
8,993
0.4
0.8
Services: Business
366,291
14.5
30.2
326,762
13.2
27.3
Services: Consumer
61,307
2.4
5.1
61,409
2.5
5.1
Structured Products
104,014
4.1
8.6
102,922
4.1
8.6
Telecommunications
27,535
1.1
2.3
27,565
1.1
2.3
Transportation: Cargo
88,075
3.5
7.3
96,450
3.9
8.1
Transportation: Consumer
12,882
0.5
1.1
11,951
0.5
1.0
Utilities: Electric
15,377
0.6
1.3
22,696
0.9
1.9
Utilities: Oil and Gas
—
—
—
4,655
0.2
0.4
Total
$
2,527,537
100.0
%
208.6
%
$
2,488,715
100.0
%
208.0
%
Jocassee Partners LLC
On May 8, 2019, the Company entered into an agreement with South Carolina Retirement Systems Group Trust (“SCRS”) to create and co-manage Jocassee Partners LLC (“Jocassee”), a joint venture, which invests in a highly diversified asset mix including senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. The Company and SCRS committed to initially provide $50.0 million and $500.0 million, respectively, of equity capital to Jocassee. On June 2, 2022, the Company committed an additional $50.0 million to Jocassee. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
For both the three months ended March 31, 2024 and 2023, Jocassee declared $15.7 million in dividends, of which $1.4 million was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The total value of Jocassee’s investment portfolio was $1,253.7 million as of March 31, 2024, as compared to $1,330.5 million as of December 31, 2023. As of March 31, 2024, Jocassee’s investments had an aggregate cost of $1,303.6 million, as compared to $1,375.7 million as of December 31, 2023. As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of Jocassee’s outstanding debt investments other than non-accrual debt investments was approximately 9.9%. As of March 31, 2024 and December 31, 2023, the Jocassee investment portfolio consisted of the following investments:
($ in thousands)
Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$
1,217,642
93
%
$
1,188,239
95
%
Subordinated debt and 2nd lien notes
21,207
2
21,244
2
Equity shares
449
—
244
—
Equity warrants
—
—
468
—
Investment in joint ventures
51,339
4
30,550
2
Short-term investments
12,954
1
12,954
1
$
1,303,591
100
%
$
1,253,699
100
%
December 31, 2023:
Senior debt and 1st lien notes
$
1,284,098
93
%
$
1,260,183
95
%
Subordinated debt and 2nd lien notes
21,728
2
21,262
2
Equity shares
449
—
268
—
Equity warrants
—
—
467
—
Investment in joint ventures
54,563
4
33,450
2
Short-term investments
14,896
1
14,896
1
$
1,375,734
100
%
$
1,330,526
100
%
84
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The industry composition of Jocassee’s investments at fair value at March 31, 2024 and December 31, 2023, excluding short-term investments, was as follows:
($ in thousands)
March 31, 2024
December 31, 2023
Aerospace and Defense
$
85,020
6.8
%
$
82,200
6.3
%
Automotive
14,460
1.2
26,087
2.0
Banking, Finance, Insurance and Real Estate
121,466
9.8
121,798
9.3
Beverage, Food and Tobacco
29,561
2.4
30,637
2.3
Capital Equipment
14,466
1.2
17,986
1.4
Chemicals, Plastics, and Rubber
39,054
3.1
37,030
2.8
Construction and Building
19,052
1.5
16,942
1.3
Consumer goods: Durable
24,608
2.0
26,412
2.0
Consumer goods: Non-durable
21,383
1.7
21,850
1.7
Containers, Packaging and Glass
27,983
2.3
26,829
2.0
Energy: Electricity
21,150
1.7
20,250
1.5
Energy: Oil and Gas
8,751
0.7
6,724
0.5
Environmental Industries
5,749
0.5
6,986
0.5
Forest Products & Paper
3,601
0.3
3,605
0.3
Healthcare and Pharmaceuticals
127,058
10.2
141,070
10.7
High Tech Industries
161,353
13.0
174,572
13.3
Hotel, Gaming and Leisure
19,691
1.6
22,834
1.7
Investment Funds and Vehicles
30,550
2.5
33,450
2.5
Media: Advertising, Printing and Publishing
11,819
1.0
12,081
0.9
Media: Broadcasting and Subscription
22,596
1.8
31,201
2.4
Media: Diversified and Production
34,354
2.8
34,391
2.6
Metals and Mining
4,870
0.4
3,863
0.3
Retail
12,974
1.0
13,141
1.0
Services: Business
217,010
17.5
222,610
16.9
Services: Consumer
59,055
4.7
58,632
4.5
Telecommunications
35,894
2.9
36,027
2.7
Transportation: Cargo
46,477
3.7
57,575
4.4
Transportation: Consumer
13,682
1.1
12,613
1.0
Utilities: Electric
7,058
0.6
9,396
0.7
Utilities: Oil and Gas
—
—
6,838
0.5
Total
$
1,240,745
100.0
%
$
1,315,630
100.0
%
85
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of Jocassee’s investments at fair value at March 31, 2024 and December 31, 2023, excluding short-term investments, was as follows:
($ in thousands)
March 31, 2024
December 31, 2023
Australia
$
25,432
2.0
%
$
26,291
2.0
%
Austria
5,940
0.5
6,026
0.5
Belgium
20,564
1.7
20,379
1.5
Canada
1,895
0.2
3,998
0.3
Denmark
538
—
1,082
0.1
Finland
—
—
2,207
0.2
France
133,970
10.8
137,072
10.4
Germany
49,125
4.0
50,672
3.9
Hong Kong
14,570
1.2
14,162
1.1
Ireland
7,248
0.6
7,445
0.6
Luxembourg
1,803
0.1
1,839
0.1
Netherlands
41,631
3.4
41,260
3.1
Panama
1,456
0.1
1,466
0.1
Singapore
4,990
0.4
4,980
0.4
Spain
4,681
0.4
4,777
0.4
Sweden
3,950
0.3
4,519
0.3
Switzerland
585
—
592
—
United Kingdom
120,445
9.7
120,398
9.2
USA
801,922
64.6
866,465
65.8
Total
$
1,240,745
100.0
%
$
1,315,630
100.0
%
Jocassee’s subscription facility with Bank of America N.A., which is non-recourse to the Company, had approximately $176.0 million and $177.7 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Jocassee’s credit facility with Citibank, N.A., which is non-recourse to the Company, had approximately $356.0 million and $398.2 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Jocassee’s term debt securitization, which is non-recourse to the Company, had approximately $323.6 million and $323.5 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company may sell portions of its investments via assignment to Jocassee. Since inception, as of both March 31, 2024 and December 31, 2023, the Company had sold $1,036.1 million of its investments to Jocassee. As of both March 31, 2024 and December 31, 2023, the Company had nil in unsettled receivables due from Jocassee that were included in “Receivable from unsettled transactions” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing, for treatment as a sale and satisfies the following conditions:
•assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
•each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
•the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
The Company has determined that Jocassee is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Jocassee as it is not a substantially wholly owned investment company subsidiary.
86
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
In addition, Jocassee is not an operating company and the Company does not control Jocassee due to the allocation of voting rights among Jocassee members.
As of March 31, 2024 and December 31, 2023, Jocassee had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
March 31, 2024
As of December 31, 2023
Total contributed capital by Barings BDC, Inc.
$
35,000
$
35,000
Total contributed capital by all members
$
385,000
$
385,000
Total unfunded commitments by Barings BDC, Inc.
$
65,000
$
65,000
Total unfunded commitments by all members
$
215,000
$
215,000
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On May 13, 2020, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $75.0 million of equity capital to Thompson Rivers, all of which has been funded as of March 31, 2024. As of March 31, 2024, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the three months ended March 31, 2024 and 2023, Thompson Rivers declared $15.0 million and $57.0 million in dividends, respectively, of which nil was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations. In addition, for the three months ended March 31, 2024 and 2023, the Company recognized $2.4 million and $9.1 million, respectively, of the dividends as a return of capital.
As of March 31, 2024, Thompson Rivers had $307.7 million in Ginnie Mae early buyout loans and $7.7 million in cash. As of December 31, 2023, Thompson Rivers had $366.7 million in Ginnie Mae early buyout loans and $7.1 million in cash. As of March 31, 2024, Thompson Rivers had 1,974 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2023, Thompson Rivers had 2,305 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of March 31, 2024 and December 31, 2023, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands)
Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
March 31, 2024:
Federal Housing Administration (“FHA”) loans
$
306,491
93
%
$
287,390
93
%
Veterans Affairs (“VA”) loans
21,604
7
%
20,295
7
%
$
328,095
100
%
$
307,685
100
%
December 31, 2023:
Federal Housing Administration (“FHA”) loans
$
360,847
93
%
$
342,240
93
%
Veterans Affairs (“VA”) loans
25,810
7
%
24,491
7
%
$
386,657
100
%
$
366,731
100
%
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $70.2 million and $83.5 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $144.1 million and $170.8 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $45.1 million and $50.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
87
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of March 31, 2024 and December 31, 2023, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
March 31, 2024
As of December 31, 2023
Total contributed capital by Barings BDC, Inc. (1)
$
79,411
$
79,411
Total contributed capital by all members (2)
$
482,083
$
482,083
Total unfunded commitments by Barings BDC, Inc.
$
—
$
—
Total unfunded commitments by all members
$
—
$
—
(1)Includes $4.4 million of dividend re-investments.
(2)Includes dividend re-investments of $32.1 million of total contributed capital by related parties.
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On February 8, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded (including approximately $5.3 million of recallable return of capital) as of March 31, 2024. As of March 31, 2024, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, all of which has been funded (including $14.0 million of recallable return of capital).
For the three months ended March 31, 2024 and 2023, Waccamaw River declared nil and $3.6 million in dividends, respectively, of which nil and $0.7 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
As of March 31, 2024, Waccamaw River had $154.9 million in unsecured consumer loans and $7.2 million in cash. As of December 31, 2023, Waccamaw River had $182.3 million in unsecured consumer loans and $6.6 million in cash. As of March 31, 2024, Waccamaw River had 19,291 outstanding loans with an average loan size of $9,764, remaining average life to maturity of 38.2 months and weighted average interest rate of 12.8%. As of December 31, 2023, Waccamaw River had 21,435 outstanding loans with an average loan size of $10,338, remaining average life to maturity of 40.0 months and weighted average interest rate of 12.7%.
Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $55.9 million and $71.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $38.0 million and $51.3 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
The Company has determined that Waccamaw River is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
88
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024 and December 31, 2023, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands)
As of
March 31, 2024
As of
December 31, 2023
Total contributed capital by Barings BDC, Inc.
$
30,280
$
30,280
Total contributed capital by all members (1)
$
139,020
$
139,020
Total unfunded commitments by Barings BDC, Inc.
$
—
$
—
Total unfunded commitments by all members
$
—
$
—
(1)Includes $82.0 million of total contributed capital by related parties as of both March 31, 2024 and December 31, 2023.
Sierra Senior Loan Strategy JV I LLC
On February 25, 2022, as part of the Sierra Merger, the Company purchased its interest in Sierra Senior Loan Strategy JV I LLC (“Sierra JV”). The Company and MassMutual Ascend Life Insurance Company (“MMALIC”), a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, are the members of Sierra JV, a joint venture formed as a Delaware limited liability company and commenced operations on July 15, 2015. Sierra JV’s investment objective is to generate current income and capital appreciation by investing primarily in the debt of privately-held middle market companies with a focus on senior secured first lien term loans. The members of Sierra JV make capital contributions as investments by Sierra JV are completed, and all portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV’s board of managers, which is comprised of four members, two of whom are selected by the Company and the other two are selected by MMALIC. Approval of Sierra JV’s board of managers requires the unanimous approval of a quorum of the board of managers, with a quorum consisting of equal representation of members appointed by each of the Company and MMALIC.
As of March 31, 2024, Sierra JV had total capital commitments of $124.5 million with the Company committing $110.1 million and MMALIC committing $14.5 million. The Company had fully funded its $110.1 million commitment and total commitments of $124.5 million were fully funded as of March 31, 2024.
For the three months ended March 31, 2024 and 2023, Sierra JV declared $0.5 million and $1.4 million in dividends, respectively, of which $0.4 million and $1.2 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statements of Operations.
The Company has determined that Sierra JV is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Sierra JV as it is not a substantially wholly owned investment company subsidiary. In addition, Sierra JV is not an operating company the Company does not control Sierra JV due to the allocation of voting rights among Sierra JV members.
The total value of Sierra JV’s investment portfolio was $50.4 million as of March 31, 2024, as compared to $79.6 million, as of December 31, 2023. As of March 31, 2024, Sierra JV’s investments had an aggregate cost $51.3 million, as compared to $85.3 million as of December 31, 2023. As of both March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of Sierra JV’s outstanding debt investments was approximately 10.1%. As of March 31, 2024 and December 31, 2023, the Sierra JV investment portfolio consisted of the following investments:
($ in thousands)
Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$
51,269
100
%
$
50,361
100
%
$
51,269
100
%
$
50,361
100
%
December 31, 2023:
Senior debt and 1st lien notes
$
85,304
100
%
$
79,599
100
%
$
85,304
100
%
$
79,599
100
%
89
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The industry composition of Sierra JV’s investments at fair value at March 31, 2024 and December 31, 2023 was as follows:
($ in thousands)
March 31, 2024
December 31, 2023
Automotive
$
2,730
5.4
%
$
2,463
3.1
%
Banking, Finance, Insurance and Real Estate
—
—
254
0.3
Beverage, Food and Tobacco
3,747
7.4
3,172
4.0
Capital Equipment
—
—
5,271
6.6
Chemicals, Plastics, and Rubber
3,014
6.0
2,942
3.7
Construction and Building
—
—
1,867
2.4
Consumer goods: Durable
1,064
2.1
1,042
1.3
Environmental Industries
3,769
7.5
3,487
4.4
Healthcare and Pharmaceuticals
8,578
17.0
12,880
16.2
High Tech Industries
10,153
20.2
14,661
18.4
Retail
6,219
12.4
6,255
7.9
Services: Business
4,799
9.5
6,798
8.5
Services: Consumer
—
—
8,525
10.7
Transportation: Cargo
6,288
12.5
6,296
7.9
Transportation: Consumer
—
—
3,686
4.6
Total
$
50,361
100.0
%
$
79,599
100.0
%
Sierra JV’s revolving credit facility with Wells Fargo Bank, N.A., which is non-recourse to the Company, had approximately $23.0 million and $45.0 million outstanding as of March 31, 2024 and December 31, 2023, respectively.
Eclipse Business Capital Holdings LLC
On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $89.8 million, a second lien senior secured loan of $4.5 million and unfunded revolver of $13.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $22.7 million. As of March 31, 2024 and December 31, 2023, $5.9 million and $5.5 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.
The Company has determined that Eclipse is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
90
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Rocade Holdings LLC
On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $45.0 million, alongside other related party affiliates and made additional investments thereafter during the fiscal year ended December 31, 2023 of $22.5 million. The total equity invested in Rocade as of March 31, 2024 was $67.5 million (excluding preferred dividends) and the Company had $17.5 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.
The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Adviser conducts the valuation of the Company’s investments, upon which the Company’s NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company’s current valuation policy and processes were established by the Adviser and were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ
91
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using the NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of March 31, 2024 and December 31, 2023. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2024:
($ in thousands)
Fair Value
Valuation Model
Level 3 Input
Range of Inputs
Weighted Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$
1,340,742
Yield Analysis
Market Yield
6.1% – 27.0%
11.3%
Decrease
42,618
Market Approach
Adjusted EBITDA Multiple
0.9x – 12.5x
7.4x
Increase
190,551
Recent Transaction
Transaction Price
95.6% – 100.0%
98.0%
Increase
Subordinated debt and 2nd lien notes(2)
171,135
Yield Analysis
Market Yield
9.0% – 17.7%
13.2%
Decrease
48,627
Market Approach
Adjusted EBITDA Multiple
5.0x – 11.0x
7.0x
Increase
1,875
Recent Transaction
Transaction Price
100.0%
100.0%
Increase
Structured products(3)
32,112
Yield Analysis
Market Yield
9.0% – 10.3%
9.6%
Decrease
Equity shares(4)
23,191
Yield Analysis
Market Yield
10.5% – 14.2%
12.5%
Decrease
342,771
Market Approach
Adjusted EBITDA Multiple
4.5x – 27.5x
10.2x
Increase
1,762
Market Approach
Revenue Multiple
6.0x – 9.3x
6.7x
Increase
16,055
Discounted Cash Flow Analysis
Discount Rate
14.5%
14.5%
Decrease
3,535
Net Asset Approach
Liabilities
$(64,894.6)
$(64,894.6)
Decrease
3
Expected Recovery
Expected Recovery
$2.5
$2.5
Increase
1,130
Recent Transaction
Transaction Price
$0.00 – $1,037.50
$440.33
Increase
Equity warrants
2,506
Market Approach
Adjusted EBITDA Multiple
6.3x – 12.5x
7.5x
Increase
3
Expected Recovery
Expected Recovery
$3.0
$3.0
Increase
(1)Excludes investments with an aggregate fair value amounting to $21,506, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $10,571, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $13,097, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Excludes investments with an aggregate fair value amounting to $2,669, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended March 31, 2024, one equity position with a fair value of $14.2 million transitioned from a market approach to a yield analysis valuation model. In addition, two senior debt and first lien note positions with a fair value of $16.0 million transitioned from a yield analysis to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
December 31, 2023:
($ in thousands)
Fair Value
Valuation Model
Level 3 Input
Range of Inputs
Weighted Average
Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)
$
1,399,907
Yield Analysis
Market Yield
7.8% – 19.6%
11.7%
Decrease
32,150
Market Approach
Adjusted EBITDA Multiple
1.10x – 12.5x
3.7x
Increase
136,594
Recent Transaction
Transaction Price
95.0% – 100.0%
97.9%
Increase
Subordinated debt and 2nd lien notes(2)
167,250
Yield Analysis
Market Yield
8.5% – 18.9%
13.5%
Decrease
39,826
Market Approach
Adjusted EBITDA Multiple
7.0x – 12.3x
8.2x
Increase
5,875
Recent Transaction
Transaction Price
98.0% – 100.0%
99.3%
Increase
Structured products(3)
30,529
Yield Analysis
Market Yield
9.2% – 10.3%
9.7%
Decrease
Equity shares(4)
8,788
Yield Analysis
Market Yield
14.6%
14.6%
Decrease
328,210
Market Approach
Adjusted EBITDA Multiple
4.5x – 30.0x
10.6x
Increase
1,771
Market Approach
Revenue Multiple
6.5x – 9.5x
6.9x
Increase
12,159
Discounted Cash Flow Analysis
Discount Rate
14.2%
14.2%
Decrease
3,196
Net Asset Approach
Liabilities
$(55,281.8)
$(55,281.8)
Decrease
3
Expected Recovery
Expected Recovery
$2.5
$2.5
Increase
12,947
Recent Transaction
Transaction Price
$1.00 – $10.00
$9.5
Increase
Equity warrants
2,389
Market Approach
Adjusted EBITDA Multiple
6.3x – 12.5x
7.3x
Increase
3
Expected Recovery
Expected Recovery
$3.0
$3.0
Increase
(1)Excludes investments with an aggregate fair value amounting to $25,146, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2)Excludes investments with an aggregate fair value amounting to $10,847, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3)Excludes investments with an aggregate fair value amounting to $12,443, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4)Excludes investments with an aggregate fair value amounting to $7,498, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
During the year ended December 31, 2023, one equity position with a fair value of $5.3 million and six senior debt and first lien note positions with a fair value of $20.0 million transitioned from a yield analysis to a market approach valuation model. In addition, one senior debt and first lien note position with a fair value of $9.9 million and one structured product position with a fair value of $3.3 million transitioned from a discounted cash flow analysis to a broker quote valuation model. Lastly, one equity position with a fair value of nil transitioned from an expected recovery to a market approach valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company’s investment portfolio at fair value as of March 31, 2024 and December 31, 2023, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
Fair Value as of March 31, 2024
($ in thousands)
Level 1
Level 2
Level 3
Total
Senior debt and 1st lien notes
$
—
$
63,325
$
1,595,417
$
1,658,742
Subordinated debt and 2nd lien notes
—
14,694
232,208
246,902
Structured products
—
49,922
45,209
95,131
Equity shares
16,985
5,381
391,116
413,482
Equity warrants
77
—
2,509
2,586
Investments subject to leveling
$
17,062
$
133,322
$
2,266,459
$
2,416,843
Investment in joint ventures / PE fund (1)
110,694
$
2,527,537
Fair Value as of December 31, 2023
($ in thousands)
Level 1
Level 2
Level 3
Total
Senior debt and 1st lien notes
$
—
$
76,503
$
1,593,797
$
1,670,300
Subordinated debt and 2nd lien notes
—
14,417
223,798
238,215
Structured products
—
50,066
42,972
93,038
Equity shares
132
—
374,572
374,704
Equity warrants
—
—
2,392
2,392
Investments subject to leveling
$
132
$
140,986
$
2,237,531
$
2,378,649
Investment in joint ventures / PE fund (1)
110,066
$
2,488,715
(1)The Company’s investments in Jocassee, Sierra JV, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
95
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2024 and 2023:
Three Months Ended
March 31, 2024:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured Products
Equity Shares
Equity Warrants
Total
Fair value, beginning of period
$
1,593,797
$
223,798
$
42,972
$
374,572
$
2,392
$
2,237,531
New investments
117,843
18,330
49
4,831
—
141,053
Investment restructuring
(22,249)
—
—
—
—
(22,249)
Transfers into (out of) Level 3, net
(2,596)
—
—
(4,829)
—
(7,425)
Proceeds from sales of investments
(187)
—
—
—
—
(187)
Loan origination fees received
(2,238)
(281)
—
—
—
(2,519)
Principal repayments received
(78,200)
(11,091)
(357)
—
—
(89,648)
Payment-in-kind interest/dividends
921
1,363
—
2,062
—
4,346
Accretion of loan premium/discount
134
27
—
—
—
161
Accretion of deferred loan origination revenue
2,266
133
—
—
—
2,399
Realized gain (loss)
(7,528)
(5,107)
(6)
—
—
(12,641)
Unrealized appreciation (depreciation)
(6,546)
5,036
2,551
14,480
117
15,638
Fair value, end of period
$
1,595,417
$
232,208
$
45,209
$
391,116
$
2,509
$
2,266,459
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated Debt and 2nd Lien Notes
Structured Products
Equity Shares
Equity Warrants
Total
Fair value, beginning of period
$
1,591,356
$
234,214
$
17,827
$
283,067
$
1,057
$
2,127,521
New investments
86,805
769
9,382
46,758
—
143,714
Transfers into (out of) Level 3, net
(9,898)
—
—
—
—
(9,898)
Proceeds from sales of investments
(326)
—
—
(4,200)
—
(4,526)
Loan origination fees received
(2,397)
(23)
—
—
—
(2,420)
Principal repayments received
(25,486)
(11,575)
(367)
—
—
(37,428)
Payment-in-kind interest/dividends
1,170
2,449
—
—
—
3,619
Accretion of loan premium/discount
132
41
—
—
—
173
Accretion of deferred loan origination revenue
1,787
161
—
—
—
1,948
Realized gain (loss)
(274)
5
—
953
—
684
Unrealized appreciation (depreciation)
7,492
(307)
(726)
2,406
(1)
8,864
Fair value, end of period
$
1,650,361
$
225,734
$
26,116
$
328,984
$
1,056
$
2,232,251
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $4.2 million during the three months ended March 31, 2024 was related to portfolio company investments that were still held by the Company as of March 31, 2024. Pre-tax net unrealized appreciation on Level 3 investments of $9.6 million during the three months ended March 31, 2023 was related to portfolio company investments that were still held by the Company as of March 31, 2023.
During the three months ended March 31, 2024, the Company made investments of approximately $105.3 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2024, the Company made investments of $37.0 million in portfolio companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2023, the Company made investments of approximately $128.0 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2023, the Company made investments of $16.7 million in portfolio companies to which it was previously committed to provide such financing.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchases and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, “Affiliate Investments” that are not otherwise “Control Investments” are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
Cash and Foreign Currencies
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of March 31, 2024 and December 31, 2023, the Company had six and four portfolio companies, respectively, with investments that were on non-accrual. As of March 31, 2024, the six portfolio companies on non-accrual included one portfolio company purchased as part of the Sierra Merger, one purchased as part of the MVC Acquisition and four portfolio companies originated by Barings. As of December 31, 2023, the four portfolio companies on non-accrual included one portfolio company purchased as part of the Sierra Merger, one purchased as part of the MVC Acquisition and two portfolio companies originated by Barings.
Interest income from investments in the equity class of a collateralized loan obligation (“CLO”) security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company monitors the expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and covenant waiver fees and amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 2024 and 2023 was as follows:
Three Months Ended
Three Months Ended
($ in thousands)
March 31, 2024
March 31, 2023
Recurring Fee Income:
Amortization of loan origination fees
$
1,685
$
1,672
Management, valuation and other fees
445
593
Total Recurring Fee Income
2,130
2,265
Non-Recurring Fee Income:
Prepayment fees
1
—
Acceleration of unamortized loan origination fees
734
345
Advisory, loan amendment and other fees
609
690
Total Non-Recurring Fee Income
1,344
1,035
Total Fee Income
$
3,474
$
3,300
General and Administrative Expenses
General and administrative expenses include administrative costs, facilities costs, insurance, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating as a publicly-traded company.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Concentration of Credit Risk
As of March 31, 2024 and December 31, 2023, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2024 and December 31, 2023, the Company’s largest single portfolio company investment represented approximately 6.1% and 6.3%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
As of March 31, 2024, all of the Company’s assets were or will be pledged as collateral for the February 2019 Credit Facility.
Financial and Derivative Instruments
Pursuant to ASC 815, Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Unaudited Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Unaudited Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Investments Denominated in Foreign Currencies
As of March 31, 2024, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 11 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, 69 investments that were denominated in Euros and 28 investments that were denominated in British pounds sterling. As of December 31, 2023, the Company held two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 11 investments that were denominated in Australian dollars, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian kroner, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish kronor, 67 investments that were denominated in Euros and 28 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rate fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Unaudited Consolidated Statements of Operations.
In addition, during both the three months ended March 31, 2024 and March 31, 2023, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - forward currency contracts” in the Company’s Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the three months ended March 31, 2024 and 2023, the Company recorded net expenses of $0.3 million and $0.2 million, respectively, for U.S. federal excise tax.
Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2020-2022), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
For federal income tax purposes, the cost of investments owned as of March 31, 2024 and December 31, 2023 was approximately $2,551.3 million and $2,534.4 million, respectively. As of March 31, 2024, net unrealized depreciation on the Company’s investments (tax basis) was approximately $3.7 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $146.5 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $150.1 million. As of December 31, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $38.5 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $124.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $163.3 million.
In addition, the Company has wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), which hold certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiaries, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, their income is taxed to the Taxable Subsidiaries and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expense or benefit as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio
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Notes to Unaudited Consolidated Financial Statements — (Continued)
investments held by the Taxable Subsidiaries (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiaries) is reflected net of applicable federal and state income taxes, if any, in the Company’s Unaudited Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Prepaid expenses and other assets” in the Company’s Unaudited and Audited Consolidated Balance Sheets.
As of March 31, 2024, the Company had a deferred tax asset of $10.0 million pertaining to operating losses and tax basis differences related to certain partnership interests. As of December 31, 2023, the Company had a deferred tax asset of $9.9 million pertaining to operating losses and tax basis differences related to certain partnership interests. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of March 31, 2024 and December 31, 2023, given the losses generated by the entity, the deferred tax assets have been offset by a valuation allowance of $8.0 million and $7.9 million, respectively. The Company concluded that the remaining deferred tax assets will more likely than not be realized, though this is not assured, and as such no valuation allowance has been provided on these assets.
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2024 and December 31, 2023:
Issuance Date ($ in thousands)
Maturity Date
Interest Rate as of March 31, 2024
March 31, 2024
December 31, 2023
Credit Facilities:
February 21, 2019
February 21, 2026
6.903%
$
440,352
$
719,914
Total Credit Facilities
$
440,352
$
719,914
Notes:
September 24, 2020 - August 2025 Notes
August 4, 2025
4.660%
$
25,000
$
25,000
September 29, 2020 - August 2025 Notes
August 4, 2025
4.660%
25,000
25,000
November 5, 2020 - Series B Notes
November 4, 2025
4.250%
62,500
62,500
November 5, 2020 - Series C Notes
November 4, 2027
4.750%
112,500
112,500
February 25, 2021 Series D Notes
February 26, 2026
3.410%
80,000
80,000
February 25, 2021 Series E Notes
February 26, 2028
4.060%
70,000
70,000
November 23, 2021 - November 2026 Notes
November 23, 2026
3.300%
350,000
350,000
February 12, 2024 - February 2029 Notes (1)
February 15, 2029
7.000%
296,767
—
(Less: Deferred financing fees)
(10,956)
(4,417)
Total Notes
$
1,010,811
$
720,583
(1) Inclusive of change in fair market value of effective hedge.
February 2019 Credit Facility
The Company has entered into the February 2019 Credit Facility with ING, as administrative agent, and the lenders party thereto. The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4, 2021, the Company increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “November 2021 Amendment”). Effective February 25, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendment”). Effective on April 1, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $1,065.0 million from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants (the “April 2022 Amendment”). The Company can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of the Company’s assets and guaranteed by certain subsidiaries of the Company. Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as the Company maintains an investment grade credit rating) or (ii) the term SOFR plus 2.25% (or 2.00% for so long as the Company maintains an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if the Company no longer maintains an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if the Company no longer maintains an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.
In addition, the Company pays a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, the Company incurred financing fees of approximately $6.4 million, which will be amortized over the remaining life of the February 2019 Credit Facility. In connection with the November 2021 Amendment, the February 2022 Amendment, the April 2022 Amendment and the May 2023 Amendment, the Company incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
The February 2019 Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders’ equity, (ii) maintaining minimum obligors’ net worth, (iii) maintaining a minimum asset coverage ratio, (iv) meeting a minimum liquidity test and (v) maintaining the Company’s status as a regulated investment company and as a business development company. The February 2019 Credit Facility also contains customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect. The February 2019 Credit Facility also permits the administrative agent to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions. As of March 31, 2024, the Company was in compliance with all covenants under the February 2019 Credit Facility.
As of March 31, 2024, the Company had U.S. dollar borrowings of $214.0 million outstanding under the February 2019 Credit Facility with a weighted average interest rate of 7.420% (one month SOFR of 5.320%), borrowings denominated in Swedish kronor of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 6.063% (one month STIBOR of 4.063%), borrowings denominated in British pounds sterling of £66.6 million ($84.1 million U.S. dollars) with an interest rate of 7.221% (one month SONIA of 5.189%) and borrowings denominated in Euros of €130.6 million ($141.0 million U.S. dollars) with an interest rate of 5.938% (one month EURIBOR of 3.938%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Unaudited Consolidated Statements of Operations.
As of December 31, 2023, the Company had U.S. dollar borrowings of $489.5 million outstanding under the February 2019 Credit Facility with an interest rate of 7.428% (one month SOFR of 5.328%), borrowings denominated in Swedish kronor of 12.8kr million ($1.3 million U.S. dollars) with an interest rate of 6.063% (one month STIBOR of 4.063%), borrowings denominated in British pounds sterling of £66.6 million ($84.9 million U.S. dollars) with an interest rate of 7.220% (one month SONIA of 5.220%) and borrowings denominated in Euros of €130.6 million ($144.3 million U.S. dollars) with an interest rate of 5.875% (one month EURIBOR of 3.875%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
As of March 31, 2024 and December 31, 2023, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $440.4 million and $719.9 million, respectively. The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
August 2025 Notes
On August 3, 2020, the Company entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, the Company is obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, the Company may redeem the August 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of March 31, 2024, the Company was in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair value of the outstanding August 2025 Notes was $48.5 million and $47.8 million, respectively. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020. The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, the Company is obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, the Company may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before
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Notes to Unaudited Consolidated Financial Statements — (Continued)
May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of March 31, 2024, the Company was in compliance with all covenants under the November 2020 NPA.
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair value of the outstanding Series B Notes was $59.5 million and $59.3 million, respectively. As of March 31, 2024 and December 31, 2023, the fair value of the outstanding Series C Notes was $103.5 million and $102.5 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, the Company is obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company’s general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement , including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of March 31, 2024, the Company was in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024 and December 31, 2023, the fair value of the outstanding Series D Notes was $74.9 million and $73.4 million, respectively. As of March 31, 2024 and December 31, 2023, the fair value of the outstanding Series E Notes was $62.7 million and $61.2 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, the Company and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association, the “Trustee”) entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “November 2026 Notes Indenture”). The First Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).
The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the November 2026 Notes Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The November 2026 Notes Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These covenants are subject to important limitations and exceptions that are described in the November 2026 Notes Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the November 2026 Notes Indenture, the Company will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, the Company entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, the Company filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2024 and December 31, 2023, the fair value of the outstanding November 2026 Notes was $313.6 million and $311.4 million, respectively. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February 2029 Notes
On February 7, 2024, the Company entered into an underwriting agreement among the Company, Barings LLC, and Wells Fargo Securities, LLC, SMBC Nikko Securities America, Inc., BMO Capital Markets Corp., and Fifth Third Securities, Inc., in connection with the issuance and sale of $300 million in aggregate principal amount of the Company’s 7.000% senior unsecured notes due February 15, 2029 (the “February 2029 Notes”). The February 2029 Notes offering closed on February 12, 2024 and the February 2029 Notes were issued under a Second Supplemental Indenture, dated February 12, 2024, between the Company and the Trustee, to the Base Indenture (the “Second Supplemental Indenture,” and together with the Base Indenture, the “February 2029 Notes Indenture”).
The February 2029 Notes will mature on February 15, 2029 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the February 2029 Notes Indenture. The February 2029 Notes bear interest at a rate of 7.000% per year payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2024. The February 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the February 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The February 2029 Notes Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements (but giving effect to exemptive relief granted to the Company by the SEC), and to provide financial information to the holders of the February 2029 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the February 2029 Notes Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the February 2029 Notes Indenture, the Company may be required by the holders of the February 2029 Notes to make an offer to purchase the outstanding February 2029 Notes at a price equal to 100% of the principal amount of such February 2029 Notes plus accrued and unpaid interest to the repurchase date.
The net proceeds received by the Company in connection with the February 2029 Notes offering were approximately $292.9 million, after deducting the underwriting discounts and estimated offering expenses payable by the Company.
As of March 31, 2024, the fair value of the outstanding February 2029 Notes was $297.4 million. The fair value determinations of the February 2029 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the February 2029 Notes, on February 12, 2024, the Company entered into a $300.0 million notional value interest rate swap. The Company receives a fixed rate interest at 7.00% paid semi-annually and pays semi-annually based on a compounded daily rate of SOFR plus 3.14750%. The swap transaction matures on February 15, 2029. The interest expense related to the February 2029 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $(3.2) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the February 2029 Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
106
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
6. DERIVATIVE INSTRUMENTS
MVC Credit Support Agreement
In connection with the MVC Acquisition on December 23, 2020, promptly following the closing of the Company’s merger with MVC, the Company and the Adviser entered into the MVC Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. See “Note 2. Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement. Net unrealized appreciation or depreciation on the MVC Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the MVC Credit Support Agreement as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
Description
($ in thousands)
Counterparty
Settlement Date
Notional Amount
Value
Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement
Barings LLC
01/01/31
$
23,000
$
16,050
$
2,450
Total MVC Credit Support Agreement
$
2,450
As of December 31, 2023
Description
($ in thousands)
Counterparty
Settlement Date
Notional Amount
Value
Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement
Barings LLC
01/01/31
$
23,000
$
17,300
$
3,700
Total MVC Credit Support Agreement
$
3,700
As of March 31, 2024 and December 31, 2023, the fair value of the MVC Credit Support Agreement was $16.1 million and $17.3 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the MVC Credit Support Agreement was determined based on an income approach, with the primary inputs being the discount rate and the expected time until an exit event for each portfolio company in the MVC Reference Portfolio, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 MVC Credit Support Agreement as of March 31, 2024 and December 31, 2023. The average range of unobservable inputs is based on fair value of the MVC Credit Support Agreement.
March 31, 2024:
($ in thousands)
Fair Value
Valuation Model
Level 3 Input
Range of Inputs
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement
$
16,050
Income Approach
Discount Rate
6.7% - 7.7%
7.2%
Decrease
Time Until Exit (years)
2.3 - 5.3
3.8
Decrease
December 31, 2023:
($ in thousands)
Fair Value
Valuation Model
Level 3 Input
Range of Inputs
Average
Impact to Valuation from an Increase in Input
MVC Credit Support Agreement
$
17,300
Income Approach
Discount Rate
6.7% - 7.7%
7.2%
Decrease
Time Until Exit (years)
2.3 - 5.3
3.8
Decrease
Sierra Credit Support Agreement
In connection with the Sierra Merger on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company and the Adviser entered into the Sierra Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2. Agreements and Related
107
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Party Transactions” for additional information regarding the Sierra Credit Support Agreement. Net unrealized appreciation or depreciation on the Sierra Credit Support Agreement is included in “Net unrealized appreciation (depreciation) - credit support agreements” in the Company’s Unaudited Consolidated Statements of Operations.
The following tables present the fair value and aggregate unrealized appreciation (depreciation) of the Sierra Credit Support Agreement as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
Description
($ in thousands)
Counterparty
Settlement Date
Notional Amount
Value
Unrealized Appreciation (Depreciation)
Sierra Credit Support Agreement
Barings LLC
04/01/32
$
100,000
$
35,400
$
(9,000)
Total Sierra Credit Support Agreement
$
(9,000)
As of December 31, 2023
Description
($ in thousands)
Counterparty
Settlement Date
Notional Amount
Value
Unrealized Appreciation (Depreciation)
Sierra Credit Support Agreement
Barings LLC
04/01/32
$
100,000
$
40,500
$
(3,900)
Total Sierra Credit Support Agreement
$
(3,900)
As of March 31, 2024 and December 31, 2023, the fair value of the Sierra Credit Support Agreement was $35.4 million and $40.5 million, respectively, and is included in “Credit support agreements” in the accompanying Unaudited and Audited Consolidated Balance Sheets. The fair value of the Sierra Credit Support Agreement was determined based on a simulation analysis, with the primary inputs being the enterprise value, a measure of expected asset volatility, the expected time until an exit event for each portfolio company in the Sierra Reference Portfolio, the Discount Rate and the Recovery Rate, which are all Level 3 inputs.
The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 Sierra Credit Support Agreement as of March 31, 2024 and December 31, 2023. The average range of unobservable inputs is based on fair value of the Sierra Credit Support Agreement.
March 31, 2024:
($ in thousands)
Fair Value
Valuation Model
Level 3 Input
Range of Inputs
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement
$
35,400
Simulation Analysis
Enterprise/Equity Value
$18 - $168,600
$84,308
Decrease
Asset Volatility
35.0% - 50.0%
42.5%
Increase
Time Until Exit (years)
0.0 - 7.8
3.9
Decrease
Discount Rate
7.2%
7.2%
Decrease
Recovery Rate
0.0% - 70.0%
35.0%
Increase
December 31, 2023:
($ in thousands)
Fair Value
Valuation Model
Level 3 Input
Range of Inputs
Average
Impact to Valuation from an Increase in Input
Sierra Credit Support Agreement
$
40,500
Simulation Analysis
Enterprise/Equity Value
$91 - $159,700
$79,900
Decrease
Asset Volatility
35.0% - 50.0%
42.5%
Increase
Time Until Exit (years)
0.0 - 8.1
4.1
Decrease
Discount Rate
5.7%
5.7%
Decrease
Recovery Rate
0.0% - 70.0%
35.0%
Increase
108
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Foreign Currency Forward Contracts
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.
The following tables present the Company’s foreign currency forward contracts as of March 31, 2024 and December 31, 2023:
As of March 31, 2024
Description
($ in thousands)
Notional Amount to be Purchased
Notional Amount to be Sold
Maturity Date
Gross Amount of Recognized Assets (Liabilities)
Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)
A$69,834
$45,588
04/08/24
$
(22)
Derivative liabilities
Foreign currency forward contract (AUD)
$905
A$1,384
04/08/24
2
Derivative assets
Foreign currency forward contract (AUD)
$890
A$1,327
04/08/24
24
Derivative assets
Foreign currency forward contract (AUD)
$45,523
A$67,123
04/08/24
1,726
Derivative assets
Foreign currency forward contract (AUD)
$45,714
A$69,853
07/08/24
21
Derivative assets
Foreign currency forward contract (CAD)
C$282
$211
04/08/24
(3)
Derivative liabilities
Foreign currency forward contract (CAD)
C$9,611
$7,074
04/08/24
29
Derivative assets
Foreign currency forward contract (CAD)
$7,437
C$9,893
04/08/24
125
Derivative assets
Foreign currency forward contract (CAD)
$7,192
C$9,759
07/08/24
(30)
Derivative liabilities
Foreign currency forward contract (DKK)
2,461kr.
$357
04/08/24
(1)
Derivative liabilities
Foreign currency forward contract (DKK)
$6
44kr.
04/08/24
—
Derivative assets
Foreign currency forward contract (DKK)
$357
2,417kr.
04/08/24
6
Derivative assets
Foreign currency forward contract (DKK)
$361
2,477kr.
07/08/24
1
Derivative assets
Foreign currency forward contract (EUR)
€85,546
$92,584
04/08/24
(177)
Derivative liabilities
Foreign currency forward contract (EUR)
$4,348
€4,000
04/08/24
27
Derivative assets
Foreign currency forward contract (EUR)
$89,642
€81,546
04/08/24
1,556
Derivative assets
Foreign currency forward contract (EUR)
$97,565
€89,811
07/08/24
185
Derivative assets
Foreign currency forward contract (NZD)
NZ$14,769
$8,865
04/08/24
(31)
Derivative liabilities
Foreign currency forward contract (NZD)
$166
NZ$273
04/08/24
3
Derivative assets
Foreign currency forward contract (NZD)
$9,072
NZ$14,496
04/08/24
402
Derivative assets
Foreign currency forward contract (NZD)
$8,932
NZ$14,880
07/08/24
31
Derivative assets
Foreign currency forward contract (NOK)
44,032kr
$4,085
04/08/24
(26)
Derivative liabilities
Foreign currency forward contract (NOK)
$82
864kr
04/08/24
3
Derivative assets
Foreign currency forward contract (NOK)
$4,187
43,168kr
04/08/24
207
Derivative assets
Foreign currency forward contract (NOK)
$4,097
44,064kr
07/08/24
26
Derivative assets
Foreign currency forward contract (GBP)
£53,186
$67,139
04/08/24
50
Derivative assets
Foreign currency forward contract (GBP)
$3,052
£2,394
04/08/24
28
Derivative assets
Foreign currency forward contract (GBP)
$64,113
£50,792
04/08/24
(51)
Derivative liabilities
Foreign currency forward contract (GBP)
$67,585
£53,514
07/08/24
(52)
Derivative liabilities
Foreign currency forward contract (SEK)
15,255kr
$1,437
04/08/24
(10)
Derivative liabilities
Foreign currency forward contract (SEK)
$1,500
15,255kr
04/08/24
73
Derivative assets
Foreign currency forward contract (SEK)
$1,480
15,652kr
07/08/24
11
Derivative assets
Foreign currency forward contract (CHF)
5,526Fr.
$6,100
04/08/24
38
Derivative assets
Foreign currency forward contract (CHF)
$6,575
5,526Fr.
04/08/24
437
Derivative assets
Foreign currency forward contract (CHF)
$6,134
5,501Fr.
07/08/24
(39)
Derivative liabilities
Total
$
4,569
109
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2023
Description
($ in thousands)
Notional Amount to be Purchased
Notional Amount to be Sold
Maturity Date
Gross Amount of Recognized Assets (Liabilities)
Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)
$830
A$1,264
01/10/24
$
(33)
Derivative liabilities
Foreign currency forward contract (AUD)
$41,568
A$64,984
01/10/24
(2,784)
Derivative liabilities
Foreign currency forward contract (CAD)
$126
C$173
01/10/24
(4)
Derivative liabilities
Foreign currency forward contract (CAD)
$7,032
C$9,597
01/10/24
(247)
Derivative liabilities
Foreign currency forward contract (DKK)
$9
65kr.
01/10/24
—
Derivative liabilities
Foreign currency forward contract (DKK)
$7
47kr.
01/10/24
—
Derivative liabilities
Foreign currency forward contract (DKK)
$333
2,354kr.
01/10/24
(16)
Derivative liabilities
Foreign currency forward contract (EUR)
$86,266
€81,489
01/10/24
(3,775)
Derivative liabilities
Foreign currency forward contract (NZD)
$159
NZ$271
01/10/24
(12)
Derivative liabilities
Foreign currency forward contract (NZD)
$170
NZ$270
01/10/24
(1)
Derivative liabilities
Foreign currency forward contract (NZD)
$8,287
NZ$13,912
01/10/24
(522)
Derivative liabilities
Foreign currency forward contract (NOK)
$72
kr740
01/10/24
(1)
Derivative liabilities
Foreign currency forward contract (NOK)
$3,920
kr42,309
01/10/24
(247)
Derivative liabilities
Foreign currency forward contract (GBP)
$60,925
£50,203
01/10/24
(3,077)
Derivative liabilities
Foreign currency forward contract (SEK)
$24
261kr.
01/10/24
(2)
Derivative liabilities
Foreign currency forward contract (SEK)
$1,190
12,500kr.
01/10/24
(51)
Derivative liabilities
Foreign currency forward contract (SEK)
$203
2,228kr.
01/10/24
(18)
Derivative liabilities
Foreign currency forward contract (CHF)
$124
104Fr.
01/10/24
1
Derivative assets
Foreign currency forward contract (CHF)
$5,966
5,418Fr.
01/10/24
(475)
Derivative liabilities
Total
$
(11,264)
As of March 31, 2024 and December 31, 2023, the total fair value of the Company’s foreign currency forward contracts was $4.6 million and $(11.3) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
Portfolio Company ($ in thousands)
Investment Type
March 31, 2024
December 31, 2023
Accurus Aerospace Corporation(1)(2)
Revolver
$
461
$
634
AD Bidco, Inc.(1)(2)
Delayed Draw Term Loan
3,522
—
AD Bidco, Inc.(1)(2)
Revolver
1,303
—
Adhefin International(1)(2)(3)
Delayed Draw Term Loan
410
419
AirX Climate Solutions, Inc.(1)
Delayed Draw Term Loan
1,179
1,179
AirX Climate Solutions, Inc.(1)
Revolver
399
482
AlliA Insurance Brokers NV(1)(3)
Delayed Draw Term Loan
1,598
1,634
Americo Chemical Products, LLC(1)
Revolver
471
471
Amtech LLC(1)(2)
Revolver
974
436
Anju Software, Inc.(1)(2)
Delayed Draw Term Loan
343
343
Aquavista Watersides 2 LTD(1)(2)(4)
Capex / Acquisition Facility
2,201
2,221
Arc Education(1)(3)
Delayed Draw Term Loan
1,263
1,291
Argus Bidco Limited(1)(2)(4)
CAF Term Loan
361
541
ASC Communications, LLC(1)
Revolver
1,089
1,089
110
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company ($ in thousands)
Investment Type
March 31, 2024
December 31, 2023
Astra Bidco Limited(1)(2)(4)
Delayed Draw Term Loan
515
604
ATL II MRO Holdings, Inc.(1)(2)
Revolver
1,667
1,667
Avance Clinical Bidco Pty Ltd(1)(2)(5)
Delayed Draw Term Loan
1,246
1,304
Azalea Buyer, Inc.(1)(2)
Delayed Draw Term Loan
644
644
Azalea Buyer, Inc.(1)(2)
Revolver
481
481
Beyond Risk Management, Inc.(1)
Delayed Draw Term Loan
2,007
2,007
Biolam Group(1)(2)(3)
Delayed Draw Term Loan
652
667
Bounteous, Inc.(1)(2)
Delayed Draw Term Loan
—
2,840
Brightpay Limited(1)(2)(3)
Delayed Draw Term Loan
137
140
BrightSign LLC(1)(2)
Revolver
266
443
CAi Software, LLC(1)(2)
Revolver
2,523
943
Cascade Residential Services LLC(1)
Delayed Draw Term Loan
1,509
1,985
Cascade Residential Services LLC(1)
Revolver
331
331
Catawba River Limited(1)(2)(4)
Structured Junior Note
—
13,971
CCFF Buyer, LLC(1)(2)
Delayed Draw Term Loan
3,490
—
CCFF Buyer, LLC(1)(2)
Revolver
1,047
—
CGI Parent, LLC(1)(2)
Revolver
1,653
1,653
Classic Collision (Summit Buyer, LLC)(1)
Delayed Draw Term Loan
2,014
2,734
Comply365, LLC(1)(2)
Revolver
1,101
1,101
Coyo Uprising GmbH(1)(2)(3)
Delayed Draw Term Loan
424
434
CSL Dualcom(1)(4)
Capex / Acquisition Term Loan
149
150
DataServ Integrations, LLC(1)
Revolver
481
481
DecksDirect, LLC(1)(2)
Revolver
169
381
DISA Holdings Corp.(1)
Delayed Draw Term Loan
—
1,072
DISA Holdings Corp.(1)
Revolver
429
339
Dune Group(1)(2)(3)
Delayed Draw Term Loan
429
439
Eclipse Business Capital, LLC(1)
Revolver
16,818
17,182
EMI Porta Holdco LLC(1)(2)
Revolver
59
403
eShipping, LLC(1)
Revolver
1,216
1,486
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)
Delayed Draw Term Loan
2,670
2,731
Events Software BidCo Pty Ltd(1)(2)
Delayed Draw Term Loan
620
620
Express Wash Acquisition Company, LLC(1)
Revolver
115
115
Faraday(1)(3)
Delayed Draw Term Loan
968
990
Finexvet(1)(3)
Delayed Draw Term Loan
—
650
Footco 40 Limited(1)(2)(4)
Delayed Draw Term Loan
519
524
Forest Buyer, LLC(1)
Delayed Draw Term Loan
496
—
Forest Buyer, LLC(1)
Revolver
298
—
Fortis Payment Systems, LLC(1)(2)
Delayed Draw Term Loan
694
—
Fortis Payment Systems, LLC(1)(2)
Revolver
625
—
GB Eagle Buyer, Inc.(1)
Revolver
2,581
2,581
Global Academic Group Limited(1)(2)(7)
Term Loan
391
414
GPNZ II GmbH(1)(2)(3)
Delayed Draw Term Loan
17
53
GPNZ II GmbH(1)(2)(3)
Delayed Draw Term Loan
86
—
Greenhill II BV(1)(3)
Capex Acquisition Facility
118
120
Gusto Aus BidCo Pty Ltd(1)(5)
Delayed Draw Term Loan
159
167
HeartHealth Bidco Pty Ltd(1)(2)(5)
Delayed Draw Term Loan
239
253
111
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company ($ in thousands)
Investment Type
March 31, 2024
December 31, 2023
Heavy Construction Systems Specialists, LLC(1)
Revolver
2,632
2,632
HEKA Invest(1)(3)
Delayed Draw Term Loan
562
575
HemaSource, Inc.(1)
Revolver
1,489
1,421
HomeX Services Group, LLC(1)
Delayed Draw Term Loan
845
845
HomeX Services Group, LLC(1)
Revolver
338
338
HTI Technology & Industries(1)(2)
Delayed Draw Term Loan
2,045
2,045
HTI Technology & Industries(1)(2)
Revolver
1,364
1,364
Ice House America, L.L.C.(1)(2)
Delayed Draw Term Loan
165
—
Ice House America, L.L.C.(1)(2)
Revolver
383
—
Innovad Group II BV(1)(2)(3)
Delayed Draw Term Loan
260
266
INOS 19-090 GmbH(1)(2)(3)
Acquisition Facility
—
1,872
Interstellar Group B.V.(1)(3)
Delayed Draw Term Loan
607
620
Interstellar Group B.V.(1)(3)
Delayed Draw Term Loan
—
57
InvoCare Limited(1)(2)(5)
Delayed Draw Term Loan
370
387
Isolstar Holding NV (IPCOM)(1)(3)
Delayed Draw Term Loan
171
656
ISTO Technologies II, LLC(1)
Revolver
714
714
ITI Intermodal, Inc.(1)(2)
Revolver
1,157
1,157
Jocassee Partners LLC
Joint Venture
65,000
65,000
Jon Bidco Limited(1)(2)(7)
Capex & Acquisition Facility
1,063
1,125
Jones Fish Hatcheries & Distributors LLC(1)
Revolver
418
418
Kano Laboratories LLC(1)
Delayed Draw Term Loan
—
153
Kano Laboratories LLC(1)
Delayed Draw Term Loan
—
2,830
Lambir Bidco Limited(1)(2)(3)
Delayed Draw Term Loan
612
626
Lattice Group Holdings Bidco Limited(1)(2)
Delayed Draw Term Loan
237
255
Lattice Group Holdings Bidco Limited(1)(2)
Revolver
18
18
LeadsOnline, LLC(1)
Revolver
2,603
2,187
Lifestyle Intermediate II, LLC(1)(2)
Revolver
2,500
2,500
Marmoutier Holding B.V.(1)(2)(3)
Delayed Draw Term Loan
24
18
Marmoutier Holding B.V.(1)(2)(3)
Revolver
108
109
Marshall Excelsior Co.(1)
Revolver
165
221
MB Purchaser, LLC(1)(2)
Delayed Draw Term Loan
1,545
—
MB Purchaser, LLC(1)(2)
Revolver
309
—
MC Group Ventures Corporation(1)(2)
Delayed Draw Term Loan
276
276
Megawatt Acquisitionco, Inc.(1)
Revolver
665
—
Mercell Holding AS(1)(2)(8)
Capex Acquisition Facility
724
773
Modern Star Holdings Bidco Pty Limited(1)(2)(5)
Term Loan
932
974
Moonlight Bidco Limited(1)(2)(4)
Delayed Draw Term Loan
556
562
Narda Acquisitionco., Inc.(1)
Revolver
1,311
1,311
NAW Buyer LLC(1)(2)
Delayed Draw Term Loan
5,876
5,876
NAW Buyer LLC(1)(2)
Revolver
1,705
1,515
NeoxCo(1)(3)
Delayed Draw Term Loan
486
497
Next HoldCo, LLC(1)
Delayed Draw Term Loan
1,891
1,891
Next HoldCo, LLC(1)
Revolver
733
733
NF Holdco, LLC(1)
Revolver
884
663
Novotech Aus Bidco Pty Ltd(1)
Capex & Acquisition Facility
809
809
NPM Investments 28 BV(1)(3)
Delayed Draw Term Loan
468
479
OA Buyer, Inc.(1)
Revolver
1,154
1,331
112
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company ($ in thousands)
Investment Type
March 31, 2024
December 31, 2023
SVI International LLC(1)
Revolver
74
—
Syntax Systems Ltd(1)
Revolver
283
391
Tank Holding Corp(1)
Delayed Draw Term Loan
509
614
Tank Holding Corp(1)
Revolver
655
640
Tanqueray Bidco Limited(1)(4)
Capex Facility
1,143
1,153
Techone B.V.(1)(2)(3)
Revolver
513
315
Tencarva Machinery Company, LLC(1)(2)
Revolver
1,129
1,129
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)
Delayed Draw Term Loan
—
1,825
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)
Revolver
827
827
The Cleaver-Brooks Company, Inc.(1)
Revolver
3,229
3,229
The Hilb Group, LLC(1)
Delayed Draw Term Loan
—
313
Trader Corporation(1)(6)
Revolver
345
354
Trintech, Inc.(1)
Revolver
383
383
TSYL Corporate Buyer, Inc.(1)
Delayed Draw Term Loan
2,244
2,244
TSYL Corporate Buyer, Inc.(1)
Delayed Draw Term Loan
911
1,469
TSYL Corporate Buyer, Inc.(1)
Revolver
642
642
Turbo Buyer, Inc.(1)(2)
Delayed Draw Term Loan
—
1,350
UBC Ledgers Holding AB(1)(2)(9)
Delayed Draw Term Loan
791
840
UBC Ledgers Holding AB(1)(2)(9)
Revolver
262
278
Union Bidco Limited(1)(4)
Acquisition Facility
82
83
United Therapy Holding III GmbH(1)(2)(3)
Acquisition Facility
668
683
Unither (Uniholding)(1)(3)
Delayed Draw Term Loan
468
479
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)
Delayed Draw Term Loan
2,512
2,540
West-NR AcquisitionCo., LLC(1)
Delayed Draw Term Loan
2,500
2,500
Whitcraft Holdings, Inc.(1)
Revolver
981
1,760
White Bidco Limited(1)
Delayed Draw Term Loan
514
514
Woodland Foods, Inc.(1)(2)
Line of Credit
336
680
World 50, Inc.(1)(2)
Revolver
973
—
WWEC Holdings III Corp(1)(2)
Revolver
2,484
2,019
Xeinadin Bidco Limited(1)(2)(4)
CAF Term Loan
2,099
2,704
ZB Holdco LLC(1)
Delayed Draw Term Loan
—
2,932
ZB Holdco LLC(1)(2)
Delayed Draw Term Loan
762
—
ZB Holdco LLC(1)(2)
Revolver
541
845
Zeppelin Bidco Limited(1)(2)(4)
Capex / Acquisition Facility
—
2,667
Total unused commitments to extend financing
$
279,806
$
305,903
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company’s current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, the Company guarantees certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of both March 31, 2024 and December 31, 2023, the Company had guaranteed €9.9 million ($10.7 million U.S. dollars and $10.9 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh (“MVC Auto”) that mature in December 2025. The Company would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on the Company’s Unaudited and Audited Consolidated Balance Sheets, as such the credit facility liabilities are considered in the valuation of the investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Neither the Company, the Adviser, nor the Company’s subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to their respective businesses. The Company, the Adviser, and the Company’s subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31,
($ in thousands, except share and per share amounts)
2024
2023
Per share data:
Net asset value at beginning of period
$
11.28
$
11.05
Net investment income (1)
0.28
0.25
Net realized gain (loss) on investments / foreign currency transactions / forward currency contracts (1)
(0.20)
(0.08)
Net unrealized appreciation (depreciation) on investments / CSAs / foreign currency transactions / forward currency contracts (1)
0.34
0.20
Total increase (decrease) from investment operations (1)
0.42
0.37
Dividends/distributions paid to stockholders from net investment income
(0.26)
(0.25)
Purchases of shares in share repurchase plan
—
—
Net asset value at end of period
$
11.44
$
11.17
Market value at end of period (2)
$
9.56
$
7.94
Shares outstanding at end of period
105,951,159
107,916,166
Net assets at end of period
$
1,211,876
$
1,205,001
Average net assets
$
1,205,141
$
1,205,207
Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized) (3)
13.43
%
13.20
%
Ratio of net investment income to average net assets (annualized)
9.74
%
9.13
%
Portfolio turnover ratio (annualized)
4.69
%
2.56
%
Total return (4)
11.44
%
0.59
%
(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2)Represents the closing price of the Company’s common stock on the last day of the period.
(3)Does not include expenses of underlying investment companies, including joint ventures.
(4)Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period. Total return is not annualized.
9. SUBSEQUENT EVENTS
On May 7, 2024, the Board declared a quarterly distribution of $0.26 per share payable on June 12, 2024 to holders of record as of June 5, 2024.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three months ended March 31, 2024, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Overview of Our Business
We are a Maryland corporation incorporated on October 10, 2006. In August 2018, in connection with the closing of an externalization transaction through which Barings LLC (“Barings” or the “Adviser”) agreed to become our external investment adviser, we entered into an investment advisory agreement and an administration agreement (the “Administration Agreement”) with Barings. In connection with the completion of our acquisition of MVC Capital, Inc., a Delaware corporation, on December 23, 2020 (the “MVC Acquisition”), we entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with Barings on December 23, 2020, following approval of the Amended and Restated Advisory Agreement by our stockholders at our December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021. In connection with the completion of our acquisition of Sierra Income Corporation on February 25, 2022 (the “Sierra Merger”), we entered into a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”) with the Adviser. On June 24, 2023, we entered into the third amended and restated advisory agreement with the Adviser in order to update the term of the agreement to expire on June 24 of each year subject to annual re-approval in accordance with its terms (the “Barings BDC Advisory Agreement”). All other terms and provisions of the Second Amended Barings BDC Advisory Agreement between us the Adviser, including with respect to the calculation of the fees payable to the Adviser, remained unchanged under the Barings BDC Advisory Agreement. Under the terms of the Barings BDC Advisory Agreement and the Administration Agreement,
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Barings serves as our investment adviser and administrator and manages our investment portfolio and performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation.
An externally-managed business development company (“BDC”) generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an investment advisory agreement and an administration agreement. Under the terms of the Barings BDC Advisory Agreement, the fees paid to Barings for managing our affairs are determined based upon an objective and fixed formula, as compared with the subjective and variable nature of the costs associated with employing management and employees in an internally-managed BDC structure, which include bonuses that cannot be directly tied to Company performance because of restrictions on incentive compensation under the Investment Company Act of 1940, as amended (the “1940 Act”).
Barings focuses on investing our portfolio primarily in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Barings’ existing SEC co-investment exemptive relief under the 1940 Act (the “Exemptive Relief”) permits us and Barings’ affiliated private and SEC-registered funds to co-invest in Barings-originated loans, which allows Barings to efficiently implement its senior secured private debt investment strategy for us.
Barings employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality and operating risk. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and will seek to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
We generate revenues in the form of interest income, primarily from our investments in debt securities, loan origination and other fees and dividend income. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Our senior secured, middle-market, private debt investments generally have terms of between five and seven years. Our senior secured, middle-market, first lien private debt investments generally bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. Our subordinated middle-market, private debt investments generally bear interest between SOFR (or the applicable currency rate for investments in foreign currencies) plus 700 basis points and SOFR plus 900 basis points per annum if floating rate, and between 8% and 15% if fixed rate. From time to time, certain of our investments may have a form of interest, referred to as payment-in-kind (“PIK”) interest, which is not paid currently but is instead accrued and added to the loan balance and paid at the end of the term.
As of March 31, 2024 and December 31, 2023, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 10.7% and 10.5%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 10.4% and 10.0% as of March 31, 2024 and December 31, 2023, respectively.
Relationship with Our Adviser, Barings
Our investment adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $324.0 billion Global Fixed Income Platform (as of March 31, 2024) that invests in liquid, private and structured credit. Barings GPFG also advises private funds and separately managed accounts, along with multiple public vehicles.
Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such
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other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
Under the terms of the Administration Agreement, Barings (in its capacity as our Administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.
Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 43 investment professionals (as of March 31, 2024) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages approximately 20 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.
Stockholder Approval of Reduced Asset Coverage Ratio
On July 24, 2018, our stockholders voted at a special meeting of stockholders (the “2018 Special Meeting”) to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the 2018 Special Meeting, effective July 25, 2018, our applicable asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. As a result, we are permitted under the 1940 Act to incur indebtedness at a level which is more consistent with a portfolio of senior secured debt. As of March 31, 2024, our asset coverage ratio was 182.4%.
Portfolio Composition
The total value of our investment portfolio was $2,527.5 million as of March 31, 2024, as compared to $2,488.7 million as of December 31, 2023. As of March 31, 2024, we had investments in 337 portfolio companies with an aggregate cost of $2,551.3 million. As of December 31, 2023, we had investments in 336 portfolio companies with an aggregate cost of $2,535.6 million. As of both March 31, 2024 and December 31, 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
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As of March 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
($ in thousands)
Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
March 31, 2024:
Senior debt and 1st lien notes
$
1,699,117
67
%
$
1,658,742
66
%
Subordinated debt and 2nd lien notes
260,225
10
246,902
10
Structured products
105,043
4
95,131
4
Equity shares
343,533
13
413,482
16
Equity warrants
129
—
2,586
—
Investment in joint ventures / PE fund
143,252
6
110,694
4
$
2,551,299
100
%
$
2,527,537
100
%
December 31, 2023:
Senior debt and 1st lien notes
$
1,705,353
67
%
$
1,670,300
67
%
Subordinated debt and 2nd lien notes
256,850
10
238,215
10
Structured products
107,314
4
93,038
4
Equity shares
320,335
13
374,704
15
Equity warrants
76
—
2,392
—
Investment in joint ventures / PE fund
145,648
6
110,066
4
$
2,535,576
100
%
$
2,488,715
100
%
Investment Activity
During the three months ended March 31, 2024, we made 10 new investments totaling $63.5 million and made investments in existing portfolio companies totaling $78.9 million. We had nine loans repaid totaling $72.2 million and received $23.3 million of portfolio company principal payments. We received $4.3 million of return of capital from our joint ventures and equity investments. We received $12.5 million for the sale of loans, recognizing a net realized loss on these transactions of $0.8 million. In addition, investments in two portfolio companies were restructured, which resulted in a loss of $12.7 million. Lastly, we received proceeds related to the sale of equity investments totaling $6.5 million and recognized a net realized gain on such sales totaling $0.8 million.
During the three months ended March 31, 2023, we made 11 new investments totaling $65.8 million, made investments in existing portfolio companies totaling $33.9 million and made a $45.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had four loans repaid totaling $26.6 million, received $12.7 million of portfolio company principal payments and received $9.1 million of return of capital from our joint ventures. In addition, we sold $1.0 million of loans, recognizing a net realized loss on these transactions of $0.3 million. We received proceeds related to the sale of equity investments totaling $4.3 million and recognized a net realized gain on such sales totaling $1.0 million.
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Total portfolio investment activity for the three months ended March 31, 2024 and 2023 was as follows:
Three Months Ended
March 31, 2024:
($ in thousands)
Senior Debt and 1st Lien Notes
Subordinated Debt and 2nd Lien Notes
Structured Products
Equity Shares
Equity Warrants
Investments in Joint Ventures / PE Fund
Total
Fair value, beginning of period
$
1,670,300
$
238,215
$
93,038
$
374,704
$
2,392
$
110,066
$
2,488,715
New investments
119,143
18,330
48
4,831
—
142,352
Investment restructuring
(22,249)
—
—
22,196
53
—
—
Proceeds from sales of investments/return of capital
(12,550)
—
(1,936)
(6,526)
—
(2,396)
(23,408)
Loan origination fees received
(2,239)
(281)
—
—
—
—
(2,520)
Principal repayments received
(83,984)
(11,091)
(384)
—
—
—
(95,459)
Payment-in-kind interest/dividend
1,258
1,363
—
2,062
—
—
4,683
Accretion of loan premium/discount
227
28
6
—
—
—
261
Accretion of deferred loan origination revenue
2,286
133
—
—
—
—
2,419
Realized gain (loss)
(8,130)
(5,107)
(6)
635
—
—
(12,608)
Unrealized appreciation (depreciation)
(5,320)
5,312
4,365
15,580
141
3,024
23,102
Fair value, end of period
$
1,658,742
$
246,902
$
95,131
$
413,482
$
2,586
$
110,694
$
2,527,537
Three Months Ended
March 31, 2023:
($ in thousands)
Senior Debt and 1st Lien Notes
Subordinated Debt and 2nd Lien Notes
Structured Products
Equity Shares
Equity Warrants
Investments in Joint Ventures / PE Fund
Total
Fair value, beginning of period
$
1,696,192
$
263,139
$
73,550
$
284,570
$
1,057
$
130,427
$
2,448,935
New investments
86,805
769
9,382
47,763
—
—
144,719
Proceeds from sales of investments/return of capital
(979)
—
(902)
(4,297)
—
(9,106)
(15,284)
Loan origination fees received
(2,397)
(23)
—
—
—
—
(2,420)
Principal repayments received
(26,475)
(11,445)
(394)
—
—
—
(38,314)
Payment-in-kind interest/dividends
1,974
2,319
—
—
—
—
4,293
Accretion of loan premium/discount
243
55
5
—
—
—
303
Accretion of deferred loan origination revenue
1,856
161
—
—
—
—
2,017
Realized gain (loss)
(282)
4
—
1,049
—
—
771
Unrealized appreciation (depreciation)
8,301
110
(2,298)
2,795
(1)
2,187
11,094
Fair value, end of period
$
1,765,238
$
255,089
$
79,343
$
331,880
$
1,056
$
123,508
$
2,556,114
Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of March 31, 2024, we had six portfolio companies with investments on non-accrual, the aggregate fair value of which was $7.9 million, which comprised 0.3% of the total fair value of our portfolio, and the aggregate cost of which was $38.1 million, which comprised 1.5% of the total cost of our portfolio. As of December 31, 2023, we had four portfolio companies with investments on non-accrual, the aggregate fair value of which was $37.2 million, which comprised 1.5% of the total fair value of our portfolio, and the aggregate cost of which was $62.6 million, which comprised 2.5% of the total cost of our portfolio.
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A summary of our non-accrual assets as of March 31, 2024 is provided below:
Anju Software, Inc.
During the quarter ended September 30, 2023, we placed our first lien senior secured debt investment in Anju Software, Inc., or Anju Software, on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our first lien senior secured debt investment in Anju Software for financial reporting purposes. As of March 31, 2024, the cost of our first lien senior secured debt investment in Anju Software was $13.3 million and the fair value of such investment was $2.7 million.
Black Angus Steakhouse, LLC
In connection with the Sierra Merger, we purchased our debt and equity investments in Black Angus Steakhouse, LLC, or Black Angus. The Black Angus 10% PIK term loan is on non-accrual status and as a result, under U.S. GAAP, we will not recognize interest income on our 10% PIK term loan in Black Angus for financial reporting purposes. As of March 31, 2024, the cost of the 10% PIK term loan in Black Angus was $9.6 million and the fair value of such investment was $2.5 million.
Canadian Orthodontic Partners Corp.
During the quarter ended March 31, 2024, we placed our debt investment in Canadian Orthodontic Partners Corp., or Canadian Orthodontics, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Canadian Orthodontics for financial reporting purposes. As of March 31, 2024, the cost of our debt investment in Canadian Orthodontics was $1.9 million and the fair value of such investment was $1.1 million.
GPNZ II GmbH
During the quarter ended March 31, 2024, we placed our debt investments in GPNZ II GmbH., or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in GPNZ for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in GPNZ was $0.6 million and the fair value of such investments was $0.4 million.
Legal Solutions Holdings
In connection with the MVC Acquisition, we purchased our debt investment in Legal Solutions Holdings, or Legal Solutions. During the quarter ended September 30, 2021, we placed our debt investment in Legal Solutions on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Legal Solutions for financial reporting purposes. As of March 31, 2024, the cost of our debt investment in Legal Solutions was $10.1 million and the fair value of such investment was nil.
Marmoutier Holding B.V.
During the quarter ended March 31, 2024, we placed our debt investments in Marmoutier Holding B.V., or Marmoutier, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Marmoutier for financial reporting purposes. As of March 31, 2024, the cost of our debt investments in Marmoutier was $2.6 million and the fair value of such investments was $1.2 million.
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Results of Operations
Comparison of the three months ended March 31, 2024 and March 31, 2023
Operating results for the threemonths ended March 31, 2024 and 2023 were as follows:
Three Months
Ended
Three Months
Ended
($ in thousands)
March 31, 2024
March 31, 2023
Total investment income
$
69,807
$
67,204
Total operating expenses
40,204
39,509
Net investment income before taxes
29,603
27,695
Income taxes, including excise tax provision
250
195
Net investment income after taxes
29,353
27,500
Net realized gains (losses)
(21,453)
(9,746)
Net unrealized appreciation (depreciation)
36,101
21,970
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts
14,648
12,224
Benefit from (provision for) taxes
—
(73)
Net increase in net assets resulting from operations
$
44,001
$
39,651
Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.
Investment Income
Three Months Ended
Three Months Ended
($ in thousands)
March 31, 2024
March 31, 2023
Investment income:
Total interest income
$
54,533
$
51,890
Total dividend income
8,477
7,874
Total fee and other income
3,474
3,300
Total payment-in-kind interest income
3,124
3,942
Interest income from cash
199
198
Total investment income
$
69,807
$
67,204
The change in total investment income for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, was primarily due to an increase in the weighted average yield on the portfolio from higher base rates and increased dividends from portfolio companies and joint venture investments. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 10.7% as of March 31, 2024, as compared to 10.2% as of March 31, 2023. For the three months ended March 31, 2024, dividends from portfolio companies and joint venture investments were $8.5 million, as compared to $7.9 million for the three months ended March 31, 2023.
Operating Expenses
Three Months Ended
Three Months Ended
($ in thousands)
March 31, 2024
March 31, 2023
Operating expenses:
Interest and other financing fees
$
21,082
$
19,316
Base management fee
8,279
7,853
Incentive management fees
8,167
9,604
Other general and administrative expenses
2,676
2,736
Total operating expenses
$
40,204
$
39,509
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Interest and Other Financing Fees
Interest and other financing fees during the three months ended March 31, 2024 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes, the November 2026 Notes and the February 2029 Notes (each as defined below under “Liquidity and Capital Resources”). Interest and other financing fees during the three months ended March 31, 2023 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes and the November 2026 Notes. The increase in interest and other financing fees for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, was primarily attributable to the interest and financing fees on the February 2029 Notes and an increase in the weighted average interest rate on the February 2019 Credit Facility. The weighted average interest rate on the February 2019 Credit Facility was 6.9% as of March 31, 2024, as compared to 6.3% as of March 31, 2023.
Base Management Fee
Under the terms of the Barings BDC Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter are appropriately pro-rated. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three months ended March 31, 2024, the amount of Base Management Fees incurred were approximately $8.3 million. For the three months ended March 31, 2023, the amount of Base Management Fees incurred were approximately $7.9 million. The increase in the Base Management Fees for the three months ended March 31, 2024 versus the three months ended March 31, 2023 is primarily related to the average value of gross assets increasing from $2,512.9 million as of the end of the two most recently completed calendar quarters prior to March 31, 2023 to $2,649.4 million as of the end of the two most recently completed calendar quarters prior to March 31, 2024. For both the three months ended March 31, 2024 and 2023, the Base Management Fee rate was 1.250%.
Incentive Fee
Under the Barings BDC Advisory Agreement, we pay Barings an incentive fee (the “Incentive Fee”). A portion of the Incentive Fee is based on our income (the “Income-Based Fee”) and a portion is based on our capital gains (the “Capital Gains Fee”). The Income-Based Fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commences on or after January 1, 2021) exceeds (y) the hurdle amount as calculated for the same period. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three months ended March 31, 2024, the amount of Income-Based Fees incurred were $8.2 million, as compared to $9.6 million for the three months ended March 31, 2023. The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Incentive Fee Cap. The decrease in the Incentive Fees for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, relates predominately to the Incentive Fee Cap for the three months ended March 31, 2024.
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General and Administrative Expenses
We entered into the Administration Agreement with Barings in August 2018. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the Administration Agreement. For the three months ended March 31, 2024, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.6 million. For the three months ended March 31, 2023, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.7 million. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include fees payable to the members of our Board for their service on the Board, directors’ and officers’ insurance costs, as well as legal and accounting expenses.
Net Realized Gains (Losses)
Net realized gains (losses) during the three months ended March 31, 2024 and 2023 were as follows:
Three Months Ended
Three Months Ended
($ in thousands)
March 31, 2024
March 31, 2023
Net realized gain (losses):
Non-Control / Non-Affiliate investments
$
(12,608)
$
771
Net realized gains (losses) on investments
(12,608)
771
Foreign currency transactions
241
3,701
Forward currency contracts
(9,086)
(14,218)
Net realized gains (losses)
$
(21,453)
$
(9,746)
During the three months ended March 31, 2024, we recognized net realized losses totaling $21.5 million, which consisted primarily of a net loss on our investment portfolio of $12.6 million, a net gain on foreign currency transactions of $0.2 million and a net loss on forward currency contracts of $9.1 million. The net loss on our investment portfolio predominately related to the restructuring of two investments which was primarily reclassified from unrealized depreciation during the three months ended March 31, 2024.
During the three months ended March 31, 2023, we recognized net realized losses totaling $9.7 million, which consisted primarily of a net loss on forward currency contracts of $14.2 million, partially offset by a net gain on foreign currency transactions of $3.7 million and a net gain on our investment portfolio of $0.8 million.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the three months ended March 31, 2024 and 2023 was as follows:
Three Months Ended
Three Months Ended
($ in thousands)
March 31, 2024
March 31, 2023
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments
$
8,502
$
7,437
Affiliate investments
2,795
10,841
Control investments
11,805
(7,269)
Net unrealized appreciation (depreciation) on investments
23,102
11,009
Credit support agreements
(6,350)
5,586
Foreign currency transactions
3,516
(8,127)
Forward currency contracts
15,833
13,502
Net unrealized appreciation (depreciation)
$
36,101
$
21,970
During the three months ended March 31, 2024, we recorded net unrealized appreciation totaling $36.1 million, consisting of net unrealized appreciation reclassification adjustments of $12.6 million related to the net realized losses on the sales / repayments and restructures of certain investments, net unrealized appreciation on our current portfolio of $10.5 million, net
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unrealized appreciation related to foreign currency transactions of $3.5 million and net unrealized appreciation related to forward currency contracts of $15.8 million, partially offset by unrealized depreciation of $1.2 million on the MVC credit support agreement with Barings and unrealized depreciation of $5.1 million on the Sierra credit support agreement with Barings. The net unrealized appreciation on our current portfolio of $10.5 million was driven primarily by broad market moves for investments of $13.9 million and credit or fundamental performance of investments of $6.9 million, partially offset by the impact of foreign currency exchange rates on investments of $10.3 million.
During the three months ended March 31, 2023, we recorded net unrealized appreciation totaling $22.0 million, consisting of net unrealized appreciation on our current portfolio of $11.8 million, unrealized appreciation of $0.9 million on the MVC credit support agreement with Barings, unrealized appreciation of $4.7 million on the Sierra credit support agreement with Barings, net unrealized appreciation related to foreign currency transactions of $5.4 million, net of unrealized depreciation reclassification adjustments of $0.7 million related to the net realized gains on the sales / repayments of certain investments and $0.1 million of deferred taxes. The net unrealized appreciation on our current portfolio of $11.8 million was driven primarily by broad market moves for investments of $4.0 million, credit or fundamental performance of investments of $0.9 million and the impact of foreign currency exchange rates on investments of $6.9 million.
Liquidity and Capital Resources
We believe that our current cash and foreign currencies on hand, our available borrowing capacity under the February 2019 Credit Facility (as defined below under “Financing Transactions”) and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. This “Liquidity and Capital Resources” section should be read in conjunction with the notes to our Unaudited Consolidated Financial Statements.
Cash Flows
For the three months ended March 31, 2024, we experienced a net decrease in cash in the amount of $6.4 million. During that period, our operating activities provided $4.9 million in cash, with proceeds from sales or repayments of portfolio investments totaling $118.0 million and other cash collections from investments exceeding purchases of portfolio investments of $143.1 million. In addition, our financing activities used net cash of $11.3 million, consisting of net repayments under the February 2019 Credit Facility of $275.5 million, dividends paid in the amount of $27.6 million and share repurchases of $1.1 million, partially offset by net proceeds of $292.9 million from the issuance of the February 2029 Notes. As of March 31, 2024, we had $64.1 million of cash and foreign currencies on hand, including $13.3 million of restricted cash.
For the three months ended March 31, 2023, we experienced a net decrease in cash in the amount of $84.0 million. During that period, our operating activities used $92.0 million in cash, consisting primarily of purchases of portfolio investments of $179.6 million partially offset by proceeds from sales or repayments of portfolio investments totaling $69.5 million. In addition, our financing activities provided net cash of $8.0 million, consisting of net borrowings under the February 2019 Credit Facility of $35.0 million, partially offset by dividends paid in the amount of $27.0 million. As of March 31, 2023, we had $55.4 million of cash and foreign currencies on hand.
Financing Transactions
February 2019 Credit Facility
On February 21, 2019, we entered into a senior secured credit facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”). The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4, 2021, we increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “November 2021 Amendment”). Effective on February 25, 2022, we increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendment”). Effective on April 1, 2022, we increased the aggregate commitments under the February 2019 Credit Facility to $1,065.0 million from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants (the “April 2022 Amendment”). We can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of our assets and guaranteed by certain of our subsidiaries. Following the termination on June 30, 2020 of Barings BDC Senior
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Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”).
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as we maintain an investment grade credit rating) or (ii) the term SOFR plus 2.25% (or 2.00% for so long as we maintain an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if we no longer maintain an investment grade credit rating) or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if we no longer maintain an investment grade credit rating). The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.
In addition, we pay a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, we incurred financing fees of approximately $6.4 million, which will be amortized over the life of the February 2019 Credit Facility. In connection with the November 2021 Amendment, February 2022 Amendment, the April 2022 Amendment and the May 2023 Amendment, we incurred financing fees of approximately $4.1 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
As of March 31, 2024, we were in compliance with all covenants under the February 2019 Credit Facility and had U.S. dollar borrowings of $214.0 million outstanding under the February 2019 Credit Facility with a weighted average interest rate of 7.420% (one month SOFR of 5.320%), borrowings denominated in Swedish kronor of kr12.8 million ($1.2 million U.S. dollars) with an interest rate of 6.063% (one month STIBOR of 4.063%), borrowings denominated in British pounds sterling of £66.6 million ($84.1 million U.S. dollars) with an interest rate of 7.221% (one month SONIA of 5.189%) and borrowings denominated in Euros of €130.6 million ($141.0 million U.S. dollars) with an interest rate of 5.938% (one month EURIBOR of 3.938%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.
The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of March 31, 2024, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $440.4 million. See “Note 5. Borrowings — February 2019 Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the February 2019 Credit Facility.
August 2025 Notes
On August 3, 2020, we entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, we are obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, we may redeem the August 2025 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness
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issued by us.
The Company’s permitted issuance period for the Additional Notes under the August 2020 NPA expired on February 3, 2022, prior to which date the Company issued no Additional Notes.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of March 31, 2024, we were in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024, the fair value of the outstanding August 2025 Notes was $48.5 million. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, we entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes,” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020.
The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the November Notes is due semiannually in May and November, beginning in May 2021. In addition, we are obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the November 2020 NPA, we may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium. The November Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of March 31, 2024, we were in compliance with all covenants under the November 2020 NPA.
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The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024, the fair value of the outstanding Series B Notes and the Series C Notes was $59.5 million and $103.5 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, we entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, we are obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the February 2021 NPA, we may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting our asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to us under the 1940 Act; and (c) not permitting our net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of March 31, 2024, we were in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
As of March 31, 2024, the fair value of the outstanding Series D Notes and the Series E Notes was $74.9 million and $62.7 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
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November 2026 Notes
On November 23, 2021, we entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “November 2026 Notes Indenture”) with U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association, the “Trustee”). The First Supplemental Indenture relates to our issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).
The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the November 2026 Notes Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
The November 2026 Notes Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Sections 61(a)(1) and (2) of the 1940 Act, whether or not we are subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if we are no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These covenants are subject to important limitations and exceptions that are described in the November 2026 Notes Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the November 2026 Notes Indenture, we will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
The November 2026 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. Concurrent with the closing of November 2026 Notes offering, we entered into a registration rights agreement for the benefit of the purchasers of the November 2026 Notes. Pursuant to the terms of this registration rights agreement, we filed a registration statement on Form N-14 with the SEC, which was subsequently declared effective, to permit electing holders of the November 2026 Notes to exchange all of their outstanding restricted November 2026 Notes for an equal aggregate principal amount of new November 2026 Notes (the “Exchange Notes”). The Exchange Notes have terms substantially identical to the terms of the November 2026 Notes, except that the Exchange Notes are registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the November 2026 Notes do not apply to the Exchange Notes.
As of March 31, 2024, the fair value of the outstanding November 2026 Notes was $313.6 million. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February 2029 Notes
On February 7, 2024, we entered into an underwriting agreement among us, Barings LLC, and Wells Fargo Securities, LLC, SMBC Nikko Securities America, Inc., BMO Capital Markets Corp., and Fifth Third Securities, Inc., in connection with the issuance and sale of $300 million in aggregate principal amount of our 7.000% senior unsecured notes due February 15, 2029 (the “February 2029 Notes”). The February 2029 Notes offering closed on February 12, 2024 and the February 2029 Notes were issued under a Second Supplemental Indenture, dated February 12, 2024, between us and the Trustee, to the Base Indenture (the “Second Supplemental Indenture,” and together with the Base Indenture, the “February 2029 Notes Indenture”).
The February 2029 Notes will mature on February 15, 2029 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the February 2029 Notes Indenture. The February 2029 Notes bear interest at a rate of 7.000% per year payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2024. The February 2029 Notes are general unsecured obligations of ours that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the February 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our
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subsidiaries, financing vehicles or similar facilities.
The February 2029 Notes Indenture contains certain covenants, including covenants requiring us to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not we are subject to those requirements (but giving effect to exemptive relief granted to us by the SEC), and to provide financial information to the holders of the February 2029 Notes and the Trustee if we are no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the February 2029 Notes Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the February 2029 Notes Indenture, we may be required by the holders of the February 2029 Notes to make an offer to purchase the outstanding February 2029 Notes at a price equal to 100% of the principal amount of such February 2029 Notes plus accrued and unpaid interest to the repurchase date.
The net proceeds received by us in connection with the February 2029 Notes offering were approximately $292.9 million, after deducting the underwriting discounts and estimated offering expenses payable by us.
As of March 31, 2024, the fair value of the outstanding February 2029 Notes was $297.4 million. The fair value determinations of the February 2029 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
In connection with the offering of the February 2029 Notes, on February 12, 2024, we entered into a $300.0 million notional value interest rate swap. We receive a fixed rate interest at 7.00% paid semi-annually and pay semi-annually based on a compounded daily rate of SOFR plus 3.14750%. The swap transaction matures on February 15, 2029. The interest expense related to the February 2029 Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Unaudited Consolidated Statements of Operations. As of March 31, 2024, the interest rate swap had a fair value of $3.2 million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Unaudited Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the February 2029 Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Share Repurchase Program
On February 23, 2023, our Board authorized a 12-month share repurchase program. Under the program, we were able to repurchase, during the 12-month period commencing on March 1, 2023, up to $30.0 million in the aggregate of our outstanding common stock in the open market at prices below the then-current net asset value (“NAV”) per share. The timing, manner, price and amount of any share repurchases was determined by us, at our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The program terminated on March 1, 2024. The program did not require us to repurchase any specific number of shares, and we could not assure stockholders that any shares would be repurchased under the program. During the three months ended March 31, 2024, we did not repurchase any shares pursuant to the authorized program.
On February 22, 2024, our Board authorized a new 12-month share repurchase program. Under the program, we may repurchase, during the 12-month period commencing on March 1, 2024, up to $30.0 million in the aggregate of our outstanding common stock in the open market at prices below the then-current NAV per share. The timing, manner, price and amount of any share repurchases will be determined by us, in our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The program is expected to be in effect until March 1, 2025, unless extended or until the aggregate repurchase amount that has been approved by the Board has been expended. The program does not require us to repurchase any specific number of shares, and we cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time. During the three months ended March 31, 2024, we repurchased a total of 115,911 shares of common stock in the open market under the authorized program at an average price of $9.56 per share, including brokerage commissions.
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Distributions to Stockholders
We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.
We have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and intend to make the required distributions to our stockholders as specified therein. In order to maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we are generally required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively) and certain built-in gains. We have historically met our minimum distribution requirements and continually monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing agreement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion may be as low as 20% of such dividend under published guidance from the Internal Revenue Service) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.
The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our investment company taxable income, or ICTI, as defined by the Code. Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward ICTI in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover ICTI must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any original issue discount or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
Recent Developments
Subsequent to March 31, 2024, we made approximately $11.7 million of new commitments, of which $6.1 million closed and funded. The $6.1 million of investments consists of $6.1 million of first lien senior secured debt investments and $46.9 thousand of equity investments. The weighted average yield of the debt investments was 11.3%. In addition, we funded $4.8 million of previously committed revolvers and delayed draw term loans.
On May 7, 2024, the Board declared a quarterly distribution of $0.26 per share payable on June 12, 2024 to holders of record as of June 5, 2024.
Critical Accounting Policies and Use of Estimates
The preparation of our unaudited financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently
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available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.
Valuation of Investments
The Adviser conducts the valuation of our investments, upon which our NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). Our current valuation policy and processes were established by the Adviser and were approved by the Board.
As of March 31, 2024, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 209% of our total net assets, as compared to approximately 208% of our total net assets as of December 31, 2023.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables in the notes to our consolidated financial statements may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.
There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
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Investment Valuation Process
The Board must determine fair value in good faith for any or all of our investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of these assets. Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by Barings’ pricing committee.
At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).
Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use. If the Barings pricing committee disagrees with the price range provided, it may make a fair value recommendation to Barings that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, we may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.
Valuation Inputs
The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from
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investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV and MVC Private Equity Fund LP (each as defined in “Note 3. Investments” in the Notes to Unaudited Consolidated Financial Statements) are investment companies with no readily determinable fair values, the Adviser estimates the fair value of our investments in these entities using the NAV of each company and our ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.
Revenue Recognition
Interest and Dividend Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The cessation of recognition of such interest will negatively impact the reported fair value of the investment. We write off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible.
Interest income from investments in the equity class of a collateralized loan obligation (“CLO”) security (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. We monitor the expected cash flows from these investments, including the expected residual payments, and the effective yield is determined and updated periodically. Any difference between the cash distribution received and the amount calculated pursuant to the effective interest method is recorded as an adjustment to the cost basis of such investments.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.
We may have to include interest income in our ICTI, including original issue discount income, from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements to maintain our RIC tax treatment, even though we will not have received and may not ever receive any corresponding cash amount. Additionally, any loss recognized by us for U.S. federal income tax purposes on previously accrued interest income will be treated as a capital loss.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with the origination of a loan, or Loan Origination Fees, are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of our business, we receive certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
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Fee income for the three months ended March 31, 2024 and 2023 was as follows:
Three Months
Ended
Three Months
Ended
($ in thousands)
March 31, 2024
March 31, 2023
Recurring Fee Income:
Amortization of loan origination fees
$
1,685
$
1,672
Management, valuation and other fees
445
593
Total Recurring Fee Income
2,130
2,265
Non-Recurring Fee Income:
Prepayment fees
1
—
Acceleration of unamortized loan origination fees
734
345
Advisory, loan amendment and other fees
609
690
Total Non-Recurring Fee Income
1,344
1,035
Total Fee Income
$
3,474
$
3,300
Payment-in-Kind (PIK) Interest Income
We currently hold, and expect to hold in the future, some loans in our portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in our taxable income and therefore affects the amount we are required to distribute to our stockholders to maintain our tax treatment as a RIC for U.S. federal income tax purposes, even though we have not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. We write off any previously accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
We may have to include in our ICTI, PIK interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount.
Unused Commitments
In the normal course of business, we are party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to our portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2024 and December 31, 2023, we believed that we had adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2024 and December 31, 2023 were as follows:
Portfolio Company ($ in thousands)
Investment Type
March 31, 2024
December 31, 2023
Accurus Aerospace Corporation(1)(2)
Revolver
$
461
$
634
AD Bidco, Inc.(1)(2)
Delayed Draw Term Loan
3,522
—
AD Bidco, Inc.(1)(2)
Revolver
1,303
—
Adhefin International(1)(2)(3)
Delayed Draw Term Loan
410
419
AirX Climate Solutions, Inc.(1)
Delayed Draw Term Loan
1,179
1,179
AirX Climate Solutions, Inc.(1)
Revolver
399
482
AlliA Insurance Brokers NV(1)(3)
Delayed Draw Term Loan
1,598
1,634
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Portfolio Company ($ in thousands)
Investment Type
March 31, 2024
December 31, 2023
Americo Chemical Products, LLC(1)
Revolver
471
471
Amtech LLC(1)(2)
Revolver
974
436
Anju Software, Inc.(1)(2)
Delayed Draw Term Loan
343
343
Aquavista Watersides 2 LTD(1)(2)(4)
Capex / Acquisition Facility
2,201
2,221
Arc Education(1)(3)
Delayed Draw Term Loan
1,263
1,291
Argus Bidco Limited(1)(2)(4)
CAF Term Loan
361
541
ASC Communications, LLC(1)
Revolver
1,089
1,089
Astra Bidco Limited(1)(2)(4)
Delayed Draw Term Loan
515
604
ATL II MRO Holdings, Inc.(1)(2)
Revolver
1,667
1,667
Avance Clinical Bidco Pty Ltd(1)(2)(5)
Delayed Draw Term Loan
1,246
1,304
Azalea Buyer, Inc.(1)(2)
Delayed Draw Term Loan
644
644
Azalea Buyer, Inc.(1)(2)
Revolver
481
481
Beyond Risk Management, Inc.(1)
Delayed Draw Term Loan
2,007
2,007
Biolam Group(1)(2)(3)
Delayed Draw Term Loan
652
667
Bounteous, Inc.(1)(2)
Delayed Draw Term Loan
—
2,840
Brightpay Limited(1)(2)(3)
Delayed Draw Term Loan
137
140
BrightSign LLC(1)(2)
Revolver
266
443
CAi Software, LLC(1)(2)
Revolver
2,523
943
Cascade Residential Services LLC(1)
Delayed Draw Term Loan
1,509
1,985
Cascade Residential Services LLC(1)
Revolver
331
331
Catawba River Limited(1)(2)(4)
Structured Junior Note
—
13,971
CCFF Buyer, LLC(1)(2)
Delayed Draw Term Loan
3,490
—
CCFF Buyer, LLC(1)(2)
Revolver
1,047
—
CGI Parent, LLC(1)(2)
Revolver
1,653
1,653
Classic Collision (Summit Buyer, LLC)(1)
Delayed Draw Term Loan
2,014
2,734
Comply365, LLC(1)(2)
Revolver
1,101
1,101
Coyo Uprising GmbH(1)(2)(3)
Delayed Draw Term Loan
424
434
CSL Dualcom(1)(4)
Capex / Acquisition Term Loan
149
150
DataServ Integrations, LLC(1)
Revolver
481
481
DecksDirect, LLC(1)(2)
Revolver
169
381
DISA Holdings Corp.(1)
Delayed Draw Term Loan
—
1,072
DISA Holdings Corp.(1)
Revolver
429
339
Dune Group(1)(2)(3)
Delayed Draw Term Loan
429
439
Eclipse Business Capital, LLC(1)
Revolver
16,818
17,182
EMI Porta Holdco LLC(1)(2)
Revolver
59
403
eShipping, LLC(1)
Revolver
1,216
1,486
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)
Delayed Draw Term Loan
—
1,825
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)
Revolver
827
827
The Cleaver-Brooks Company, Inc.(1)
Revolver
3,229
3,229
The Hilb Group, LLC(1)
Delayed Draw Term Loan
—
313
Trader Corporation(1)(6)
Revolver
345
354
Trintech, Inc.(1)
Revolver
383
383
TSYL Corporate Buyer, Inc.(1)
Delayed Draw Term Loan
2,244
2,244
TSYL Corporate Buyer, Inc.(1)
Delayed Draw Term Loan
911
1,469
TSYL Corporate Buyer, Inc.(1)
Revolver
642
642
Turbo Buyer, Inc.(1)(2)
Delayed Draw Term Loan
—
1,350
UBC Ledgers Holding AB(1)(2)(9)
Delayed Draw Term Loan
791
840
UBC Ledgers Holding AB(1)(2)(9)
Revolver
262
278
Union Bidco Limited(1)(4)
Acquisition Facility
82
83
United Therapy Holding III GmbH(1)(2)(3)
Acquisition Facility
668
683
Unither (Uniholding)(1)(3)
Delayed Draw Term Loan
468
479
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2)
Delayed Draw Term Loan
2,512
2,540
West-NR AcquisitionCo., LLC(1)
Delayed Draw Term Loan
2,500
2,500
Whitcraft Holdings, Inc.(1)
Revolver
981
1,760
White Bidco Limited(1)
Delayed Draw Term Loan
514
514
Woodland Foods, Inc.(1)(2)
Line of Credit
336
680
World 50, Inc.(1)(2)
Revolver
973
—
WWEC Holdings III Corp(1)(2)
Revolver
2,484
2,019
Xeinadin Bidco Limited(1)(2)(4)
CAF Term Loan
2,099
2,704
ZB Holdco LLC(1)
Delayed Draw Term Loan
—
2,932
ZB Holdco LLC(1)(2)
Delayed Draw Term Loan
762
—
ZB Holdco LLC(1)(2)
Revolver
541
845
Zeppelin Bidco Limited(1)(2)(4)
Capex / Acquisition Facility
—
2,667
Total unused commitments to extend financing
$
279,806
$
305,903
(1)The Adviser’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2)Represents a commitment to extend financing to a portfolio company where one or more of our current investments in the portfolio company are carried at less than cost.
(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
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(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(8)Actual commitment amount is denominated in Norwegian kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(9)Actual commitment amount is denominated in Swedish kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, we guarantee certain obligations in connection with our portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of both March 31, 2024 and December 31, 2023, we had guaranteed €9.9 million ($10.7 million U.S. dollars and $10.9 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh, or MVC Auto, that mature in December 2025. We would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on our Unaudited and Audited Consolidated Balance Sheets. As such, the credit facility liabilities are considered in the valuation of our investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
Item 3.Quantitative and Qualitative Disclosures About Market Risk.
We are subject to market risk. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The fair value of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; global pandemics; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.
In addition, we are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including EURIBOR, BBSY, STIBOR, CDOR, SOFR, SONIA, SARON, NIBOR and BKBM. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. We regularly measure exposure to interest rate risk and determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. We currently and may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.
As of the end of June 2023, no settings of LIBOR continue to be published on a representative basis and publication of many non-U.S. dollar LIBOR settings has been entirely discontinued. On March 15, 2022, the U.S. enacted federal legislation that is intended to minimize legal and economic uncertainty following U.S. dollar LIBOR’s cessation by replacing LIBOR references in certain U.S. law-governed contracts under certain circumstances with a SOFR-based rate identified in a Federal Reserve rule plus a statutory spread adjustment. In addition, the U.K. Financial Conduct Authority, which regulates the publisher of LIBOR (ICE Benchmark Administration), has announced that it will require the continued publication of the one-, three- and six-month tenors of U.S. dollar LIBOR on a non-representative synthetic basis until the end of September 2024, which may result in certain non-U.S. law-governed contracts and U.S. law-governed contracts not covered by the federal legislation remaining on synthetic U.S. dollar LIBOR until the end of this period.
Our loan agreements with our portfolio companies that referenced LIBOR included fallback language in the event that LIBOR was discontinued, became unrepresentative or in the event that the method for determining LIBOR has changed. As a result of this language or through other bi-lateral amendments, all of these loan agreements have transitioned to an alternative reference rate.
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The transition away from LIBOR and reform, modification, or adjustments of other reference rate benchmarks to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations, including as a result of any changes in the pricing of our investments, changes to the documentation for certain of our investments and the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation or modifications to processes and systems.
The U.S. Federal Reserve previously embarked on a campaign of raising interest rates to address significant and persistent inflation. The goal of these interest rate increases was to slow economic growth and reduce price pressure. There remains a chance that this central bank tightening cycle could force the United States into a recession, or that interest rates and base rates may otherwise decrease. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in SOFR are not offset by a corresponding increase in the spread over SOFR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to SOFR.
As of March 31, 2024, approximately $1,892.4 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are SOFR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors. As of March 31, 2024, approximately $740.4 million (principal amount) of our borrowings bore interest at variable rates (approximately 50.5% of our total borrowings as of March 31, 2024) under the February 2019 Credit Facility and the February 2029 Notes. See “Note 5. Borrowings” to our Unaudited Consolidated Financial Statements for information about the variable interest rates and spreads applicable to borrowings under the February 2019 Credit Facility and the February 2029 Notes.
Based on our March 31, 2024 Unaudited Consolidated Balance Sheet, the following table shows the annual impact on net income of hypothetical base rate changes in interest rates on our debt investments and borrowings (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
(in thousands)
Basis Point Change(1)
Interest Income
Interest Expense
Net Income(2)
Up 300 basis points
$
56,771
$
22,211
$
34,560
Up 200 basis points
37,847
14,807
23,040
Up 100 basis points
18,924
7,404
11,520
Down 25 basis points
(4,731)
(1,851)
(2,880)
Down 50 basis points
(9,462)
(3,702)
(5,760)
(1) Excludes the impact of foreign currency exchange.
(2) Excludes the impact of income based fees. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for more information on the income based fees.
We may also have exposure to foreign currencies related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in local foreign currencies under the February 2019 Credit Facility to finance such investments. As of March 31, 2024, we had U.S. dollar borrowings of $214.0 million outstanding under the February 2019 Credit Facility with an interest rate of 7.420% (one month SOFR of 5.320%), borrowings denominated in Swedish kronor of 12.8kr million ($1.2 million U.S. dollars) with an interest rate of 6.063% (one month STIBOR of 4.063%), borrowings denominated in British pounds sterling of £66.6 million ($84.1 million U.S. dollars) with an interest rate of 7.221% (one month SONIA of 5.189%) and borrowings denominated in Euros of €130.6 million ($141.0 million U.S. dollars) with an interest rate of 5.938% (one month EURIBOR of 3.938%).
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Item 4.Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2024. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the first quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1.Legal Proceedings.
Neither we, the Adviser, nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our respective businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.
Item 1A.Risk Factors.
You should carefully consider the risks referenced below and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto, before making a decision to transact in our securities. The risks and uncertainties referenced herein are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results, as well as the market price of our securities.
There have been no material changes during the three months ended March 31, 2024 to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, which you should carefully consider before transacting in our securities. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the market price of our securities could decline, and you may lose all or part of your investment.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
During the three months ended March 31, 2024, in connection with our DRIP for our common stockholders, we directed the plan administrator to purchase 67,128 shares of our common stock for an aggregate of $619,423 in the open market in order to satisfy our obligations to deliver shares of common stock to our stockholders with respect to our dividend declared on February 22, 2024.
On February 22, 2024, the Board authorized a new 12-month share repurchase program. Under the program, we may repurchase, during the 12-month period commencing on March 1, 2024, up to $30.0 million in the aggregate of our outstanding common stock in the open market at prices below the then-current NAV per share. The timing, manner, price and amount of any share repurchases will be determined by us, in our discretion, based upon the evaluation of economic and market conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The program is expected to be in effect until March 1, 2025, unless extended or until the aggregate repurchase amount that has been approved by the Board has been expended. The program does not require us to repurchase any specific number of shares, and we cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued at any time. During the three months ended March 31, 2024, we repurchased a total of 115,911 shares of our common stock in the open market under the authorized program at an average price of $9.56 per share, including brokerage commissions.
Item 3.Defaults Upon Senior Securities.
None.
Item 4.Mine Safety Disclosures.
Not applicable.
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Item 5.Other Information.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
