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Revolver2024-12-310001379785HTI Technology & Industries, Delayed Draw Term Loan2024-12-310001379785HTI Technology & Industries, Revolver2024-12-310001379785Hydratech Holdings, Inc., Delayed Draw Term Loan2024-12-310001379785Hydratech Holdings, Inc., Revolver2024-12-310001379785Ice House America, L.L.C., Delayed Draw Term Loan2024-12-310001379785Ice House America, L.L.C., Revolver2024-12-310001379785Interstellar Group B.V., Delayed Draw Term Loan 12024-12-310001379785InvoCare Limited, Delayed Draw Term Loan2024-12-310001379785ISTO Technologies II, LLC, Revolver2024-12-310001379785ITI Intermodal, Inc., Revolver2024-12-310001379785Jocassee Partners LLC, Joint Venture2024-12-310001379785Jon Bidco Limited, Capex / Acquisition Facility2024-12-310001379785Jones Fish Hatcheries & Distributors LLC, Revolver2024-12-310001379785Keystone Bidco B.V., Delayed Draw Term Loan2024-12-310001379785Keystone Bidco B.V., Revolver2024-12-310001379785Lambir Bidco Limited, Delayed Draw Term Loan2024-12-310001379785Lattice Group Holdings Bidco Limited, Delayed Draw Term Loan2024-12-310001379785Lattice Group Holdings Bidco Limited, Revolver2024-12-310001379785LeadsOnline, LLC, Revolver2024-12-310001379785Marmoutier Holding B.V., Delayed Draw Term Loan2024-12-310001379785Marmoutier Holding B.V., Revolver2024-12-310001379785MB Purchaser, LLC, Delayed Draw Term Loan2024-12-310001379785MB Purchaser, LLC, Revolver2024-12-310001379785MC Group Ventures Corporation, Delayed Draw Term Loan 12024-12-310001379785MC Group Ventures Corporation, Delayed Draw Term Loan 22024-12-310001379785Media Recovery, Inc. (SpotSee), Revolver 12024-12-310001379785Media Recovery, Inc. (SpotSee), Revolver 22024-12-310001379785Megawatt Acquisitionco, Inc., Revolver2024-12-310001379785Mercell Holding AS, Capex / Acquisition Facility2024-12-310001379785Modern Star Holdings Bidco Pty Limited, Term Loan2024-12-310001379785Moonlight Bidco Limited, Delayed Draw Term Loan2024-12-310001379785Narda Acquisitionco., Inc., Revolver2024-12-310001379785NAW Buyer LLC, Delayed Draw Term Loan2024-12-310001379785NAW Buyer LLC, Revolver2024-12-310001379785Next Holdco, LLC, Delayed Draw Term Loan2024-12-310001379785Next Holdco, LLC, Revolver2024-12-310001379785NF Holdco, LLC, Revolver2024-12-310001379785Northstar Recycling, LLC, Delayed Draw Term Loan2024-12-310001379785Northstar Recycling, LLC, Revolver2024-12-310001379785NPM Investments 28 B.V., Delayed Draw Term Loan2024-12-310001379785OA Buyer, Inc., Revolver2024-12-310001379785OAC Holdings I Corp, Revolver2024-12-310001379785OSP Hamilton Purchaser, LLC, Delayed Draw Term Loan2024-12-310001379785OSP Hamilton Purchaser, LLC, Revolver2024-12-310001379785Parkview Dental Holdings LLC, Delayed Draw Term Loan2024-12-310001379785PDQ.Com Corporation, Delayed Draw Term Loan 12024-12-310001379785PDQ.Com Corporation, Delayed Draw Term Loan 22024-12-310001379785Polara Enterprises, L.L.C., Revolver2024-12-310001379785PowerGEM Buyer, Inc., Delayed Draw Term Loan2024-12-310001379785PowerGEM Buyer, Inc., Revolver2024-12-310001379785Premium Invest, Capex / Acquisition Facility2024-12-310001379785Process Insights Acquisition, Inc., Delayed Draw Term Loan2024-12-310001379785Process Insights Acquisition, Inc., Revolver 12024-12-310001379785ProfitOptics, LLC, Revolver2024-12-310001379785Pro-Vision Solutions Holdings, LLC, Revolver2024-12-310001379785PSP Intermediate 4, LLC, Delayed Draw Term Loan2024-12-310001379785Qualified Industries, LLC, Revolver2024-12-310001379785R1 HOLDINGS, LLC, Revolver2024-12-310001379785Randys Holdings, Inc., Delayed Draw Term Loan2024-12-310001379785Randys Holdings, Inc., Revolver2024-12-310001379785Rapid Buyer LLC, Delayed Draw Term Loan2024-12-310001379785Rapid Buyer LLC, Revolver2024-12-310001379785Rocade Holdings LLC, Preferred Equity2024-12-310001379785Rock Labor LLC, Revolver2024-12-310001379785ROI Solutions LLC, Delayed Draw Term Loan2024-12-310001379785ROI Solutions LLC, Revolver2024-12-310001379785Royal Buyer, LLC, Revolver2024-12-310001379785RPX Corporation, Revolver2024-12-310001379785Saab Purchaser, Inc., Delayed Draw Term Loan2024-12-310001379785Saab Purchaser, Inc., Revolver2024-12-310001379785Sanoptis S.A.R.L., Term Loan2024-12-310001379785Sansidor BV, Capex / Acquisition Facility2024-12-310001379785SBP Holdings LP, Delayed Draw Term Loan 12024-12-310001379785SBP Holdings LP, Revolver2024-12-310001379785Scout Bidco B.V., Revolver2024-12-310001379785Security Holdings B.V., Revolver 12024-12-310001379785Security Holdings B.V., Revolver 22024-12-310001379785Sinari Invest, Delayed Draw Term Loan2024-12-310001379785SISU ACQUISITIONCO., INC., Delayed Draw Term Loan2024-12-310001379785Skyvault Holdings LLC, Delayed Draw Term Loan2024-12-310001379785Smartling, Inc., Revolver2024-12-310001379785SmartShift Group, Inc., Revolver2024-12-310001379785Solo Buyer, L.P., Revolver2024-12-310001379785Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.), Delayed Draw Term Loan2024-12-310001379785Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.), Revolver2024-12-310001379785SPATCO Energy Solutions, LLC, Delayed Draw Term Loan2024-12-310001379785SPATCO Energy Solutions, LLC, Revolver2024-12-310001379785Spatial Business Systems LLC, Revolver2024-12-310001379785SSCP Pegasus Midco Limited, Delayed Draw Term Loan2024-12-310001379785Superjet Buyer, LLC, Delayed Draw Term Loan2024-12-310001379785Superjet Buyer, LLC, Revolver2024-12-310001379785SVI International LLC, Delayed Draw Term Loan2024-12-310001379785SVI International LLC, Revolver2024-12-310001379785Tank Holding Corp, Delayed Draw Term Loan 12024-12-310001379785Tank Holding Corp, Revolver2024-12-310001379785Tanqueray Bidco Limited, Capex / Acquisition Facility2024-12-310001379785TAPCO Buyer LLC, Delayed Draw Term Loan2024-12-310001379785TAPCO Buyer LLC, Revolver2024-12-310001379785Technology Service Stream BidCo Pty Ltd, Delayed Draw Term Loan2024-12-310001379785Techone B.V., Revolver2024-12-310001379785Tencarva Machinery Company, LLC, Revolver2024-12-310001379785The Caprock Group, Inc. (aka TA/TCG Holdings, LLC), Revolver2024-12-310001379785THG Acquisition, LLC, Delayed Draw Term Loan2024-12-310001379785THG Acquisition, LLC, Revolver2024-12-310001379785Trintech, Inc., Revolver2024-12-310001379785TSYL Corporate Buyer, Inc., Delayed Draw Term Loan 12024-12-310001379785TSYL Corporate Buyer, Inc., Revolver2024-12-310001379785UBC Ledgers Holding AB, Delayed Draw Term Loan2024-12-310001379785UHY Advisors, Inc., Delayed Draw Term Loan2024-12-310001379785UHY Advisors, Inc., Revolver2024-12-310001379785Union Bidco Limited, Capex / Acquisition Facility2024-12-310001379785United Therapy Holding III GmbH, Capex / Acquisition Facility2024-12-310001379785Unither (Uniholding), Delayed Draw Term Loan2024-12-310001379785WEST-NR ACQUISITIONCO, LLC, Delayed Draw Term Loan 12024-12-310001379785WEST-NR ACQUISITIONCO, LLC, Delayed Draw Term Loan 22024-12-310001379785Whitcraft Holdings, Inc., Delayed Draw Term Loan2024-12-310001379785Whitcraft Holdings, Inc., Revolver2024-12-310001379785White Bidco Limited, Delayed Draw Term Loan2024-12-310001379785Woodland Foods, LLC, Line of Credit2024-12-310001379785World 50, Inc., Revolver2024-12-310001379785WWEC Holdings III Corp, Revolver2024-12-310001379785ZB Holdco LLC, Revolver2024-12-310001379785bbdc:ErsteBankAndMCVAutomotiveGroupGmbhMemberus-gaap:FinancialGuaranteeMember2024-12-310001379785bbdc:ErsteBankAndMCVAutomotiveGroupGmbhMemberus-gaap:FinancialGuaranteeMember2023-12-310001379785us-gaap:SubsequentEventMemberbbdc:O2025Q1DividendsMember2025-02-202025-02-200001379785us-gaap:SubsequentEventMemberbbdc:S2025ADividendsMember2025-02-202025-02-200001379785us-gaap:SubsequentEventMembersrt:ScenarioForecastMemberbbdc:S2025Q1DividendsMember2025-03-122025-03-120001379785us-gaap:SubsequentEventMembersrt:ScenarioForecastMemberbbdc:S2025Q2DividendsMember2025-06-112025-06-110001379785us-gaap:SubsequentEventMembersrt:ScenarioForecastMemberbbdc:S2025Q3DividendsMember2025-09-032025-09-3000013797852023-01-312023-01-310001379785us-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMember2023-12-310001379785us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-12-310001379785us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2023-12-310001379785us-gaap:InvestmentAffiliatedIssuerControlledMember2024-12-310001379785us-gaap:InvestmentAffiliatedIssuerControlledMember2023-12-310001379785us-gaap:CreditRiskContractMember2023-12-310001379785us-gaap:CreditRiskContractMember2024-12-310001379785us-gaap:ForeignExchangeContractMember2024-12-310001379785us-gaap:ForeignExchangeContractMember2023-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMember2022-01-012022-12-310001379785us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2022-01-012022-12-310001379785us-gaap:InvestmentAffiliatedIssuerControlledMember2022-01-012022-12-310001379785us-gaap:CashMember2022-01-012022-12-310001379785us-gaap:CommonStockMember2021-12-310001379785us-gaap:AdditionalPaidInCapitalMember2021-12-310001379785us-gaap:RetainedEarningsMember2021-12-310001379785us-gaap:RetainedEarningsMember2022-01-012022-12-310001379785us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001379785us-gaap:CommonStockMember2022-01-012022-12-310001379785us-gaap:CommonStockMember2022-12-310001379785us-gaap:AdditionalPaidInCapitalMember2022-12-310001379785us-gaap:RetainedEarningsMember2022-12-310001379785us-gaap:RetainedEarningsMember2023-01-012023-12-310001379785us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001379785us-gaap:CommonStockMember2023-01-012023-12-310001379785us-gaap:CommonStockMember2023-12-310001379785us-gaap:AdditionalPaidInCapitalMember2023-12-310001379785us-gaap:RetainedEarningsMember2023-12-310001379785us-gaap:RetainedEarningsMember2024-01-012024-12-310001379785us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001379785us-gaap:CommonStockMember2024-01-012024-12-310001379785us-gaap:CommonStockMember2024-12-310001379785us-gaap:AdditionalPaidInCapitalMember2024-12-310001379785us-gaap:RetainedEarningsMember2024-12-310001379785Accurus 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Senior Secured Term Loan2024-12-310001379785Trident Maritime Systems, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Whitcraft Holdings, Inc., First Lien Senior Secured Term Loan 12024-12-310001379785Whitcraft Holdings, Inc., First Lien Senior Secured Term Loan 22024-12-310001379785Whitcraft Holdings, Inc., First Lien Senior Secured Term Loan 32024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:AerospaceSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Burgess Point Purchaser Corporation, Second Lien Senior Secured Term Loan2024-12-310001379785Innovative XCessories & Services, LLC, First Lien Senior Secured Term Loan2024-12-310001379785OAC Holdings I Corp, First Lien Senior Secured Term Loan2024-12-310001379785Randys Holdings, Inc., First Lien Senior Secured Term Loan2024-12-310001379785SPATCO Energy Solutions, LLC, First Lien Senior Secured Term Loan2024-12-310001379785SVI International LLC, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:AutomotiveSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Apus Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785Beyond Risk Management, Inc., First Lien Senior Secured Term Loan2024-12-310001379785DreamStart Bidco SAS (d/b/a SmartTrade), First Lien Senior Secured Term Loan2024-12-310001379785Finaxy Holding, First Lien Senior Secured Term Loan2024-12-310001379785Groupe Guemas, First Lien Senior Secured Term Loan2024-12-310001379785Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)), First Lien Senior Secured Term Loan2024-12-310001379785IM Square, First Lien Senior Secured Term Loan2024-12-310001379785Policy Services Company, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Premium Invest, First Lien Senior Secured Term Loan2024-12-310001379785Preqin MC Limited, First Lien Senior Secured Term Loan2024-12-310001379785Russell Investments US Institutional Holdco, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Shelf Bidco Ltd, Second Out Term Loan2024-12-310001379785The Caprock Group, Inc. (aka TA/TCG Holdings, LLC), First Lien Senior Secured Term Loan2024-12-310001379785The Caprock Group, Inc. (aka TA/TCG Holdings, LLC), Subordinated Term Loan2024-12-310001379785THG Acquisition, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Turbo Buyer, Inc., First Lien Senior Secured Term Loan2024-12-310001379785WEST-NR ACQUISITIONCO, LLC, First Lien Senior Secured Term Loan 12024-12-310001379785WEST-NR ACQUISITIONCO, LLC, First Lien Senior Secured Term Loan 22024-12-310001379785WEST-NR ACQUISITIONCO, LLC, First Lien Senior Secured Term Loan 32024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:BankingFinanceInsuranceAndRealEstateMemberus-gaap:DebtSecuritiesMember2024-12-310001379785CTI Foods Holdings Co., LLC, 2024 LIFO Term Loan2024-12-310001379785CTI Foods Holdings Co., LLC, First Out Term Loan2024-12-310001379785CTI Foods Holdings Co., LLC, Second Out Term Loan2024-12-310001379785Innovad Group II BV, First Lien Senior Secured Term Loan 12024-12-310001379785Innovad Group II BV, First Lien Senior Secured Term Loan 22024-12-310001379785Riedel Beheer B.V., First Lien Senior Secured Term Loan2024-12-310001379785Woodland Foods, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Woodland Foods, LLC, Revolver2024-12-310001379785ZB Holdco LLC, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:BeverageFoodAndTobaccoMemberus-gaap:DebtSecuritiesMember2024-12-310001379785AirX Climate Solutions, Inc., First Lien Senior Secured Term Loan 12024-12-310001379785AirX Climate Solutions, Inc., First Lien Senior Secured Term Loan 22024-12-310001379785APC1 Holding, First Lien Senior Secured Term Loan2024-12-310001379785BPG Holdings IV Corp, First Lien Senior Secured Term Loan2024-12-310001379785Brown Machine Group Holdings, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Cobham Slip Rings SAS, First Lien Senior Secured Term Loan2024-12-310001379785Polara Enterprises, L.L.C., First Lien Senior Secured Term Loan2024-12-310001379785Process Equipment, Inc. (ProcessBarron), First Lien Senior Secured Term Loan2024-12-310001379785Process Insights Acquisition, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Process Insights Acquisition, Inc., Revolver2024-12-310001379785Rapid Buyer LLC, First Lien Senior Secured Term Loan2024-12-310001379785TAPCO Buyer LLC, First Lien Senior Secured Term Loan2024-12-310001379785Tencarva Machinery Company, LLC, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:CapitalEquipmentMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Americo Chemical Products, LLC, First Lien Senior Secured Term Loan2024-12-310001379785AnalytiChem Holding GmbH, First Lien Senior Secured Term Loan 12024-12-310001379785AnalytiChem Holding GmbH, First Lien Senior Secured Term Loan 22024-12-310001379785AnalytiChem Holding GmbH, First Lien Senior Secured Term Loan 32024-12-310001379785AnalytiChem Holding GmbH, First Lien Senior Secured Term Loan 42024-12-310001379785Aptus 1829. GmbH, First Lien Senior Secured Term Loan2024-12-310001379785Polymer Solutions Group Holdings, LLC, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ChemicalsSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001379785BKF Buyer, Inc., First Lien Senior Secured Term Loan2024-12-310001379785EMI Porta Holdco LLC, First Lien Senior Secured Term Loan2024-12-310001379785MNS Buyer, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Ocelot Holdco LLC, Super Senior Takeback Loan2024-12-310001379785Ocelot Holdco LLC, Takeback Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ConstructionSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001379785DecksDirect, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Gojo Industries, Inc., First Lien Senior Secured Term Loan2024-12-310001379785HTI Technology & Industries, First Lien Senior Secured Term Loan2024-12-310001379785Lifestyle Intermediate II, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Renovation Parent Holdings, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Team Air Distributing, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Team Air Distributing, LLC, Subordinated Term Loan2024-12-310001379785Terrybear, Inc., Subordinated Term Loan2024-12-310001379785Victoria Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:ConsumerGoodsDurableMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Bidwax, First Lien Senior Secured Term Loan2024-12-310001379785CCFF Buyer, LLC, First Lien Senior Secured Term Loan2024-12-310001379785David Wood Baking UK Ltd, First Lien Senior Secured Term Loan2024-12-310001379785Herbalife Ltd., First Lien Senior Secured Term Loan2024-12-310001379785Ice House America, L.L.C., First Lien Senior Secured Term Loan2024-12-310001379785Isagenix International, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Modern Star Holdings Bidco Pty Limited., First Lien Senior Secured Term Loan2024-12-310001379785Safety Products Holdings, LLC, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:ConsumerGoodsNonDurableMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Brook & Whittle Holding Corp., First Lien Senior Secured Term Loan2024-12-310001379785Diversified Packaging Holdings LLC, Second Lien Senior Secured Term Loan2024-12-310001379785Five Star Holding LLC, Second Lien Senior Secured Term Loan2024-12-310001379785Media Recovery, Inc. (SpotSee), First Lien Senior Secured Term Loan 12024-12-310001379785Media Recovery, Inc. (SpotSee), First Lien Senior Secured Term Loan 22024-12-310001379785OG III B.V., First Lien Senior Secured Term Loan2024-12-310001379785Tank Holding Corp, First Lien Senior Secured Term Loan 12024-12-310001379785Tank Holding Corp, First Lien Senior Secured Term Loan 22024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberus-gaap:ContainerAndPackagingSectorMemberus-gaap:DebtSecuritiesMember2024-12-310001379785WWEC Holdings III Corp, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:EnergyElectricityMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Bridger Aerospace Group Holdings, LLC, Municipal Revenue Bond2024-12-310001379785EB Development, First Lien Senior Secured Term Loan2024-12-310001379785Entact Environmental Services, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Northstar Recycling, LLC, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:EnvironmentalIndustriesMemberus-gaap:DebtSecuritiesMember2024-12-310001379785A.T. Holdings II LTD, First Lien Senior Secured Term Loan2024-12-310001379785Amalfi Midco, Second Lien Senior Secured Term Loan2024-12-310001379785Amalfi Midco, Subordinated Loan Notes2024-12-310001379785APOG Bidco Pty Ltd, Second Lien Senior Secured Term Loan2024-12-310001379785Astra Bidco Limited, First Lien Senior Secured Term Loan 12024-12-310001379785Astra Bidco Limited, First Lien Senior Secured Term Loan 22024-12-310001379785Avance Clinical Bidco Pty Ltd, First Lien Senior Secured Term Loan2024-12-310001379785Biolam Group, First Lien Senior Secured Term Loan2024-12-310001379785BVI Medical, Inc., Second Lien Senior Secured Term Loan2024-12-310001379785Canadian Orthodontic Partners Corp., First Lien Senior Secured Term Loan2024-12-310001379785Canadian Orthodontic Partners Corp., Super Senior Secured Term Loan2024-12-310001379785Ceres Pharma NV, First Lien Senior Secured Term Loan2024-12-310001379785Coherus Biosciences, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Dune Group, First Lien Senior Secured Term Loan 12024-12-310001379785Dune Group, First Lien Senior Secured Term Loan 22024-12-310001379785Dune Group, First Lien Senior Secured Term Loan 32024-12-310001379785Ellkay, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Faraday, First Lien Senior Secured Term Loan2024-12-310001379785Finexvet, First Lien Senior Secured Term Loan2024-12-310001379785Forest Buyer, LLC, First Lien Senior Secured Term Loan2024-12-310001379785GCDL LLC, First Lien Senior Secured Term Loan2024-12-310001379785GPNZ II GmbH, First Lien Senior Secured Term Loan 12024-12-310001379785GPNZ II GmbH, First Lien Senior Secured Term Loan 22024-12-310001379785GPNZ II GmbH, First Lien Senior Secured Term Loan 32024-12-310001379785Groupe Product Life, First Lien Senior Secured Term Loan2024-12-310001379785HeartHealth Bidco Pty Ltd, First Lien Senior Secured Term Loan2024-12-310001379785Heartland Veterinary Partners, LLC, Subordinated Term Loan2024-12-310001379785HemaSource, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Home Care Assistance, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Hygie 31 Holding, First Lien Senior Secured Term Loan2024-12-310001379785ISTO Technologies II, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Jon Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785Keystone Bidco B.V., First Lien Senior Secured Term Loan2024-12-310001379785Lambir Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785Lambir Bidco Limited, Second Lien Senior Secured Term Loan2024-12-310001379785Median B.V., First Lien Senior Secured Term Loan2024-12-310001379785Medical Solutions Parent Holdings, Inc., Second Lien Senior Secured Term Loan2024-12-310001379785MI OpCo Holdings, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Moonlight Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785Napa Bidco Pty Ltd, First Lien Senior Secured Term Loan2024-12-310001379785Navia Benefit Solutions, Inc., First Lien Senior Secured Term Loan2024-12-310001379785NPM Investments 28 B.V., First Lien Senior Secured Term Loan2024-12-310001379785OA Buyer, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Ocular Therapeutix, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Oracle Vision Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785Pare SAS (SAS Maurice MARLE), First Lien Senior Secured Term Loan 12024-12-310001379785Pare SAS (SAS Maurice MARLE), First Lien Senior Secured Term Loan 22024-12-310001379785Parkview Dental Holdings LLC, First Lien Senior Secured Term Loan2024-12-310001379785Sanoptis S.A.R.L., First Lien Senior Secured Term Loan 12024-12-310001379785Sanoptis S.A.R.L., First Lien Senior Secured Term Loan 22024-12-310001379785Sanoptis S.A.R.L., First Lien Senior Secured Term Loan 32024-12-310001379785Smile Brands Group Inc., First Lien Senior Secured Term Loan 12024-12-310001379785Smile Brands Group Inc., First Lien Senior Secured Term Loan 22024-12-310001379785SSCP Pegasus Midco Limited, First Lien Senior Secured Term Loan2024-12-310001379785SSCP Spring Bidco 3 Limited, First Lien Senior Secured Term Loan2024-12-310001379785Union Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785United Therapy Holding III GmbH, First Lien Senior Secured Term Loan2024-12-310001379785Unither (Uniholding), First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:HealthcareAndPharmaceuticalsMemberus-gaap:DebtSecuritiesMember2024-12-3100013797851WorldSync, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Alpine SG, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Argus Bidco Limited, First Lien Senior Secured Term Loan 12024-12-310001379785Argus Bidco Limited, First Lien Senior Secured Term Loan 22024-12-310001379785Argus Bidco Limited, First Lien Senior Secured Term Loan 32024-12-310001379785Argus Bidco Limited, Second Lien Senior Secured Term Loan2024-12-310001379785Benify (Bennevis AB), First Lien Senior Secured Term Loan2024-12-310001379785CAi Software, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Caribou Holding Company, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Contabo Finco S.À.R.L, First Lien Senior Secured Term Loan2024-12-310001379785CW Group Holdings, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Dragon Bidco, First Lien Senior Secured Term Loan2024-12-310001379785Dwyer Instruments, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Electrical Components International, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Eurofins Digital Testing International LUX Holding SARL, First Lien Senior Secured Term Loan 12024-12-310001379785Eurofins Digital Testing International LUX Holding SARL, First Lien Senior Secured Term Loan 22024-12-310001379785Eurofins Digital Testing International LUX Holding SARL, First Lien Senior Secured Term Loan 32024-12-310001379785Eurofins Digital Testing International LUX Holding SARL, Senior Subordinated Term Loan2024-12-310001379785FSS Buyer LLC, First Lien Senior Secured Term Loan2024-12-310001379785Graphpad Software, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Heavy Construction Systems Specialists, LLC, First Lien Senior Secured Term Loan2024-12-310001379785HW Holdco, LLC (Hanley Wood LLC), First Lien Senior Secured Term Loan2024-12-310001379785Ivanti Software, Inc., Second Lien Senior Secured Term Loan2024-12-310001379785Lattice Group Holdings Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785NAW Buyer LLC, First Lien Senior Secured Term Loan2024-12-310001379785NeoxCo, First Lien Senior Secured Term Loan2024-12-310001379785Next Holdco, LLC, First Lien Senior Secured Term Loan2024-12-310001379785ORTEC INTERNATIONAL NEWCO B.V., First Lien Senior Secured Term Loan2024-12-310001379785OSP Hamilton Purchaser, LLC, First Lien Senior Secured Term Loan2024-12-310001379785PDQ.Com Corporation, First Lien Senior Secured Term Loan2024-12-310001379785PowerGEM Buyer, Inc., First Lien Senior Secured Term Loan2024-12-310001379785ProfitOptics, LLC, First Lien Senior Secured Term Loan2024-12-310001379785ProfitOptics, LLC, Senior Subordinated Term Loan2024-12-310001379785Pro-Vision Solutions Holdings, LLC, First Lien Senior Secured Term Loan2024-12-310001379785PSP Intermediate 4, LLC, First Lien Senior Secured Term Loan 12024-12-310001379785PSP Intermediate 4, LLC, First Lien Senior Secured Term Loan 22024-12-310001379785RA Outdoors, LLC, First Lien Senior Secured Term Loan2024-12-310001379785RA Outdoors, LLC, Revolver2024-12-310001379785Saab Purchaser, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Scout Bidco B.V., First Lien Senior Secured Term Loan 12024-12-310001379785Scout Bidco B.V., First Lien Senior Secured Term Loan 22024-12-310001379785Sinari Invest, First Lien Senior Secured Term Loan2024-12-310001379785Smartling, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Validity, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Vision Solutions Inc., Second Lien Senior Secured Term Loan2024-12-310001379785White Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:HighTechIndustriesMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Aquavista Watersides 2 LTD, First Lien Senior Secured Term Loan2024-12-310001379785Aquavista Watersides 2 LTD, Second Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:HotelGamingAndLeisureMemberus-gaap:DebtSecuritiesMember2024-12-310001379785ASC Communications, LLC, First Lien Senior Secured Term Loan2024-12-310001379785AVSC Holding Corp., First Lien Senior Secured Term Loan 12024-12-310001379785AVSC Holding Corp., First Lien Senior Secured Term Loan 22024-12-310001379785Ruffalo Noel Levitz, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Superjet Buyer, LLC, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:MediaAdvertisingPrintingAndPublishingMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Music Reports, Inc., First Lien Senior Secured Term Loan2024-12-310001379785The Octave Music Group, Inc., First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:MediaBroadcastingAndSubscriptionMemberus-gaap:DebtSecuritiesMember2024-12-310001379785BrightSign LLC, First Lien Senior Secured Term Loan2024-12-310001379785CM Acquisitions Holdings Inc., First Lien Senior Secured Term Loan 12024-12-310001379785CM Acquisitions Holdings Inc., First Lien Senior Secured Term Loan2024-12-310001379785Footco 40 Limited, First Lien Senior Secured Term Loan 12024-12-310001379785Footco 40 Limited, First Lien Senior Secured Term Loan 22024-12-310001379785Learfield Communications, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Murphy Midco Limited, First Lien Senior Secured Term Loan2024-12-310001379785Rock Labor LLC, First Lien Senior Secured Term Loan2024-12-310001379785Solo Buyer, L.P., First Lien Senior Secured Term Loan2024-12-310001379785Vital Buyer, LLC, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:MediaDiversifiedAndProductionMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Arch Global Precision LLC, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:MetalsAndMiningMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Acclime Holdings HK Limited, First Lien Senior Secured Term Loan2024-12-310001379785Acogroup, First Lien Senior Secured Term Loan2024-12-310001379785AD Bidco, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Adhefin International, First Lien Senior Secured Term Loan2024-12-310001379785Adhefin International, Subordinated Term Loan2024-12-310001379785AlliA Insurance Brokers NV, First Lien Senior Secured Term Loan2024-12-310001379785Apex Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785Apex Bidco Limited, Subordinated Senior Unsecured Term Loan2024-12-310001379785Artemis Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785Auxi International, First Lien Senior Secured Term Loan 12024-12-310001379785Auxi International, First Lien Senior Secured Term Loan 22024-12-310001379785Azalea Buyer, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Azalea Buyer, Inc., Subordinated Term Loan2024-12-310001379785Basin Innovation Group, LLC, First Lien Senior Secured Term Loan2024-12-310001379785BNI Global, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Bounteous, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Brightpay Limited, First Lien Senior Secured Term Loan2024-12-310001379785Brightpay Limited, First Lien Senior Secured Term Loan 22024-12-310001379785British Engineering Services Holdco Limited, First Lien Senior Secured Term Loan2024-12-310001379785Caldwell & Gregory LLC, First Lien Senior Secured Term Loan2024-12-310001379785Centralis Finco S.a.r.l., First Lien Senior Secured Term Loan2024-12-310001379785CGI Parent, LLC, First Lien Senior Secured Term Loan2024-12-310001379785CMT Opco Holding, LLC (Concept Machine), First Lien Senior Secured Term Loan2024-12-310001379785Comply365, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Coyo Uprising GmbH, First Lien Senior Secured Term Loan2024-12-310001379785DataServ Integrations, LLC, First Lien Senior Secured Term Loan2024-12-310001379785DISA Holdings Corp., First Lien Senior Secured Term Loan2024-12-310001379785Dunlipharder B.V., First Lien Senior Secured Term Loan2024-12-310001379785EFC International, Senior Unsecured Term Loan2024-12-310001379785Electric Equipment & Engineering Co., First Lien Senior Secured Term Loan2024-12-310001379785Events Software BidCo Pty Ltd, First Lien Senior Secured Term Loan2024-12-310001379785Fortis Payment Systems, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Greenhill II BV, First Lien Senior Secured Term Loan2024-12-310001379785HEKA Invest, First Lien Senior Secured Term Loan2024-12-310001379785Hydratech Holdings, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Infoniqa Holdings GmbH, First Lien Senior Secured Term Loan2024-12-310001379785Interstellar Group B.V., First Lien Senior Secured Term Loan2024-12-310001379785Isolstar Holding NV (IPCOM), First Lien Senior Secured Term Loan2024-12-310001379785JF Acquisition, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Jones Fish Hatcheries & Distributors LLC, First Lien Senior Secured Term Loan2024-12-310001379785LeadsOnline, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Legal Solutions Holdings, Senior Subordinated Loan2024-12-310001379785Long Term Care Group, Inc., First Lien Senior Secured Term Loan2024-12-310001379785MB Purchaser, LLC, First Lien Senior Secured Term Loan2024-12-310001379785MC Group Ventures Corporation, First Lien Senior Secured Term Loan 12024-12-310001379785MC Group Ventures Corporation, First Lien Senior Secured Term Loan 22024-12-310001379785NF Holdco, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Origin Bidco Limited, First Lien Senior Secured Term Loan 12024-12-310001379785Origin Bidco Limited, First Lien Senior Secured Term Loan 22024-12-310001379785Patriot New Midco 1 Limited (Forensic Risk Alliance), First Lien Senior Secured Term Loan 12024-12-310001379785Patriot New Midco 1 Limited (Forensic Risk Alliance), First Lien Senior Secured Term Loan 22024-12-310001379785Qualified Industries, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Questel Unite, First Lien Senior Secured Term Loan2024-12-310001379785Recovery Point Systems, Inc., First Lien Senior Secured Term Loan2024-12-310001379785ROI Solutions LLC, First Lien Senior Secured Term Loan2024-12-310001379785Royal Buyer, LLC, First Lien Senior Secured Term Loan2024-12-310001379785RPX Corporation, First Lien Senior Secured Term Loan2024-12-310001379785Sansidor BV, First Lien Senior Secured Term Loan2024-12-310001379785SBP Holdings LP, First Lien Senior Secured Term Loan2024-12-310001379785Scaled Agile, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Scaled Agile, Inc., Revolver2024-12-310001379785SmartShift Group, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.), First Lien Senior Secured Term Loan2024-12-310001379785Starnmeer B.V., First Lien Senior Secured Term Loan2024-12-310001379785TA SL Cayman Aggregator Corp., Subordinated Term Loan2024-12-310001379785Tanqueray Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785Technology Service Stream BidCo Pty Ltd, First Lien Senior Secured Term Loan2024-12-310001379785Techone B.V., First Lien Senior Secured Term Loan2024-12-310001379785Trintech, Inc., First Lien Senior Secured Term Loan2024-12-310001379785TSYL Corporate Buyer, Inc., First Lien Senior Secured Term Loan 12024-12-310001379785TSYL Corporate Buyer, Inc., First Lien Senior Secured Term Loan 22024-12-310001379785TSYL Corporate Buyer, Inc., First Lien Senior Secured Term Loan 32024-12-310001379785TSYL Corporate Buyer, Inc., First Lien Senior Secured Term Loan 42024-12-310001379785Turnberry Solutions, Inc., First Lien Senior Secured Term Loan2024-12-310001379785UBC Ledgers Holding AB, First Lien Senior Secured Term Loan 12024-12-310001379785UBC Ledgers Holding AB, First Lien Senior Secured Term Loan 22024-12-310001379785UHY Advisors, Inc., First Lien Senior Secured Term Loan2024-12-310001379785USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.), First Lien Senior Secured Term Loan 12024-12-310001379785USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.), First Lien Senior Secured Term Loan 22024-12-310001379785Utac Ceram, First Lien Senior Secured Term Loan 12024-12-310001379785Utac Ceram, First Lien Senior Secured Term Loan 22024-12-310001379785Utac Ceram, First Lien Senior Secured Term Loan 32024-12-310001379785W2O Holdings, Inc., First Lien Senior Secured Term Loan2024-12-310001379785World 50, Inc., First Lien Senior Secured Term Loan2024-12-310001379785Xeinadin Bidco Limited, First Lien Senior Secured Term Loan 12024-12-310001379785Xeinadin Bidco Limited, First Lien Senior Secured Term Loan 22024-12-310001379785Xeinadin Bidco Limited, Subordinated Term Loan2024-12-310001379785Zeppelin Bidco Limited, First Lien Senior Secured Term Loan2024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:ServicesBusinessMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Arc Education, First Lien Senior Secured Term Loan2024-12-310001379785Archimede, First Lien Senior Secured Term Loan2024-12-310001379785Bariacum S.A, First Lien Senior Secured Term Loan2024-12-310001379785Cascade Residential Services LLC, First Lien Senior Secured Term Loan2024-12-310001379785Cascade Residential Services LLC, Revolver2024-12-310001379785Express Wash Acquisition Company, LLC, First Lien Senior Secured Term Loan2024-12-310001379785FL Hawk Intermediate Holdings, Inc. (f.k.a. Fineline Technologies, Inc.), First Lien Senior Secured Term Loan2024-12-310001379785Global Academic Group Limited, First Lien Senior Secured Term Loan 12024-12-310001379785Global Academic Group Limited, First Lien Senior Secured Term Loan 22024-12-310001379785HomeX Services Group LLC, First Lien Senior Secured Term Loan2024-12-310001379785InvoCare Limited, First Lien Senior Secured Term Loan2024-12-310001379785Kid Distro Holdings, LLC, First Lien Senior Secured Term Loan2024-12-310001379785Marmoutier Holding B.V., First Lien Senior Secured Term Loan2024-12-310001379785Marmoutier Holding B.V., Super Senior Secured Term Loan2024-12-310001379785Premium Franchise Brands, LLC, First Lien Senior Secured Term Loan 12024-12-310001379785Premium Franchise Brands, LLC, First Lien Senior Secured Term Loan 22024-12-310001379785QPE7 SPV1 BidCo Pty Ltd, First Lien Senior Secured Term Loan2024-12-310001379785Sereni Capital NV, First Lien Senior Secured Term Loan 12024-12-310001379785Sereni Capital NV, First Lien Senior Secured Term Loan 22024-12-310001379785us-gaap:InvestmentUnaffiliatedIssuerMemberbbdc:ServicesConsumerMemberus-gaap:DebtSecuritiesMember2024-12-310001379785Air Canada 2020-2 Class B Pass Through Trust, Structured Secured Note - Class B2024-12-310001379785AMMC CLO 22, Limited Series 2018-22A, Subordinated Structured Notes2024-12-310001379785Apidos CLO XXIV, Series 2016-24A, Subordinated Structured Notes2024-12-310001379785British Airways 2020-1 Class B Pass Through Trust, First Lien Senior Secured Bond2024-12-310001379785Catawba River Limited, Structured - Junior Note2024-12-310001379785Dryden 49 Senior Loan Fund, Series 2017-49A, Subordinated Structured Notes2024-12-310001379785Flexential Issuer, LLC, Structured Secured Note - Class C2024-12-310001379785JetBlue 2019-1 Class B Pass Through Trust, Structured Secured Note - Class B2024-12-310001379785Magnetite XIX, Limited, Subordinated Notes2024-12-310001379785Perimeter Master Note Business Trust, Structured Secured Note - Class A2024-12-310001379785Perimeter Master Note Business Trust, Structured Secured Note - Class B2024-12-310001379785Perimeter Master Note Business Trust, Structured Secured Note - Class C2024-12-310001379785Perimeter Master Note Business Trust, Structured Secured Note - 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LLC (Concept Machine), Distributors, First Lien Senior Secured Term Loan2023-12-310001379785CMT Opco Holding, LLC (Concept Machine), Distributors, First Lien Senior Secured Term Loan 22023-12-310001379785CMT Opco Holding, LLC (Concept Machine), Distributors, LLC Units2023-12-310001379785bbdc:CMTOpcoHoldingLLCConceptMachineMember2023-12-310001379785Cobham Slip Rings SAS, Diversified Manufacturing, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:CobhamSlipRingsSASMember2023-12-310001379785Command Alkon (Project Potter Buyer, LLC), Software, First Lien Senior Secured Term Loan 12023-12-310001379785Command Alkon (Project Potter Buyer, LLC), Software, Class B Partnership Units2023-12-310001379785bbdc:CommandAlkonProjectPotterBuyerLLCMember2023-12-310001379785Compass Precision, LLC, Aerospace & Defense, Senior Subordinated Term Loan2023-12-310001379785Compass Precision, LLC, Aerospace & Defense, LLC Units2023-12-310001379785bbdc:CompassPrecisionLLCMember2023-12-310001379785Comply365, LLC, Technology, First Lien Senior Secured Term Loan2023-12-310001379785Comply365, LLC, Technology, First Lien Senior Secured Term Loan 12023-12-310001379785Comply365, LLC, Technology, Revolver2023-12-310001379785bbdc:Comply365LLCMember2023-12-310001379785Contabo Finco S.À R.L, Internet Software & Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:ContaboFincoSARLMember2023-12-310001379785Core Scientific, Inc., Technology, Equipment Term Loan2023-12-310001379785Core Scientific, Inc., Technology, Common Stock2023-12-310001379785bbdc:CoreScientificIncMember2023-12-310001379785Coyo Uprising GmbH, Technology, First Lien Senior Secured Term Loan2023-12-310001379785Coyo Uprising GmbH, Technology, Class A Units2023-12-310001379785Coyo Uprising GmbH, Technology, Class B Units2023-12-310001379785bbdc:CoyoUprisingGmbHMember2023-12-310001379785CSL DualCom, Tele-communications, First Lien 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Stock2023-12-310001379785bbdc:DecksDirectLLCMember2023-12-310001379785DISA Holdings Corp., Other Industrial, First Lien Senior Secured Term Loan2023-12-310001379785DISA Holdings Corp., Other Industrial, Revolver2023-12-310001379785bbdc:DISAHoldingsCorpMember2023-12-310001379785Distinct Holdings, Inc., Systems Software, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:DistinctHoldingsIncMember2023-12-310001379785Dragon Bidco, Technology, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:DragonBidcoMember2023-12-310001379785DreamStart Bidco SAS (d/b/a SmartTrade), Diversified Financial Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:DreamStartBidcoSASDbaSmartTradeMember2023-12-310001379785Dryden 43 Senior Loan Fund, Series 2016-43A, Multi-Sector Holdings, Subordinated Structured Notes2023-12-310001379785bbdc:Dryden43SeniorLoanFundSeries201643AMember2023-12-310001379785Dryden 49 Senior Loan Fund, Series 2017-49A, Multi-Sector Holdings, 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Digital Testing International LUX Holding SARL, Technology, First Lien Senior Secured Term Loan 12023-12-310001379785Eurofins Digital Testing International LUX Holding SARL, Technology, First Lien Senior Secured Term Loan 22023-12-310001379785Eurofins Digital Testing International LUX Holding SARL, Technology, First Lien Senior Secured Term Loan 32023-12-310001379785Eurofins Digital Testing International LUX Holding SARL, Technology, Senior Subordinated Term Loan2023-12-310001379785bbdc:EurofinsDigitalTestingInternationalLUXHoldingSARLMember2023-12-310001379785Events Software BidCo Pty Ltd, Technology, First Lien Senior Secured Term Loan2023-12-310001379785Events Software BidCo Pty Ltd, Technology, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:EventsSoftwareBidCoPtyLtdMember2023-12-310001379785Express Wash Acquisition Company, LLC, Consumer Cyclical, First Lien Senior Secured Term Loan 2023-12-310001379785Express Wash Acquisition Company, LLC, Consumer Cyclical, Revolver2023-12-310001379785bbdc:ExpressWashAcquisitionCompanyLLCMember2023-12-310001379785F24 (Stairway BidCo Gmbh), Software Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:F24StairwayBidCoGmbHMember2023-12-310001379785Faraday, Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:FaradayMember2023-12-310001379785Ferrellgas L.P., Oil & Gas Equipment & Services, Opco Preferred Units2023-12-310001379785bbdc:FerrellgasLPMember2023-12-310001379785Finaxy Holding,Banking,First Lien Senior Secured Term Loan2023-12-310001379785Finaxy Holding, Banking, Subordinated Term Loan2023-12-310001379785bbdc:FinaxyHoldingMember2023-12-310001379785Fineline Technologies, Inc, Consumer Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:FinelineTechnologiesIncMember2023-12-310001379785Finexvet, Consumer Cyclical, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:FinexvetMember2023-12-310001379785FinThrive Software Intermediate Holdings 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Lien Senior Secured Term Loan2023-12-310001379785bbdc:FortisPaymentSystemsLLCMember2023-12-310001379785FragilePak LLC, Transportation Services, First Lien Senior Secured Term Loan2023-12-310001379785FragilePak LLC, Transportation Services, Partnership Units2023-12-310001379785bbdc:FragilePakLLCMember2023-12-310001379785FSS Buyer LLC, Technology, First Lien Senior Secured Term Loan2023-12-310001379785FSS Buyer LLC, Technology, LP Interest2023-12-310001379785FSS Buyer LLC, Technology, LP Units2023-12-310001379785bbdc:FSSBuyerLLCMember2023-12-310001379785GB Eagle Buyer, Inc., Capital Goods, First Lien Senior Secured Term Loan2023-12-310001379785GB Eagle Buyer, Inc., Capital Goods, Revolver2023-12-310001379785GB Eagle Buyer, Inc., Capital Goods, Partnership Units2023-12-310001379785bbdc:GBEagleBuyerIncMember2023-12-310001379785Global Academic Group Limited, Industrial Other, First Lien Senior Secured Term Loan 12023-12-310001379785Global Academic Group Limited, Industrial Other, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:GlobalAcademicGroupLimitedMember2023-12-310001379785Gojo Industries, Inc. ,Industrial Other,First Lien Senior Secured Term Loan2023-12-310001379785bbdc:GojoIndustriesInc.Member2023-12-310001379785GPNZ II GmbH, Healthcare, First Lien Senior Secured Term Loan 12023-12-310001379785GPNZ II GmbH, Healthcare, First Lien Senior Secured Term Loan 22023-12-310001379785GPNZ II GmbH, Healthcare, Common Stock2023-12-310001379785bbdc:GPNZIIGmbHMember2023-12-310001379785Greenhill II BV, Technology, First Lien Senior Secured Term Loan 2023-12-310001379785bbdc:GreenhillIIBVMember2023-12-310001379785Groupe Guemas,Brokerage, Asset Managers & Exchanges ,First Lien Senior Secured Term Loan2023-12-310001379785bbdc:GroupeGuemasMember2023-12-310001379785Groupe Product Life, Consumer Non-cyclical, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:GroupeProductLifeMember2023-12-310001379785Gulf Finance, LLC, Oil & Gas Exploration & Production, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:GulfFinanceLLCMember2023-12-310001379785Gusto Aus BidCo Pty Ltd., Consumer Non-Cyclical, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:GustoAusBidCoPtyLtdMember2023-12-310001379785HeartHealth Bidco Pty Ltd, Healthcare, First Lien Senior Secured Term Loan 2023-12-310001379785bbdc:HeartHealthBidcoPtyLtdMember2023-12-310001379785Heartland Veterinary Partners, LLC, Healthcare, Subordinated Term Loan 12023-12-310001379785bbdc:HeartlandVeterinaryPartnersLLCMember2023-12-310001379785Heavy Construction Systems Specialists, LLC, Technology, First Lien Senior Secured Term Loan2023-12-310001379785Heavy Construction Systems Specialists, LLC, Technology, Revolver2023-12-310001379785bbdc:HeavyConstructionSystemsSpecialistsLLCMember2023-12-310001379785Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)), Insurance, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:HeilbronFkaSucsezBoltBidcoBVMember2023-12-310001379785HEKA Invest, Technology, First Lien Senior Secured Term Loan 2023-12-310001379785bbdc:HEKAINVESTMember2023-12-310001379785HemaSource, Inc., Healthcare., First Lien Senior Secured Term Loan2023-12-310001379785HemaSource, Inc., Healthcare., Revolver2023-12-310001379785HemaSource, Inc., Healthcare., Common Stock2023-12-310001379785bbdc:HemaSourceIncMember2023-12-310001379785Home Care Assistance, LLC, Healthcare & Pharmaceuticals, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:HomeCareAssistanceLLCMember2023-12-310001379785HomeX Services Group LLC, Home Construction, First Lien Senior Secured Term Loan2023-12-310001379785HomeX Services Group LLC, Home Construction, Revolver2023-12-310001379785bbdc:HomeXServicesGroupLLCMember2023-12-310001379785Honour Lane Logistics Holdings Limited, Transportation Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:HonourLaneLogisticsHoldingsLimitedMember2023-12-310001379785HTI Technology & Industries, Electronic Component Manufacturing, First Lien Senior Secured Term Loan2023-12-310001379785HTI Technology & Industries, Electronic Component Manufacturing, Revolver2023-12-310001379785bbdc:HTITechnologyIndustriesMember2023-12-310001379785HW Holdco, LLC (Hanley Wood LLC), Advertising, First Lien Senior Secured Term Loan 12023-12-310001379785bbdc:HWHoldcoLLCHanleyWoodLLCMember2023-12-310001379785Hygie 31 Holding, Pharma-ceuticals, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:Hygie31HoldingMember2023-12-310001379785IM Square, Banking, Finance, Insurance & Real Estate, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:IMSquareMember2023-12-310001379785Infoniqa Holdings GmbH, Technology, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:InfoniqaHoldingsGmbHMember2023-12-310001379785Innovad Group II BV, Beverage, Food & Tobacco, First Lien Senior Secured Term Loan 12023-12-310001379785Innovad Group II BV, Beverage, Food & Tobacco, First Lien Senior Secured Term Loan 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12023-12-310001379785Jade Bidco Limited (Jane's), Aerospace & Defense, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:JadeBidcoLimitedJanesMember2023-12-310001379785JetBlue 2019-1 Class B Pass Through Trust, Structured Products, Structured Secured Note - Class B2023-12-310001379785bbdc:JetBlue20191ClassBPassThroughTrustMember2023-12-310001379785JF Acquisition, LLC, Automotive, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:JFAcquisitionLLCMember2023-12-310001379785Jon Bidco Limited, Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:JonBidcoLimitedMember2023-12-310001379785Jones Fish Hatcheries & Distributors LLC, Consumer Products, First Lien Senior Secured Term Loan2023-12-310001379785Jones Fish Hatcheries & Distributors LLC, Consumer Products, Revolver2023-12-310001379785Jones Fish Hatcheries & Distributors LLC, Consumer Products, LLC Units2023-12-310001379785bbdc:JonesFishHatcheriesDistributorsLLCMember2023-12-310001379785Kano Laboratories LLC, Chemicals, Plastics & Rubber, First Lien Senior Secured Term Loan2023-12-310001379785Kano Laboratories LLC, Chemicals, Plastics & Rubber, Partnership Equity2023-12-310001379785bbdc:KanoLaboratoriesLLCMember2023-12-310001379785Kene Acquisition, Inc. (En Engineering), Oil & Gas Equipment & Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:KeneAcquisitionIncEnEngineeringMember2023-12-310001379785Kid Distro Holdings, LLC, Media & Entertainment, First Lien Senior Secured Term Loan2023-12-310001379785Kid Distro Holdings, LLC, Media & Entertainment, LLC Units2023-12-310001379785bbdc:KidDistroHoldingsLLCMember2023-12-310001379785Kona Buyer, LLC, High Tech Industries, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:KonaBuyerLLCMember2023-12-310001379785Lambir Bidco Limited, Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785Lambir Bidco Limited, Healthcare, Second Lien Senior Secured Term Loan2023-12-310001379785bbdc:LambirBidcoLimitedMember2023-12-310001379785Lattice Group Holdings Bidco Limited, Technology, First Lien Senior Secured Term Loan2023-12-310001379785Lattice Group Holdings Bidco Limited, Technology, Revolver2023-12-310001379785bbdc:LatticeGroupHoldingsBidcoLimitedMember2023-12-310001379785LeadsOnline, LLC, Business Equipment & Services, First Lien Senior Secured Term Loan2023-12-310001379785LeadsOnline, LLC, Business Equipment & Services, Revolver2023-12-310001379785LeadsOnline, LLC, Business Equipment & Services, LLC Units2023-12-310001379785bbdc:LeadsOnlineLLCMember2023-12-310001379785Learfield Communications, LLC, Broadcasting, First Lien Senior Secured Term Loan 12023-12-310001379785Learfield Communications, LLC, Broadcasting, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:LearfieldCommunicationsLLCMember2023-12-310001379785Legal Solutions Holdings, Business Services, Senior Subordinated Loan2023-12-310001379785bbdc:LegalSolutionsHoldingsMember2023-12-310001379785Lifestyle Intermediate II, LLC, Consumer Goods: Durable, First Lien Senior Secured Term Loan2023-12-310001379785Lifestyle Intermediate II, LLC, Consumer Goods: Durable, Revolver2023-12-310001379785bbdc:LifestyleIntermediateIILLCMember2023-12-310001379785LivTech Purchaser, Inc., Business Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:LivTechPurchaserIncMember2023-12-310001379785LogMeIn, Inc., High Tech Industries, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:LogMeInIncMember2023-12-310001379785Long Term Care Group, Inc., Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:LongTermCareGroupIncMember2023-12-310001379785Magnetite XIX, Limited, Multi-Sector Holdings, Subordinated Notes2023-12-310001379785Magnetite XIX, Limited, Multi-Sector Holdings, Subordinated Structured Notes2023-12-310001379785bbdc:MagnetiteXIXLimitedMember2023-12-310001379785Marmoutier Holding B.V., Consumer Products, First Lien Senior Secured Term Loan2023-12-310001379785Marmoutier Holding B.V., Consumer Products, Revolver2023-12-310001379785bbdc:MarmoutierHoldingBVMember2023-12-310001379785Marshall Excelsior Co., Capital Goods, First Lien Senior Secured Term Loan2023-12-310001379785Marshall Excelsior Co., Capital Goods, Revolver2023-12-310001379785bbdc:MarshallExcelsiorCoMember2023-12-310001379785MC Group Ventures Corporation, Business Services, First Lien Senior Secured Term Loan2023-12-310001379785MC Group Ventures Corporation, Business Services, Partnership Units2023-12-310001379785bbdc:MCGroupVenturesCorporationMember2023-12-310001379785Media Recovery, Inc. (SpotSee), Containers, Packaging & Glass, First Lien Senior Secured Term Loan 12023-12-310001379785Media Recovery, Inc. (SpotSee), Containers, Packaging & Glass, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:MediaRecoveryIncSpotSeeMember2023-12-310001379785Median B.V., Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:MedianBVMember2023-12-310001379785Medical Solutions Parent Holdings, Inc., Healthcare, Second Lien Senior Secured Term Loan2023-12-310001379785bbdc:MedicalSolutionsParentHoldingsIncMember2023-12-310001379785Mercell Holding AS, Technology, First Lien Senior Secured Term Loan2023-12-310001379785Mercell Holding AS, Technology, Class A Units2023-12-310001379785Mercell Holding AS, Technology, Class B Units2023-12-310001379785bbdc:MercellHoldingASMember2023-12-310001379785MNS Buyer, Inc., Construction and Building, First Lien Senior Secured Term Loan2023-12-310001379785MNS Buyer, Inc., Construction and Building, Partnership Units2023-12-310001379785bbdc:MNSBuyerIncMember2023-12-310001379785Modern Star Holdings Bidco Pty Limited., Non-durable Consumer Goods, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:ModernStarHoldingsBidcoPtyLimitedMember2023-12-310001379785Moonlight Bidco Limited, Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785Moonlight Bidco Limited, Healthcare, Common Stock2023-12-310001379785bbdc:MoonlightBidcoLimitedMember2023-12-310001379785Murphy Midco Limited, Media, Diversified & Production, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:MurphyMidcoLimitedMember2023-12-310001379785Music Reports, Inc., Media & Entertainment, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:MusicReportsIncMember2023-12-310001379785Napa Bidco Pty Ltd, Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:NapaBidcoPtyLtdMember2023-12-310001379785Narda Acquisitionco., Inc., Aerospace & Defense, First Lien Senior Secured Term Loan2023-12-310001379785Narda Acquisitionco., Inc., Aerospace & Defense, Revolver2023-12-310001379785Narda Acquisitionco., Inc., Aerospace & Defense, Class A Preferred Stock2023-12-310001379785Narda Acquisitionco., Inc., Aerospace & Defense, Class B Common Stock2023-12-310001379785bbdc:NardaAcquisitioncoIncMember2023-12-310001379785Navia Benefit Solutions, Inc., Healthcare & Pharmaceuticals, First Lien Senior Secured Term Loan 12023-12-310001379785Navia Benefit Solutions, Inc., Healthcare & Pharmaceuticals, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:NaviaBenefitSolutionsIncMember2023-12-310001379785NAW Buyer LLC, Technology, First Lien Senior Secured Term Loan2023-12-310001379785NAW Buyer LLC, Technology, Revolver2023-12-310001379785NAW Buyer LLC, Technology, Equity Co Invest2023-12-310001379785bbdc:NAWBuyerLLCMember2023-12-310001379785NeoxCo, Internet Software & Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:NeoxCoMember2023-12-310001379785Next Holdco, LLC,Technology,First Lien Senior Secured Term Loan2023-12-310001379785Next Holdco, LLC,Technology,Revolver2023-12-310001379785bbdc:NextHoldcoLLCMember2023-12-310001379785NF Holdco, LLC, Technology, First Lien Senior Secured Term Loan2023-12-310001379785NF Holdco, LLC, Technology, Revolver2023-12-310001379785NF Holdco, LLC, Technology, LP Units2023-12-310001379785bbdc:NFHoldcoLLCMember2023-12-310001379785NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions), Energy Equipment & Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:NGSUSFincoLLCFkaDresserNaturalGasSolutionsMember2023-12-310001379785Northstar Recycling, LLC, Environmental Industries, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:NorthstarRecyclingLLCMember2023-12-310001379785Novotech Aus Bidco Pty Ltd, Healthcare, First Lien Senior Secured Term Loan 12023-12-310001379785bbdc:NovotechAusBidcoPtyLtdNettingMember2023-12-310001379785NPM Investments 28 B.V., Healthcare, First Lien Senior Secured Term Loan 2023-12-310001379785bbdc:NPMInvestments28BVMember2023-12-310001379785OA Buyer, Inc., Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785OA Buyer, Inc., Healthcare, Revolver2023-12-310001379785OA Buyer, Inc., Healthcare, Partnership Units2023-12-310001379785bbdc:OABuyerIncMember2023-12-310001379785OAC Holdings I Corp, Automotive, First Lien Senior Secured Term Loan2023-12-310001379785OAC Holdings I Corp, Automotive, Revolver2023-12-310001379785bbdc:OACHoldingsICorpMember2023-12-310001379785Ocelot Holdco LLC, Construction Machinery, Super Senior Takeback Loan2023-12-310001379785Ocelot Holdco LLC, Construction Machinery, Takeback Term Loan2023-12-310001379785Ocelot Holdco LLC, Construction Machinery, Preferred Stock2023-12-310001379785Ocelot Holdco LLC, Construction Machinery, Common Stock2023-12-310001379785bbdc:OcelotHoldcoLLCMember2023-12-310001379785Ocular Therapeutix, Inc., Pharma-ceuticals, First Lien Senior Secured Term Loan 2023-12-310001379785bbdc:OcularTherapeutixIncMember2023-12-310001379785Offen Inc., Transportation: Cargo, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:OffenIncMember2023-12-310001379785OG III B.V., Containers & Glass Products, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:OGIIIBVMember2023-12-310001379785Omni Intermediate Holdings, LLC, Transportation, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:OmniIntermediateHoldingsLLCMember2023-12-310001379785Options Technology Ltd., Computer Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:OptionsTechnologyLtdMember2023-12-310001379785Oracle Vision Bidco Limited, Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:OracleVisionBidcoLimitedMember2023-12-310001379785Origin Bidco Limited, Technology, First Lien Senior Secured Term Loan 12023-12-310001379785Origin Bidco Limited, Technology, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:OriginBidcoLimitedMember2023-12-310001379785ORTEC INTERNATIONAL NEWCO B.V. Technology, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:ORTECINTERNATIONALNEWCOB.V.Member2023-12-310001379785OSP Hamilton Purchaser, LLC, Technology, First Lien Senior Secured Term Loan 12023-12-310001379785OSP Hamilton Purchaser, LLC, Technology, First Lien Senior Secured Term Loan 22023-12-310001379785OSP Hamilton Purchaser, LLC, Technology, First Lien Senior Secured Term Loan 32023-12-310001379785OSP Hamilton Purchaser, LLC, Technology, LP Units2023-12-310001379785bbdc:OSPHamiltonPurchaserLLCMember2023-12-310001379785Panoche Energy Center LLC, Electric, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:PanocheEnergyCenterLLCMember2023-12-310001379785Pare SAS (SAS Maurice MARLE), Health Care Equipment, First Lien Senior Secured Term Loan 12023-12-310001379785Pare SAS (SAS Maurice MARLE), Health Care Equipment, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:PareSASSASMauriceMARLEMember2023-12-310001379785Parkview Dental Holdings LLC, Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785Parkview Dental Holdings LLC, Healthcare, LLC Units2023-12-310001379785bbdc:ParkviewDentalHoldingsLLCMember2023-12-310001379785Patriot New Midco 1 Limited (Forensic Risk Alliance), Diversified Financial Services, First Lien Senior Secured Term Loan 12023-12-310001379785Patriot New Midco 1 Limited (Forensic Risk Alliance), Diversified Financial Services, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:PatriotNewMidco1LimitedForensicRiskAllianceMember2023-12-310001379785PDQ.Com Corporation, Business Equipment & Services, First Lien Senior Secured Term Loan2023-12-310001379785PDQ.Com Corporation, Business Equipment & Services, First Lien Senior Secured Term Loan 12023-12-310001379785PDQ.Com Corporation, Business Equipment & Services, Class A-2 Partnership Units2023-12-310001379785bbdc:PDQComCorporationMember2023-12-310001379785Perimeter Master Note Business Trust, Credit Card ABS, Structured Secured Note - Class A2023-12-310001379785Perimeter Master Note Business Trust, Credit Card ABS, Structured Secured Note - Class B2023-12-310001379785Perimeter Master Note Business Trust, Credit Card ABS, Structured Secured Note - Class C2023-12-310001379785Perimeter Master Note Business Trust, Credit Card ABS, Structured Secured Note - Class D2023-12-310001379785Perimeter Master Note Business Trust, Credit Card ABS, Structured Secured Note - Class E2023-12-310001379785bbdc:PerimeterMasterNoteBusinessTrustMember2023-12-310001379785Permaconn BidCo Pty Ltd, Tele-communications, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:PermaconnBidCoPtyLtdMember2023-12-310001379785Polara Enterprises, L.L.C., Capital Equipment, First Lien Senior Secured Term Loan2023-12-310001379785Polara Enterprises, L.L.C., Capital Equipment, Revolver2023-12-310001379785Polara Enterprises, L.L.C., Capital Equipment, Partnership Units2023-12-310001379785bbdc:PolaraEnterprisesLLCMember2023-12-310001379785Policy Services Company, LLC, Property & Casualty Insurance, First Lien Senior Secured Term Loan2023-12-310001379785Policy Services Company, LLC, Property & Casualty Insurance, Warrants - Class A2023-12-310001379785Policy Services Company, LLC, Property & Casualty Insurance, Warrants - Class B2023-12-310001379785Policy Services Company, LLC, Property & Casualty Insurance, Warrants - Class CC2023-12-310001379785Policy Services Company, LLC, Property & Casualty Insurance, Warrants - Class D2023-12-310001379785bbdc:PolicyServicesCompanyLLCMember2023-12-310001379785Polymer Solutions Group Holdings, LLC, Chemicals, Plastics & Rubber, First Lien Senior Secured Term Loan2023-12-310001379785Polymer Solutions Group Holdings, LLC, Chemicals, Plastics & Rubber, Common Stock2023-12-310001379785bbdc:PolymerSolutionsGroupHoldingsLLCMember2023-12-310001379785Premium Franchise Brands, LLC, Research & Consulting Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:PremiumFranchiseBrandsLLCMember2023-12-310001379785Premium Invest, Brokerage, Asset Managers & Exchanges, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:PremiumInvestMember2023-12-310001379785Preqin MC Limited, Banking, Finance, Insurance & Real Estate, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:PreqinMCLimitedMember2023-12-310001379785Process Equipment, Inc. (ProcessBarron), Industrial Air & Material Handling Equipment, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:ProcessEquipmentIncProcessBarronMember2023-12-310001379785Process Insights Acquisition, Inc., Electronics, First Lien Senior Secured Term Loan2023-12-310001379785Process Insights Acquisition, Inc., Electronics, Revolver2023-12-310001379785Process Insights Acquisition, Inc., Electronics, Common Stock2023-12-310001379785bbdc:ProcessInsightsAcquisitionIncMember2023-12-310001379785Professional Datasolutions, Inc. (PDI), Application Software, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:ProfessionalDatasolutionsIncPDIMember2023-12-310001379785ProfitOptics, LLC, Technology, First Lien Senior Secured Term Loan2023-12-310001379785ProfitOptics, LLC, Technology, Revolver2023-12-310001379785ProfitOptics, LLC, Technology, Second Lien Senior Subordinated Term Loan2023-12-310001379785ProfitOptics, LLC, Technology, LLC Units2023-12-310001379785bbdc:ProfitOpticsLLCMember2023-12-310001379785Proppants Holding, LLC, Energy: Oil & Gas, LLC Units2023-12-310001379785bbdc:ProppantsHoldingLLCMember2023-12-310001379785Protego Bidco B.V., Aerospace & Defense, First Lien Senior Secured Term Loan2023-12-310001379785Protego Bidco B.V., Aerospace & Defense, Revolver2023-12-310001379785bbdc:ProtegoBidcoBVMember2023-12-310001379785PSP Intermediate 4, LLC, Technology, First Lien Senior Secured Term Loan 12023-12-310001379785PSP Intermediate 4, LLC, Technology, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:PSPIntermediate4LLCMember2023-12-310001379785QPE7 SPV1 BidCo Pty Ltd, Consumer Cyclical, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:QPE7SPV1BidCoPtyLtdMember2023-12-310001379785Qualified Industries, LLC, Consumer Cyclical, First Lien Senior Secured Term Loan2023-12-310001379785Qualified Industries, LLC, Consumer Cyclical, Revolver 2023-12-310001379785Qualified Industries, LLC, Consumer Cyclical, Preferred Stock2023-12-310001379785Qualified Industries, LLC, Consumer Cyclical, Common Stock2023-12-310001379785bbdc:QualifiedIndustriesLLCMember2023-12-310001379785Questel Unite, Business Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:QuestelUniteMember2023-12-310001379785R1 Holdings, LLC, Transportation, First Lien Senior Secured Term Loan2023-12-310001379785R1 Holdings, LLC, Transportation, Revolver2023-12-310001379785bbdc:R1HoldingsLLCMember2023-12-310001379785RA Outdoors, LLC, High Tech Industries, First Lien Senior Secured Term Loan2023-12-310001379785RA Outdoors, LLC, High Tech Industries, Revolver2023-12-310001379785bbdc:RAOutdoorsLLCMember2023-12-310001379785Randys Holdings, Inc., Automobile Manufacturers. First Lien Senior Secured Term Loan2023-12-310001379785Randys Holdings, Inc., Automobile Manufacturers. Revolver2023-12-310001379785Randys Holdings, Inc., Automobile Manufacturers. Partnership Units2023-12-310001379785bbdc:RandysHoldingsIncMember2023-12-310001379785Recovery Point Systems, Inc., Technology, First Lien Senior Secured Term Loan2023-12-310001379785Recovery Point Systems, Inc., Technology, Partnership Equity2023-12-310001379785bbdc:RecoveryPointSystemsIncMember2023-12-310001379785Renovation Parent Holdings, LLC, Home Furnishings, First Lien Senior Secured Term Loan2023-12-310001379785Renovation Parent Holdings, LLC, Home Furnishings, Partnership Equity2023-12-310001379785bbdc:RenovationParentHoldingsLLCMember2023-12-310001379785REP SEKO MERGER SUB LLC, Air Freight & Logistics, First Lien Senior Secured Term Loan 12023-12-310001379785REP SEKO MERGER SUB LLC, Air Freight & Logistics, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:REPSEKOMERGERSUBLLCMember2023-12-310001379785Resolute Investment Managers, Inc., Banking, Finance, Insurance & Real Estate, Second Lien Senior Secured Term Loan2023-12-310001379785bbdc:ResoluteInvestmentManagersIncMember2023-12-310001379785Resonetics, LLC, Health Care Equipment, Second Lien Senior Secured Term Loan2023-12-310001379785bbdc:ResoneticsLLCMember2023-12-310001379785Rhondda Financing No. 1 DAC, Finance Companies, Structured - Junior Note2023-12-310001379785bbdc:RhonddaFinancingNo1DACMember2023-12-310001379785Riedel Beheer B.V., Food & Beverage, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:RiedelBeheerBVMember2023-12-310001379785Rock Labor LLC, Media: Diversified & Production, First Lien Senior Secured Term Loan2023-12-310001379785Rock Labor LLC, Media: Diversified & Production, Revolver2023-12-310001379785Rock Labor LLC, Media: Diversified & Production, LLC Units2023-12-310001379785bbdc:RockLaborLLCMember2023-12-310001379785Royal Buyer, LLC, Industrial Other, First Lien Senior Secured Term Loan2023-12-310001379785Royal Buyer, LLC, Industrial Other, Revolver2023-12-310001379785bbdc:RoyalBuyerLLCMember2023-12-310001379785RPX Corporation, Research & Consulting Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:RPXCorporationMember2023-12-310001379785RTIC Subsidiary Holdings, LLC, Consumer Goods: Durable, First Lien Senior Secured Term Loan2023-12-310001379785RTIC Subsidiary Holdings, LLC, Consumer Goods: Durable, Revolver2023-12-310001379785RTIC Subsidiary Holdings, LLC, Consumer Goods: Durable, Class A Preferred Stock2023-12-310001379785RTIC Subsidiary Holdings, LLC, Consumer Goods: Durable, Class B Preferred Stock2023-12-310001379785RTIC Subsidiary Holdings, LLC, Consumer Goods: Durable, Class C Preferred Stock2023-12-310001379785RTIC Subsidiary Holdings, LLC, Consumer Goods: Durable, Common Stock2023-12-310001379785bbdc:RTICSubsidiaryHoldingsLLCMember2023-12-310001379785Ruffalo Noel Levitz, LLC, Media Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:RuffaloNoelLevitzLLCMember2023-12-310001379785Safety Products Holdings, LLC, Non-durable Consumer Goods, First Lien Senior Secured Term Loan2023-12-310001379785Safety Products Holdings, LLC, Non-durable Consumer Goods, Preferred Stock2023-12-310001379785bbdc:SafetyProductsHoldingsLLCMember2023-12-310001379785Sanoptis S.A.R.L., Healthcare & Pharmaceuticals, First Lien Senior Secured Term Loan 12023-12-310001379785Sanoptis S.A.R.L., Healthcare & Pharmaceuticals, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:SanoptisSARLMember2023-12-310001379785SBP Holdings LP, Industrial Other, First Lien Senior Secured Term Loan2023-12-310001379785SBP Holdings LP, Industrial Other, Revolver2023-12-310001379785bbdc:SBPHoldingsLPMember2023-12-310001379785Scaled Agile, Inc., Research & Consulting Services, First Lien Senior Secured Term Loan2023-12-310001379785Scaled Agile, Inc., Research & Consulting Services, Revolver2023-12-310001379785bbdc:ScaledAgileIncMember2023-12-310001379785Scout Bidco B.V., Diversified Manufacturing, First Lien Senior Secured Term Loan 12023-12-310001379785Scout Bidco B.V., Diversified Manufacturing, First Lien Senior Secured Term Loan 22023-12-310001379785Scout Bidco B.V., Diversified Manufacturing, Revolver2023-12-310001379785bbdc:ScoutBidcoBVMember2023-12-310001379785Sereni Capital NV, Consumer Cyclical, First Lien Senior Secured Term Loan 12023-12-310001379785bbdc:SereniCapitalNVMember2023-12-310001379785Serta Simmons Bedding LLC, Home Furnishings, Common Stock2023-12-310001379785bbdc:SertaSimmonsBeddingLLCMember2023-12-310001379785Shelf Bidco Ltd., Other Financial, First Lien Senior Secured Term Loan2023-12-310001379785Shelf Bidco Ltd., Other Financial, Common Stock2023-12-310001379785bbdc:ShelfBidcoLtdMember2023-12-310001379785Sinari Invest, Technology, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:SinariInvestMember2023-12-310001379785SISU ACQUISITIONCO., INC., Aerospace & Defense, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:SISUACQUISITIONCOINCMember2023-12-310001379785Smartling, Inc., Technology, First Lien Senior Secured Term Loan2023-12-310001379785Smartling, Inc., Technology, Revolver2023-12-310001379785bbdc:SmartlingIncMember2023-12-310001379785SmartShift Group, Inc., Technology, First Lien Senior Secured Term Loan2023-12-310001379785SmartShift Group, Inc., Technology, Revolver2023-12-310001379785SmartShift Group, Inc., Technology, Common Stock2023-12-310001379785bbdc:SmartShiftGroupIncMember2023-12-310001379785Smile Brands Group Inc., Health Care Services, First Lien Senior Secured Term Loan 12023-12-310001379785bbdc:SmileBrandsGroupIncMember2023-12-310001379785SN BUYER, LLC, Health Care Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:SNBUYERLLCMember2023-12-310001379785Soho Square III Debtco II SARL, Diversified Capital Markets, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:SohoSquareIIIDebtcoIISARLMember2023-12-310001379785Solo Buyer, L.P., Technology, First Lien Senior Secured Term Loan2023-12-310001379785Solo Buyer, L.P., Technology, Revolver2023-12-310001379785Solo Buyer, L.P., Technology, Partnership Units2023-12-310001379785bbdc:SoloBuyerLPMember2023-12-310001379785Sound Point CLO XX, Ltd., Multi-Sector Holdings, Subordinated Structured Notes2023-12-310001379785bbdc:SoundPointCLOXXLtdMember2023-12-310001379785Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.), Other Utility, First Lien Senior Secured Term Loan2023-12-310001379785Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.), Other Utility, Revolver2023-12-310001379785bbdc:SparusHoldingsLLCFkaSparusHoldingsIncMember2023-12-310001379785Spatial Business Systems LLC, Electric, First Lien Senior Secured Term Loan2023-12-310001379785Spatial Business Systems LLC, Electric, Revolver2023-12-310001379785bbdc:SpatialBusinessSystemsLLCMember2023-12-310001379785Springbrook Software (SBRK Intermediate, Inc.), Enterprise Software & Services, First Lien Senior Secured Term Loan 12023-12-310001379785Springbrook Software (SBRK Intermediate, Inc.), Enterprise Software & Services, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:SpringbrookSoftwareSBRKIntermediateIncMember2023-12-310001379785SSCP Pegasus Midco Limited, Healthcare & Pharmaceuticals, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:SSCPPegasusMidcoLimitedMember2023-12-310001379785SSCP Spring Bidco 3 Limited, Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:SSCPSpringBidco3LimitedMember2023-12-310001379785Starnmeer B.V., Technology, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:StarnmeerBVMember2023-12-310001379785Superjet Buyer, LLC, Technology, First Lien Senior Secured Term Loan2023-12-310001379785Superjet Buyer, LLC, Technology, Revolver2023-12-310001379785bbdc:SuperjetBuyerLLCMember2023-12-310001379785Syniverse Holdings, Inc., Technology Distributors, Series A Preferred Equity2023-12-310001379785bbdc:SyniverseHoldingsIncMember2023-12-310001379785Syntax Systems Ltd, Technology, First Lien Senior Secured Term Loan2023-12-310001379785Syntax Systems Ltd, Technology, Revolver2023-12-310001379785bbdc:SyntaxSystemsLtdMember2023-12-310001379785TA SL Cayman Aggregator Corp., Technology, Subordinated Term Loan2023-12-310001379785TA SL Cayman Aggregator Corp., Technology, Common Stock2023-12-310001379785bbdc:TASLCaymanAggregatorCorpMember2023-12-310001379785Tank Holding Corp, Metal & Glass Containers, First Lien Senior Secured Term Loan 12023-12-310001379785Tank Holding Corp, Metal & Glass Containers, First Lien Senior Secured Term Loan 22023-12-310001379785Tank Holding Corp, Metal & Glass Containers, Revolver2023-12-310001379785bbdc:TankHoldingCorpMember2023-12-310001379785Tanqueray Bidco Limited, Technology. First Lien Senior Secured Term Loan2023-12-310001379785bbdc:TANQUERAYBIDCOLIMITEDMember2023-12-310001379785Team Air Distributing, LLC, Consumer Cyclical, Subordinated Term Loan2023-12-310001379785Team Air Distributing, LLC, Consumer Cyclical, Partnership Equity2023-12-310001379785bbdc:TeamAirDistributingLLCMember2023-12-310001379785Team Car Care, LLC, Automotive, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:TeamCarCareLLCMember2023-12-310001379785Team Services Group, Services: Consumer, First Lien Senior Secured Term Loan2023-12-310001379785Team Services Group, Services: Consumer, Second Lien Senior Secured Term Loan2023-12-310001379785bbdc:TeamServicesGroupMember2023-12-310001379785Techone B.V., Technology, First Lien Senior Secured Term Loan2023-12-310001379785Techone B.V., Technology, Revolver2023-12-310001379785bbdc:TechoneBVMember2023-12-310001379785Tencarva Machinery Company, LLC, Capital Equipment, First Lien Senior Secured Term Loan2023-12-310001379785Tencarva Machinery Company, LLC, Capital Equipment, Revolver2023-12-310001379785bbdc:TencarvaMachineryCompanyLLCMember2023-12-310001379785Terrybear, Inc., Consumer Products, Subordinated Term Loan2023-12-310001379785Terrybear, Inc., Consumer Products, Partnership Equity2023-12-310001379785bbdc:TerrybearIncMember2023-12-310001379785The Caprock Group, Inc. (aka TA/TCG Holdings, LLC), Brokerage, Asset Managers & Exchanges, First Lien Senior Secured Term Loan2023-12-310001379785The Caprock Group, Inc. (aka TA/TCG Holdings, LLC), Brokerage, Asset Managers & Exchanges, Revolver2023-12-310001379785The Caprock Group, Inc. (aka TA/TCG Holdings, LLC), Brokerage, Asset Managers & Exchanges, Subordinated Term Loan2023-12-310001379785bbdc:TheCaprockGroupIncAkaTATCGHoldingsLLCMember2023-12-310001379785The Cleaver-Brooks Company, Inc., Capital Equipment, First Lien Senior Secured Term Loan2023-12-310001379785The Cleaver-Brooks Company, Inc., Capital Equipment, Revolver2023-12-310001379785The Cleaver-Brooks Company, Inc., Capital Equipment, Subordinated Term Loan2023-12-310001379785bbdc:TheCleaverBrooksCompanyIncMember2023-12-310001379785The Hilb Group, LLC, Insurance Brokerage, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:TheHilbGroupLLCMember2023-12-310001379785The Octave Music Group, Inc., Media: Diversified & Production, Second Lien Senior Secured Term Loan2023-12-310001379785The Octave Music Group, Inc., Media: Diversified & Production, Partnership Equity2023-12-310001379785bbdc:TheOctaveMusicGroupIncMember2023-12-310001379785Total Safety U.S. Inc., Diversified Support Services, First Lien Senior Secured Term Loan 12023-12-310001379785Total Safety U.S. Inc., Diversified Support Services, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:TotalSafetyUSIncMember2023-12-310001379785Trader Corporation, Technology, First Lien Senior Secured Term Loan2023-12-310001379785Trader Corporation, Technology, Revolver2023-12-310001379785bbdc:TraderCorporationMember2023-12-310001379785Transit Technologies LLC, Software, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:TransitTechnologiesLLCMember2023-12-310001379785Transportation Insight, LLC, Air Freight & Logistics, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:TransportationInsightLLCMember2023-12-310001379785Trident Maritime Systems, Inc., Aerospace & Defense, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:TridentMaritimeSystemsIncMember2023-12-310001379785Trintech, Inc., Technology, First Lien Senior Secured Term Loan2023-12-310001379785Trintech, Inc., Technology, Revolver2023-12-310001379785bbdc:TrintechIncMember2023-12-310001379785Truck-Lite Co., LLC, Automotive Parts & Equipment, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:TruckLiteCoLLCMember2023-12-310001379785True Religion Apparel, Inc., Retail, Preferred Unit2023-12-310001379785True Religion Apparel, Inc., Retail, Common Stock2023-12-310001379785bbdc:TrueReligionApparelIncMember2023-12-310001379785Trystar, LLC, Power Distribution Solutions, First Lien Senior Secured Term Loan2023-12-310001379785Trystar, LLC, Power Distribution Solutions, Class A LLC Units 2023-12-310001379785bbdc:TrystarLLCMember2023-12-310001379785TSYL Corporate Buyer, Inc., Technology, First Lien Senior Secured Term Loan2023-12-310001379785TSYL Corporate Buyer, Inc., Technology, First Lien Senior Secured Term Loan12023-12-310001379785TSYL Corporate Buyer, Inc., Technology, Revolver2023-12-310001379785TSYL Corporate Buyer, Inc., Technology, Partnership Units2023-12-310001379785bbdc:TSYLCorporateBuyerIncMember2023-12-310001379785Turbo Buyer, Inc., Finance Companies, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:TurboBuyerIncMember2023-12-310001379785Turnberry Solutions, Inc., Consumer Cyclical, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:TurnberrySolutionsIncMember2023-12-310001379785UBC Ledgers Holding AB, Financial Other, First Lien Senior Secured Term Loan2023-12-310001379785UBC Ledgers Holding AB, Financial Other, Revolver2023-12-310001379785bbdc:UBCLedgersHoldingABMember2023-12-310001379785UKFast Leaders Limited, Technology, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:UKFastLeadersLimitedMember2023-12-310001379785Union Bidco Limited, Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:UnionBidcoLimitedMember2023-12-310001379785United Therapy Holding III GmbH, Healthcare, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:UnitedTherapyHoldingIIIGmbHMember2023-12-310001379785Unither (Uniholding), Pharma-ceuticals, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:UnitherUniholdingMember2023-12-310001379785USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.), Legal Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:USLSAcquisitionIncfkaUSLegalSupportIncMember2023-12-310001379785Utac Ceram, Business Services, First Lien Senior Secured Term Loan 12023-12-310001379785Utac Ceram, Business Services, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:UtacCeramMember2023-12-310001379785Validity, Inc., IT Consulting & Other Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:ValidityIncMember2023-12-310001379785Velocity Pooling Vehicle, LLC, Automotive, Common Stock2023-12-310001379785Velocity Pooling Vehicle, LLC, Automotive, Warrants2023-12-310001379785bbdc:VelocityPoolingVehicleLLCMember2023-12-310001379785Victoria Bidco Limited, Industrial Machinery, First Lien Senior Secured Term Loan 12023-12-310001379785bbdc:VictoriaBidcoLimitedMember2023-12-310001379785Vision Solutions Inc., Business Equipment & Services, Second Lien Senior Secured Term Loan2023-12-310001379785bbdc:VisionSolutionsIncMember2023-12-310001379785VistaJet Pass Through Trust 2021-1B, Airlines, Structured Secured Note - Class B2023-12-310001379785bbdc:VistaJetPassThroughTrust20211BMember2023-12-310001379785Vital Buyer, LLC, Technology, First Lien Senior Secured Term Loan2023-12-310001379785Vital Buyer, LLC, Technology, Partnership Units2023-12-310001379785bbdc:VitalBuyerLLCMember2023-12-310001379785VOYA CLO 2015-2, LTD., Multi-Sector Holdings, Subordinated Structured Notes2023-12-310001379785bbdc:VOYACLO20152LTDMember2023-12-310001379785VOYA CLO 2016-2, LTD., Multi-Sector Holdings, Subordinated Structured Notes2023-12-310001379785bbdc:VOYACLO20162LTDMember2023-12-310001379785W2O Holdings, Inc., Healthcare Technology, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:W2OHoldingsIncMember2023-12-310001379785bbdc:WatermillQMCMidcoIncMember2023-12-310001379785Watermill-QMC Midco, Inc., Automotive2023-12-310001379785bbdc:WatermillQMCMidcoIncMember2023-12-310001379785WEST-NR ACQUISITIONCO, LLC,Insurance, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:WESTNRACQUISITIONCOLLCMember2023-12-310001379785Wheels Up Experience Inc, Transportation Services, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:WheelsUpExperienceIncMember2023-12-310001379785Whitcraft Holdings, Inc., Aerospace & Defense, First Lien Senior Secured Term Loan2023-12-310001379785Whitcraft Holdings, Inc., Aerospace & Defense, Revolver2023-12-310001379785Whitcraft Holdings, Inc., Aerospace & Defense, LP Units2023-12-310001379785bbdc:WhitcraftHoldingsIncMember2023-12-310001379785White Bidco Limited, Technology, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:WhiteBidcoLimitedMember2023-12-310001379785Wok Holdings Inc., Retail, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:WokHoldingsIncMember2023-12-310001379785Woodland Foods, LLC, Food & Beverage, First Lien Senior Secured Term Loan2023-12-310001379785Woodland Foods, LLC, Food & Beverage, Revolver2023-12-310001379785Woodland Foods, LLC, Food & Beverage, Common Stock2023-12-310001379785bbdc:WoodlandFoodsLLCMember2023-12-310001379785World 50, Inc., Professional Services, First Lien Senior Secured Term Loan 12023-12-310001379785World 50, Inc., Professional Services, First Lien Senior Secured Term Loan 22023-12-310001379785bbdc:World50IncMember2023-12-310001379785WWEC Holdings III Corp, Capital Goods, First Lien Senior Secured Term Loan2023-12-310001379785WWEC Holdings III Corp, Capital Goods, Revolver2023-12-310001379785bbdc:WWECHoldingsIIICorpMember2023-12-310001379785Xeinadin Bidco Limited, Financial Other, First Lien Senior Secured Term Loan2023-12-310001379785Xeinadin Bidco Limited, Financial Other, Subordinated Term Loan2023-12-310001379785Xeinadin Bidco Limited, Financial Other, Common Stock2023-12-310001379785bbdc:XeinadinBidcoLimitedMember2023-12-310001379785ZB Holdco LLC, Food & Beverage, First Lien Senior Secured Term Loan2023-12-310001379785ZB Holdco LLC, Food & Beverage, Revolver2023-12-310001379785ZB Holdco LLC, Food & Beverage, LLC Units2023-12-310001379785bbdc:ZBHoldcoLLCMember2023-12-310001379785Zeppelin Bidco Limited, Services: Business, First Lien Senior Secured Term Loan2023-12-310001379785bbdc:ZeppelinBidcoLimitedMember2023-12-310001379785Celebration Bidco, LLC, Chemicals, Plastics, & Rubber, First Lien Senior Secured Term Loan2023-12-310001379785Coastal Marina Holdings, LLC, Hotel, Gaming & Leisure ,LLC Units, Common Stock 2023-12-310001379785bbdc:CelebrationBidcoLLCMember2023-12-310001379785Coastal Marina Holdings, LLC, Hotel, Gaming & Leisure, Subordinated Term Loan2023-12-310001379785Coastal Marina Holdings, LLC, Hotel, Gaming & Leisure, Subordinated Term Loan22023-12-310001379785Coastal Marina Holdings, LLC, Hotel, Gaming & Leisure ,LLC Units2023-12-310001379785Coastal Marina Holdings, LLC, LLC Units2023-12-310001379785bbdc:CoastalMarinaHoldingsLLCMember2023-12-310001379785Eclipse Business Capital, LLC, Banking, Finance, Insurance & Real Estate, Revolver2023-12-310001379785Eclipse Business Capital, LLC, Banking, Finance, Insurance & Real Estate, Second Lien Senior Secured Term Loan2023-12-310001379785Eclipse Business Capital, LLC, Banking, Finance, Insurance & Real Estate, LLC Units2023-12-310001379785bbdc:EclipseBusinessCapitalLLCMember2023-12-310001379785Hylan Datacom & Electrical LLC, Construction & Building, First Lien Senior Secured Term Loan2023-12-310001379785Hylan Datacom & Electrical LLC, Construction & Building, Second Lien Senior Secured Term Loan2023-12-310001379785Hylan Datacom & Electrical LLC, Construction & Building, Common Stock2023-12-310001379785bbdc:HylanDatacomAndElectricalLLCMember2023-12-310001379785bbdc:JocasseePartnersLLCMember2023-12-310001379785Jocassee Partners LLC, Investment Funds & Vehicles, Member Interest2023-12-310001379785bbdc:JocasseePartnersLLCMember2023-12-310001379785Rocade Holdings LLC, Other Financial, Preferred LP Units2023-12-310001379785Rocade Holdings LLC, Other Financial, Common LP Units2023-12-310001379785bbdc:RocadeHoldingsLLCMember2023-12-310001379785bbdc:SierraSeniorLoanStrategyJVILLCMember2023-12-310001379785Sierra Senior Loan Strategy JV I LLC, Joint Venture, Member Interest2023-12-310001379785bbdc:SierraSeniorLoanStrategyJVILLCMember2023-12-310001379785bbdc:ThompsonRiversLLCMember2023-12-310001379785Thompson Rivers LLC, Investment Funds & Vehicles, Member Interest2023-12-310001379785bbdc:ThompsonRiversLLCMember2023-12-310001379785bbdc:WaccamawRiverLLCMember2023-12-310001379785Waccamaw River LLC, Investment Funds & Vehicles, Member Interest2023-12-310001379785bbdc:WaccamawRiverLLCMember2023-12-310001379785Black Angus Steakhouses, LLC, Hotel, Gaming & Leisure, First Lien Senior Secured Term Loan 12023-12-310001379785Black Angus Steakhouses, LLC, Hotel, Gaming & Leisure, First Lien Senior Secured Term Loan 22023-12-310001379785Black Angus Steakhouses, LLC, Hotel, Gaming & Leisure, LLC Units2023-12-310001379785bbdc:BlackAngusSteakhousesLLCMember2023-12-310001379785MVC Automotive Group Gmbh, Automotive, Bridge Loan2023-12-310001379785MVC Automotive Group Gmbh, Automotive, Common Equity interest2023-12-310001379785bbdc:MVCAutomotiveGroupGmbHMember2023-12-310001379785MVC Private Equity Fund LP, Investment Funds & Vehicles, General Partnership Interest2023-12-310001379785MVC Private Equity Fund LP, Investment Funds & Vehicles, Limited Partnership Interest2023-12-310001379785bbdc:MVCPrivateEquityFundLPMember2023-12-310001379785Security Holdings B.V., Electrical Engineering, Bridge Loan2023-12-310001379785Security Holdings B.V., Electrical Engineering, Revolver2023-12-310001379785Security Holdings B.V.,Senior Unsecured Term Loan2023-12-310001379785Security Holdings B.V., Electrical Engineering, Senior Subordinated Term Loan2023-12-310001379785Security Holdings B.V., Electrical Engineering, Common Stock Series A2023-12-310001379785Security Holdings B.V., Electrical Engineering, Common Stock Series B2023-12-310001379785bbdc:SecurityHoldingsBVMember2023-12-310001379785bbdc:MVCCreditSupportAgreementMemberbbdc:BaringsLLCMember2023-12-310001379785bbdc:MVCCreditSupportAgreementMemberbbdc:BaringsLLCMember2023-01-012023-12-310001379785bbdc:SierraCreditSupportAgreementMemberbbdc:BaringsLLCMember2023-12-310001379785bbdc:SierraCreditSupportAgreementMemberbbdc:BaringsLLCMember2023-01-012023-12-310001379785us-gaap:CreditRiskContractMember2023-01-012023-12-310001379785 AUD Foreign Currency Contract, Maturing January 10, 2024, Contract 12023-12-310001379785 AUD Foreign Currency Contract, Maturing January 10, 2024, Contract 22023-12-310001379785CAD Foreign Currency Contract, Maturing January 10, 2024, Contract 12023-12-310001379785CAD Foreign Currency Contract, Maturing January 10, 2024, Contract 22023-12-310001379785DKK Foreign Currency Contract, Maturing January 10, 2024, Contract 12023-12-310001379785DKK Foreign Currency Contract, Maturing January 10, 2024, Contract 22023-12-310001379785DKK Foreign Currency Contract, Maturing January 10, 2024, Contract 32023-12-310001379785EUR Foreign Currency Contract, Maturing January 10, 2024, Contract2023-12-310001379785NZD Foreign Currency Contract, Maturing January 10, 2024, Contract 12023-12-310001379785NZD Foreign Currency Contract, Maturing January 10, 2024, Contract 22023-12-310001379785NZD Foreign Currency Contract, Maturing January 10, 2024, Contract 32023-12-310001379785NOK Foreign Currency Contract, Maturing January 10, 2024, Contract 12023-12-310001379785NOK Foreign Currency Contract, Maturing January 10, 2024, Contract 22023-12-310001379785GBP Foreign Currency Contract, Maturing January 10, 2024, Contract2023-12-310001379785SEK Foreign Currency Contract, Maturing January 10, 2024, Contract 12023-12-310001379785SEK Foreign Currency Contract, Maturing January 10, 2024, Contract 22023-12-310001379785SEK Foreign Currency Contract, Maturing January 10, 2024, Contract 32023-12-310001379785CHF Foreign Currency Contract, Maturing January 10, 2024 Contract 12023-12-310001379785CHF Foreign Currency Contract, Maturing January 10, 2024 Contract 22023-12-3100013797851888 Industrial Services, LLC, First Lien Senior Secured Term Loan2023-12-3100013797851888 Industrial Services, LLC, First Lien Senior Secured Term Loan2022-12-3100013797851888 Industrial Services, LLC, First Lien Senior Secured Term Loan2023-01-012023-12-3100013797851888 Industrial Services, LLC, Revolver2023-12-3100013797851888 Industrial Services, LLC, Revolver2022-12-3100013797851888 Industrial Services, LLC, Revolver2023-01-012023-12-3100013797851888 Industrial Services, LLC, Warrants2023-12-3100013797851888 Industrial Services, LLC, Warrants2022-12-3100013797851888 Industrial Services, LLC, 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SARL, Delayed Draw Term Loan2023-12-310001379785Events Software BidCo Pty Ltd, Delayed Draw Term Loan2023-12-310001379785Express Wash Acquisition Company, LLC, Revolver2023-12-310001379785Faraday, Delayed Draw Term Loan2023-12-310001379785Finexvet, Delayed Draw Term Loan2024-12-310001379785Finexvet, Delayed Draw Term Loan2023-12-310001379785Footco 40 Limited, Delayed Draw Term Loan2023-12-310001379785Forest Buyer, LLC, Revolver2023-12-310001379785Fortis Payment Systems, LLC, Delayed Draw Term Loan2023-12-310001379785Fortis Payment Systems, LLC, Revolver2023-12-310001379785GB Eagle Buyer, Inc., Delayed Draw Term Loan2023-12-310001379785GB Eagle Buyer, Inc., Revolver2023-12-310001379785GCDL LLC, Delayed Draw Term Loan2023-12-310001379785GCDL LLC, Revolver2023-12-310001379785Global Academic Group Limited, Term Loan2023-12-310001379785GPNZ II GmbH, Delayed Draw Term Loan2023-12-310001379785GPZN II GmbH, Delayed Draw Term Loan2024-12-310001379785GPZN II GmbH, Delayed Draw Term Loan2023-12-310001379785Graphpad Software, LLC, Delayed Draw Term Loan2023-12-310001379785Graphpad Software, LLC, Revolver2023-12-310001379785Greenhill II BV, Capex / Acquisition Facility2023-12-310001379785Groupe Product Life, Delayed Draw Term Loan2023-12-310001379785Gusto Aus BidCo Pty Ltd, Delayed Draw Term Loan2024-12-310001379785Gusto Aus BidCo Pty Ltd, Delayed Draw Term Loan2023-12-310001379785HeartHealth Bidco Pty Ltd, Delayed Draw Term Loan2023-12-310001379785Heavy Construction Systems Specialists, LLC, Revolver2023-12-310001379785HEKA INVEST, Delayed Draw Term Loan2023-12-310001379785HemaSource, Inc., Revolver2023-12-310001379785HomeX Services Group LLC, Delayed Draw Term Loan2023-12-310001379785HomeX Services Group LLC, Revolver2023-12-310001379785HTI Technology & Industries, Delayed Draw Term Loan2023-12-310001379785HTI Technology & Industries, Revolver2023-12-310001379785Hydratech Holdings, Inc., Delayed Draw Term Loan2023-12-310001379785Hydratech Holdings, Inc., Revolver2023-12-310001379785Ice House America, L.L.C., Delayed Draw Term Loan2023-12-310001379785Ice House America, L.L.C., Revolver2023-12-310001379785Innovad Group II BV, Delayed Draw Term Loan2024-12-310001379785Innovad Group II BV, Delayed Draw Term Loan2023-12-310001379785INOS 19-090 GmbH, Capex / Acquisition Facility2024-12-310001379785INOS 19-090 GmbH, Capex / Acquisition Facility2023-12-310001379785Interstellar Group B.V., Delayed Draw Term Loan 12023-12-310001379785Interstellar Group B.V., Delayed Draw Term Loan 22024-12-310001379785Interstellar Group B.V., Delayed Draw Term Loan 22023-12-310001379785InvoCare Limited, Delayed Draw Term Loan2023-12-310001379785Isolstar Holding NV (IPCOM), Delayed Draw Term Loan2024-12-310001379785Isolstar Holding NV (IPCOM), Delayed Draw Term Loan2023-12-310001379785ISTO Technologies II, LLC, Revolver2023-12-310001379785ITI Intermodal, Inc., Revolver2023-12-310001379785Jocassee Partners LLC, Joint Venture2023-12-310001379785Jon Bidco Limited, Capex / Acquisition Facility2023-12-310001379785Jones Fish Hatcheries & Distributors LLC, Revolver2023-12-310001379785Kano Laboratories LLC, Delayed Draw Term Loan 12024-12-310001379785Kano Laboratories LLC, Delayed Draw Term Loan 12023-12-310001379785Kano Laboratories LLC, Delayed Draw Term Loan 22024-12-310001379785Kano Laboratories LLC, Delayed Draw Term Loan 22023-12-310001379785Keystone Bidco B.V., Delayed Draw Term Loan2023-12-310001379785Keystone Bidco B.V., Revolver2023-12-310001379785Lambir Bidco Limited, Delayed Draw Term Loan2023-12-310001379785Lattice Group Holdings Bidco Limited, Delayed Draw Term Loan2023-12-310001379785Lattice Group Holdings Bidco Limited, Revolver2023-12-310001379785LeadsOnline, LLC, Revolver2023-12-310001379785Lifestyle Intermediate II, LLC, Revolver2024-12-310001379785Lifestyle Intermediate II, LLC, Revolver2023-12-310001379785Marmoutier Holding B.V., Delayed Draw Term Loan2023-12-310001379785Marmoutier Holding B.V., Revolver2023-12-310001379785Marshall Excelsior Co., Revolver2024-12-310001379785Marshall Excelsior Co., Revolver2023-12-310001379785MB Purchaser, LLC, Delayed Draw Term Loan2023-12-310001379785MB Purchaser, LLC, Revolver2023-12-310001379785MC Group Ventures Corporation, Delayed Draw Term Loan 12023-12-310001379785MC Group Ventures Corporation, Delayed Draw Term Loan 22023-12-310001379785Media Recovery, Inc. (SpotSee), Revolver 12023-12-310001379785Media Recovery, Inc. (SpotSee), Revolver 22023-12-310001379785Megawatt Acquisitionco, Inc., Revolver2023-12-310001379785Mercell Holding AS, Capex / Acquisition Facility2023-12-310001379785Modern Star Holdings Bidco Pty Limited, Term Loan2023-12-310001379785Moonlight Bidco Limited, Delayed Draw Term Loan2023-12-310001379785Narda Acquisitionco., Inc., Revolver2023-12-310001379785NAW Buyer LLC, Delayed Draw Term Loan2023-12-310001379785NAW Buyer LLC, Revolver2023-12-310001379785NeoxCo, Delayed Draw Term Loan2024-12-310001379785NeoxCo, Delayed Draw Term Loan2023-12-310001379785Next Holdco, LLC, Delayed Draw Term Loan2023-12-310001379785Next Holdco, LLC, Revolver2023-12-310001379785NF Holdco, LLC, Revolver2023-12-310001379785Northstar Recycling, LLC, Delayed Draw Term Loan2023-12-310001379785Northstar Recycling, LLC, Revolver2023-12-310001379785Novotech Aus Bidco Pty Ltd, Capex / Acquisition Facility2024-12-310001379785Novotech Aus Bidco Pty Ltd, Capex / Acquisition Facility2023-12-310001379785NPM Investments 28 B.V., Delayed Draw Term Loan2023-12-310001379785OA Buyer, Inc., Revolver2023-12-310001379785OAC Holdings I Corp, Revolver2023-12-310001379785OSP Hamilton Purchaser, LLC, Delayed Draw Term Loan2023-12-310001379785OSP Hamilton Purchaser, LLC, Revolver2023-12-310001379785Parkview Dental Holdings LLC, Delayed Draw Term Loan2023-12-310001379785PDQ.Com Corporation, Delayed Draw Term Loan 12023-12-310001379785PDQ.Com Corporation, Delayed Draw Term Loan 22023-12-310001379785Polara Enterprises, L.L.C., Revolver2023-12-310001379785PowerGEM Buyer, Inc., Delayed Draw Term Loan2023-12-310001379785PowerGEM Buyer, Inc., Revolver2023-12-310001379785Premium Invest, Capex / Acquisition Facility2023-12-310001379785Process Insights Acquisition, Inc., Delayed Draw Term Loan2023-12-310001379785Process Insights Acquisition, Inc., Revolver 12023-12-310001379785Process Insights Acquisition, Inc., Revolver 22024-12-310001379785Process Insights Acquisition, Inc., Revolver 22023-12-310001379785ProfitOptics, LLC, Revolver2023-12-310001379785Protego Bidco B.V., Delayed Draw Term Loan2024-12-310001379785Protego Bidco B.V., Delayed Draw Term Loan2023-12-310001379785Pro-Vision Solutions Holdings, LLC, Revolver2023-12-310001379785PSP Intermediate 4, LLC, Delayed Draw Term Loan2023-12-310001379785Qualified Industries, LLC, Revolver2023-12-310001379785R1 HOLDINGS, LLC, Delayed Draw Term Loan2024-12-310001379785R1 HOLDINGS, LLC, Delayed Draw Term Loan2023-12-310001379785R1 HOLDINGS, LLC, Revolver2023-12-310001379785RA Outdoors, LLC, Revolver2023-12-310001379785Randys Holdings, Inc., Delayed Draw Term Loan2023-12-310001379785Randys Holdings, Inc., Revolver2023-12-310001379785Rapid Buyer LLC, Delayed Draw Term Loan2023-12-310001379785Rapid Buyer LLC, Revolver2023-12-310001379785Rhondda Financing No. 1 DAC, Structured Junior Note2024-12-310001379785Rhondda Financing No. 1 DAC, Structured Junior Note2023-12-310001379785Rocade Holdings LLC, Preferred Equity2023-12-310001379785Rock Labor LLC, Revolver2023-12-310001379785ROI Solutions LLC, Delayed Draw Term Loan2023-12-310001379785ROI Solutions LLC, Revolver2023-12-310001379785Royal Buyer, LLC, Delayed Draw Term Loan2024-12-310001379785Royal Buyer, LLC, Delayed Draw Term Loan2023-12-310001379785Royal Buyer, LLC, Revolver2023-12-310001379785RPX Corporation, Revolver2023-12-310001379785RTIC Subsidiary Holdings, LLC, Revolver2024-12-310001379785RTIC Subsidiary Holdings, LLC, Revolver2023-12-310001379785Saab Purchaser, Inc., Delayed Draw Term Loan2023-12-310001379785Saab Purchaser, Inc., Revolver2023-12-310001379785Sanoptis S.A.R.L., Capex / Acquisition Facility 12024-12-310001379785Sanoptis S.A.R.L., Capex / Acquisition Facility 12023-12-310001379785Sanoptis S.A.R.L., Capex / Acquisition Facility 22024-12-310001379785Sanoptis S.A.R.L., Capex / Acquisition Facility 22023-12-310001379785Sanoptis S.A.R.L., Term Loan2023-12-310001379785Sansidor BV, Capex / Acquisition Facility2023-12-310001379785SBP Holdings LP, Delayed Draw Term Loan 12023-12-310001379785SBP Holdings LP, Delayed Draw Term Loan 22024-12-310001379785SBP Holdings LP, Delayed Draw Term Loan 22023-12-310001379785SBP Holdings LP, Revolver2023-12-310001379785Scaled Agile, Inc., Revolver2023-12-310001379785Scout Bidco B.V., Revolver2023-12-310001379785Security Holdings B.V., Revolver 12023-12-310001379785Security Holdings B.V., Revolver 22023-12-310001379785Sinari Invest, Delayed Draw Term Loan2023-12-310001379785SISU ACQUISITIONCO., INC., Delayed Draw Term Loan2023-12-310001379785Skyvault Holdings LLC, Delayed Draw Term Loan2023-12-310001379785Smartling, Inc., Revolver2023-12-310001379785SmartShift Group, Inc., Delayed Draw Term Loan2024-12-310001379785SmartShift Group, Inc., Delayed Draw Term Loan2023-12-310001379785SmartShift Group, Inc., Revolver2023-12-310001379785Solo Buyer, L.P., Revolver2023-12-310001379785Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.), Delayed Draw Term Loan2023-12-310001379785Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.), Revolver2023-12-310001379785SPATCO Energy Solutions, LLC, Delayed Draw Term Loan2023-12-310001379785SPATCO Energy Solutions, LLC, Revolver2023-12-310001379785Spatial Business Systems LLC, Delayed Draw Term Loan2024-12-310001379785Spatial Business Systems LLC, Delayed Draw Term Loan2023-12-310001379785Spatial Business Systems LLC, Revolver2023-12-310001379785SSCP Pegasus Midco Limited, Delayed Draw Term Loan2023-12-310001379785Superjet Buyer, LLC, Delayed Draw Term Loan2023-12-310001379785Superjet Buyer, LLC, Revolver2023-12-310001379785SVI International LLC, Delayed Draw Term Loan2023-12-310001379785SVI International LLC, Revolver2023-12-310001379785Syntax Systems Ltd, Revolver2024-12-310001379785Syntax Systems Ltd, Revolver2023-12-310001379785Tank Holding Corp, Delayed Draw Term Loan 12023-12-310001379785Tank Holding Corp, Delayed Draw Term Loan 22024-12-310001379785Tank Holding Corp, Delayed Draw Term Loan 22023-12-310001379785Tank Holding Corp, Revolver2023-12-310001379785Tanqueray Bidco Limited, Capex / Acquisition Facility2023-12-310001379785TAPCO Buyer LLC, Delayed Draw Term Loan2023-12-310001379785TAPCO Buyer LLC, Revolver2023-12-310001379785Technology Service Stream BidCo Pty Ltd, Delayed Draw Term Loan2023-12-310001379785Techone B.V., Revolver2023-12-310001379785Tencarva Machinery Company, LLC, Revolver2023-12-310001379785The Caprock Group, Inc. (aka TA/TCG Holdings, LLC), Delayed Draw Term Loan2024-12-310001379785The Caprock Group, Inc. (aka TA/TCG Holdings, LLC), Delayed Draw Term Loan2023-12-310001379785The Caprock Group, Inc. (aka TA/TCG Holdings, LLC), Revolver2023-12-310001379785The Cleaver-Brooks Company, Inc., Revolver2024-12-310001379785The Cleaver-Brooks Company, Inc., Revolver2023-12-310001379785The Hilb Group, LLC, Delayed Draw Term Loan2024-12-310001379785The Hilb Group, LLC, Delayed Draw Term Loan2023-12-310001379785THG Acquisition, LLC, Delayed Draw Term Loan2023-12-310001379785THG Acquisition, LLC, Revolver2023-12-310001379785Trader Corporation, Revolver2024-12-310001379785Trader Corporation, Revolver2023-12-310001379785Trintech, Inc., Revolver2023-12-310001379785TSYL Corporate Buyer, Inc., Delayed Draw Term Loan 12023-12-310001379785TSYL Corporate Buyer, Inc., Delayed Draw Term Loan 22024-12-310001379785TSYL Corporate Buyer, Inc., Delayed Draw Term Loan 22023-12-310001379785TSYL Corporate Buyer, Inc., Delayed Draw Term Loan 32024-12-310001379785TSYL Corporate Buyer, Inc., Delayed Draw Term Loan 32023-12-310001379785TSYL Corporate Buyer, Inc., Revolver2023-12-310001379785Turbo Buyer, Inc., Delayed Draw Term Loan2024-12-310001379785Turbo Buyer, Inc., Delayed Draw Term Loan2023-12-310001379785UBC Ledgers Holding AB, Delayed Draw Term Loan2023-12-310001379785UBC Ledgers Holding AB, Revolver2024-12-310001379785UBC Ledgers Holding AB, Revolver2023-12-310001379785UHY Advisors, Inc., Delayed Draw Term Loan2023-12-310001379785UHY Advisors, Inc., Revolver2023-12-310001379785Union Bidco Limited, Capex / Acquisition Facility2023-12-310001379785United Therapy Holding III GmbH, Capex / Acquisition Facility2023-12-310001379785Unither (Uniholding), Delayed Draw Term Loan2023-12-310001379785USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.), Delayed Draw Term Loan2024-12-310001379785USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.), Delayed Draw Term Loan2023-12-310001379785WEST-NR ACQUISITIONCO, LLC, Delayed Draw Term Loan 12023-12-310001379785WEST-NR ACQUISITIONCO, LLC, Delayed Draw Term Loan 22023-12-310001379785Whitcraft Holdings, Inc., Delayed Draw Term Loan2023-12-310001379785Whitcraft Holdings, Inc., Revolver2023-12-310001379785White Bidco Limited, Delayed Draw Term Loan2023-12-310001379785Woodland Foods, LLC, Line of Credit2023-12-310001379785World 50, Inc., Revolver2023-12-310001379785WWEC Holdings II Corp, Revolver2024-12-310001379785WWEC Holdings II Corp, Revolver2023-12-310001379785WWEC Holdings III Corp, Revolver2023-12-310001379785Xeinadin Bidco Limited, Capex / Acquisition Facility2024-12-310001379785Xeinadin Bidco Limited, Capex / Acquisition Facility2023-12-310001379785ZB Holdco LLC, Delayed Draw Term Loan2024-12-310001379785ZB Holdco LLC, Delayed Draw Term Loan2023-12-310001379785ZB Holdco LLC, Revolver2023-12-310001379785Zeppelin Bidco Limited, Capex / Acquisition Facility2024-12-310001379785Zeppelin Bidco Limited, Capex / Acquisition Facility2023-12-3100013797852021-01-012021-12-3100013797852020-01-012020-12-3100013797852014-12-3100013797852019-01-012019-12-3100013797852018-01-012018-12-3100013797852017-01-012017-12-3100013797852016-01-012016-12-3100013797852015-01-012015-12-310001379785bbdc:SierraMergerMember2022-02-250001379785bbdc:SierraMergerMember2022-02-252022-02-250001379785bbdc:SierraIncomeCorporationMember2022-02-250001379785us-gaap:CommonStockMember2022-02-250001379785us-gaap:CommonStockMember2022-02-252022-02-250001379785us-gaap:CommonStockMemberbbdc:SierraMergerMember2022-01-012022-12-310001379785bbdc:InvestmentBankingFeeMemberbbdc:SierraMergerMember2022-02-252022-02-250001379785us-gaap:SubsequentEventMember2025-02-202025-02-200001379785us-gaap:SubsequentEventMember2025-02-20
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 814-00733
Barings BDC, Inc.
(Exact name of registrant as specified in its charter)
Maryland
06-1798488
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
300 South Tryon Street, Suite 2500
Charlotte, North Carolina
28202
(Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(704) 805-7200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share
BBDC
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesR No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨NoR
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. Yesþ 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). YesR 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
þ
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. R
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No R
The aggregate market value of the common stock held by non-affiliates of the registrant (assuming solely for the purpose of this disclosure that all executive officers, directors and 10% or more stockholders of the registrant are “affiliates”) as of June 28, 2024, based on the closing price on that date of $9.73 on the New York Stock Exchange, was $891,303,268.
The number of shares outstanding of the registrant’s common stock on February 20, 2025 was 105,408,938.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to the registrant's 2025 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the registrant's fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K as indicated herein.
Some of the statements in this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 in Item 1A entitled “Risk Factors” in Part I of this Annual Report on Form 10-K and in Item 1A entitled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports we may file with the Securities and Exchange Commission (“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.
Any forward-looking statements included in this Annual Report on Form 10-K 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 this Annual Report on Form 10-K. 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 subsequent annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
3
PART I
Item 1. Business.
Organization
We are a Maryland corporation incorporated on October 10, 2006. We currently operate as a closed-end, non-diversified investment company and have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We have elected and intend to qualify annually for federal income tax purposes to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”).
Our headquarters is in Charlotte, North Carolina, and our Internet address is www.baringsbdc.com. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (the “SEC”). Copies of this Annual Report on Form 10-K and other reports are also available without charge upon written request to us.
The Asset Sale and Externalization Transactions
In April 2018, we entered into an asset purchase agreement (the “Asset Purchase Agreement”), with BSP Asset Acquisition I, LLC (the “Asset Buyer”), an affiliate of Benefit Street Partners L.L.C., pursuant to which we agreed to sell our December 31, 2017 investment portfolio to the Asset Buyer for gross proceeds of $981.2 million in cash, subject to certain adjustments to take into account portfolio activity and other matters occurring since December 31, 2017 (such transaction referred to herein as the “Asset Sale Transaction”). Also in April 2018, we entered into a stock purchase and transaction agreement (the “Externalization Agreement”), with Barings LLC (“Barings” or the “Adviser”) through which Barings agreed to become our investment adviser in exchange for (1) a payment by Barings of $85.0 million, or approximately $1.78 per share, directly to our stockholders, (2) an investment by Barings of $100.0 million in newly issued shares of our common stock at net asset value (“NAV”) and (3) a commitment from Barings to purchase up to $50.0 million of shares of our common stock in the open market at prices up to and including our then-current NAV per share for a two-year period, after which Barings agreed to use any remaining funds from the $50.0 million to purchase additional newly-issued shares of our common stock at the greater of our then-current NAV per share or market price (collectively, the “Externalization Transaction”). The Asset Sale Transaction and the Externalization Transaction are collectively referred to as the “Transactions.” The Transactions were approved by our stockholders at our July 24, 2018 special meeting of stockholders (the “2018 Special Meeting”).
The Externalization Transaction closed on August 2, 2018 (the “Externalization Closing”). Effective as of the Externalization Closing, we changed our name from Triangle Capital Corporation to Barings BDC, Inc. (the “Company”) and on August 3, 2018, began trading on the New York Stock Exchange (“NYSE”) under the symbol “BBDC.”
Prior to the Externalization Transaction, we were internally managed by our executive officers under the supervision of our Board of Directors (the “Board”). During this period, we did not pay management or advisory fees, but instead incurred the operating costs associated with employing executive management and investment and portfolio management professionals. In connection with the closing of the Externalization Transaction, we entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) with Barings, pursuant to which Barings serves as our investment adviser and administrator and manages our investment portfolio which initially consisted primarily of the cash proceeds received in connection with the Asset Sale Transaction.
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MVC Capital, Inc. Acquisition
On December 23, 2020 we completed our acquisition of MVC Capital, Inc., a Delaware corporation (“MVC”) (the “MVC Acquisition”) pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “MVC Merger Agreement”), dated as of August 10, 2020, with MVC, Mustang Acquisition Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“MVC Acquisition Sub”), and Barings. To effect the acquisition, MVC Acquisition Sub merged with and into MVC, with MVC surviving the merger as our wholly owned subsidiary (the “First MVC Merger”). Immediately thereafter, MVC merged with and into us, with us as the surviving company (the “Second MVC Merger” and, together with the First MVC Merger, the “MVC Merger”).
In connection with the MVC Acquisition on December 23, 2020, following the closing of the MVC Merger, we entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with Barings, effective January 1, 2021, which amended the Original Advisory Agreement to, among other things, (i) reduce the annual base management fee payable to Barings from 1.375% to 1.250% of our 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 we may enter into guarantees, sureties and other credit support arrangements with respect to one or more of our investments, including the impact of these arrangements on the income incentive fee cap. See “Management Agreements – Investment Advisory Agreement” in this Item 1 of Part I of this Annual Report on Form 10-K for more information.
In connection with the MVC Acquisition on December 23, 2020, promptly following the closing of the MVC Merger, we entered into a Credit Support Agreement (the “MVC Credit Support Agreement”) with Barings, pursuant to which Barings has agreed to provide credit support to us 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. The MVC Credit Support Agreement is intended to give stockholders of the combined company 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 Merger. There is no fee or other payment by us to Barings or any of its affiliates in connection with the MVC Credit Support Agreement. Any cash payment from Barings to us under the MVC Credit Support Agreement will be excluded from the incentive fee calculations under the Barings BDC Advisory Agreement (as defined below). See “Note 2. Agreements and Related Party Transactions” and “Note. 6 Derivative Instruments” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for more information.
Sierra Income Corporation Acquisition
On February 25, 2022, we completed our acquisition of Sierra Income Corporation, a Maryland corporation (“Sierra”), pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, with Sierra, Mercury Acquisition Sub, Inc., a Maryland corporation and our direct wholly owned subsidiary (“Sierra Acquisition Sub”), and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as our wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into us, with Barings BDC, Inc. as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”).
Pursuant to the Sierra Merger Agreement, each share of Sierra common stock, par value $0.001 per share (the “Sierra Common Stock”), issued and outstanding immediately prior to the effective time of the First Sierra Merger (other than shares of Sierra Common Stock issued and outstanding immediately prior to the effective time of the First Sierra Merger that were held by a subsidiary of Sierra or held, directly or indirectly, by us or Sierra Acquisition Sub) was converted into the right to receive (i) an amount in cash from Barings, without interest, equal to $0.9783641, and (ii) 0.44973 shares of our common stock, plus any cash in lieu of fractional shares. As a result of the Sierra Merger, former Sierra stockholders received approximately 46.0 million shares of our common stock for their shares of Sierra Common Stock.
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In connection with the Sierra Merger, on February 25, 2022, following the closing of the Sierra Merger, we entered into (1) a second amended and restated investment advisory agreement with Barings (the “Second Amended and Restated Barings BDC Advisory Agreement”), and (2) a credit support agreement (the “Sierra Credit Support Agreement”) with Barings, pursuant to which Barings has agreed to provide credit support to us 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 Party Transactions” and “Note 6. Derivative Instruments” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for more information.
Overview of Our Business
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 (as amended, the “Co-Investment 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.
Our investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. 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 seeks 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. To a lesser extent, we may make investments in syndicated loan opportunities for cash management and other purposes, which includes but is not limited to maintaining more liquid investments to manage our share repurchase program.
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 (the “Advisers Act”). Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of 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’ $344.1 billion Global Fixed Income Platform (as of December 31, 2024) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple traded closed-end funds and business development companies.
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 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
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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 52 investment professionals (as of December 31, 2024) located in three offices in the U.S. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 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.
Investment Committee
The Barings North American Private Finance investment committee (the “Investment Committee”), which is responsible for our investment origination and portfolio monitoring activities for middle-market companies in North America, currently consists of seven members: Bryan High, Head of Barings GPFG; Stuart Mathieson, Head of Europe and APAC Private Credit and Capital Solutions; Terry Harris, Head of Portfolio Management for Barings GPFG; Tyler Gately, Head of North American Private Credit; Matthew Freund, President of the Company, Barings Capital Investment Corporation (“BCIC”) and Barings Private Credit Corporation (“BPCC”); Brianne Ptacek, Managing Director; and Bob Shettle, Managing Director. The Investment Committee averages approximately 23 years of industry experience. A majority of the votes cast at a meeting at which a majority of the members of the Investment Committee is present is required to approve all investments in new middle-market companies. Bryan High and Matthew Freund serve as the Company’s portfolio managers.
Bryan High, Stuart Mathieson, Terry Harris, Tom Kilpatrick, a member of Barings’ Private Credit and Capital Solutions Team and Orla Walsh, Managing Director and member of Barings’ Private Credit Team comprise the Barings GPFG European Investment Committee, and Bryan High, Stuart Mathieson, Terry Harris, Shane Forster, Managing Director, and Justin Hooley, Managing Director, comprise the Barings GPFG Asia-Pacific Investment Committee, which committees are responsible for our investment origination and portfolio monitoring activities for middle-market companies in European and Asia-Pacific geographies, respectively. Barings believes that the individual and shared experience of these senior team members provides Barings GPFG’s investment committees with an appropriate balance of shared investment philosophy and difference of background and opinion.
Stockholder Approval of Reduced Asset Coverage Ratio
On July 24, 2018, our stockholders voted at 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 that is more consistent with a portfolio of senior secured debt. As of December 31, 2024, our asset coverage ratio was 180.0%.
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Our Business Strategy
We seek attractive returns by generating current income primarily from directly-originated debt investments in middle-market companies located primarily in the United States. We also have investments in middle-market companies located outside the United States. Our strategy includes the following components:
•Leveraging Barings GPFG’s Origination and Portfolio Management Resources. As of December 31, 2024 Barings GPFG has over 95 investment professionals located in seven different offices in the U.S., Europe, Australia/New Zealand and Asia. These regional investment teams have been working together in their respective regions for a number of years and have extensive experience advising, investing in and lending to companies across changing market cycles. In addition, the individual members of these teams have diverse investment backgrounds, with prior experience at investment banks, commercial banks, and privately and publicly held companies. We believe this diverse experience provides an in-depth understanding of the strategic, financial and operational challenges and opportunities of middle-market companies.
•Utilizing Long-Standing Relationships to Source Investments. Barings GPFG has worked diligently over decades to build strategic relationships with private equity firms globally. Based on Barings GPFG’s long history of providing consistent, predictable capital to middle-market sponsors, even in periods of market dislocation, Barings believes it has a reputation as a reliable partner. Barings also maintains extensive personal relationships with entrepreneurs, financial sponsors, attorneys, accountants, investment bankers, commercial bankers and other non-bank providers of capital who refer prospective portfolio companies to us. These relationships historically have generated significant investment opportunities. We believe that this network of relationships will continue to produce attractive investment opportunities.
•Focusing on the Middle-Market. We primarily invest in middle-market companies. These companies tend to be privately owned, often by a private equity sponsor, and are companies that typically generate annual earnings before interest, taxes, depreciation and amortization, as adjusted (“Adjusted EBITDA”), of $15.0 million to $75.0 million.
•Providing One-Stop Customized Financing Solutions. Barings believes that Barings GPFG’s ability to commit to and originate larger hold positions (in excess of $200 million) in a given transaction is a differentiator to middle-market private equity sponsors. In today’s market, it has become increasingly important to have the ability to underwrite an entire transaction, providing financial sponsors with certainty of close. Barings GPFG offers a variety of financing structures and has the flexibility to structure investments to meet the needs of our portfolio companies.
•Applying Consistent Underwriting Policies and Active Portfolio Management. We believe robust due diligence on each investment is paramount due to the illiquid nature of a significant portion of our assets. With limited ability to liquidate holdings, private credit investors must take a longer-term, “originate-to-hold” investment approach. Barings has implemented underwriting policies and procedures that are followed for each potential transaction. This consistent and proven fundamental underwriting process includes a thorough analysis of each potential portfolio company’s competitive position, financial performance, management team operating discipline, growth potential and industry attractiveness, which Barings believes allows it to better assess the company’s prospects. After closing, Barings maintains ongoing access to both the sponsor and portfolio company management in order to closely monitor investments and suggest or require remedial actions as needed to avoid a default.
•Maintaining Portfolio Diversification. While we focus our investments in middle-market companies, we seek to invest across various industries and in both United States-based and foreign-based companies. Barings monitors our investment portfolio to ensure we have acceptable industry balance, using industry and market metrics as key indicators. By monitoring our investment portfolio for industry balance, we seek to reduce the effects of economic downturns associated with any particular industry or market sector. Notwithstanding our intent to invest across a variety of industries, we may from time to time hold securities of a single portfolio company that comprise more than 5.0% of our total assets and/or more than 10.0% of the outstanding voting securities of the portfolio company. For that reason, we are classified as a non-diversified management investment company under the 1940 Act.
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•Other Investments. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high yield investments and/or mortgage securities. Our special situation investments generally comprise of investments in stressed and distressed corporate debt instruments which are expected to include (but which are not limited to) senior secured loans (including assignments and participations), second lien loans and subordinated debt (including mezzanine and payment-in-kind (“PIK”) securities), secured floating rate notes and secured fixed rated notes, unsecured loans, unsecured senior and subordinated corporate bonds, debentures, notes, commercial paper, convertible debt obligations, equity investments (including preferred stock and common equity instruments), hedging arrangements, other forms of subordinated debt, structured credit (e.g., asset-backed securities) and equity instruments.
Investments
Debt Investments
The terms of our directly originated debt investments in middle market companies are tailored to the facts and circumstances of each transaction and prospective portfolio company, negotiating a structure that seeks to protect lender rights and manage risk while creating incentives for the portfolio company to achieve its business plan. We also seek to limit the downside risks of our investments by negotiating covenants that are designed to protect our investments while affording our portfolio companies as much flexibility in managing their businesses as possible. Such restrictions may include affirmative and negative covenants, default penalties, lien protections, change of control provisions and a pledge of the operating companies’ stock which provides us with additional exit options in downside scenarios. Other lending protections may include excess cash flow sweeps (effectively term loan amortization), limitations on a company’s ability to make acquisitions, maximums on capital expenditures and limits on allowable dividends and distributions. Further, up-front closing fees of typically 1-3% of the loan amount act effectively as pre-payment protection given the cost to a company to refinance early. Additionally, we will sometimes include call protection provisions effective for the first six to twelve months of an investment to enhance our potential total return.
We focus on investing primarily in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. 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. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between SOFR (or the applicable currency rate for investments in foreign currencies) plus 450 basis points and SOFR plus 650 basis points per annum.
Equity Investments
On a limited basis, we may acquire equity interests in portfolio companies. In such cases, we generally seek to structure our equity investments as non-control investments that provide us with minority rights.
Investment Criteria
We utilize the following criteria and guidelines in evaluating investment opportunities in middle market companies. However, not all of these criteria and guidelines have been, or will be, met in connection with each of our investments.
•Established Companies with Positive Cash Flow. We seek to invest in later-stage or mature companies with a proven history of generating positive cash flows. We typically focus on companies with a history of profitability and trailing twelve-month Adjusted EBITDA ranging from $15.0 million to $75.0 million.
•Experienced Management Teams. Based on our prior investment experience, we believe that a management team with significant experience with a portfolio company or relevant industry experience is
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essential to the long-term success of the portfolio company. We believe management teams with these attributes are more likely to manage the companies in a manner that protects our debt investment.
•Strong Competitive Position. We seek to invest in companies that have developed strong positions within their respective markets, are well positioned to capitalize on growth opportunities and compete in industries with barriers to entry. We also seek to invest in companies that exhibit a competitive advantage, which may help to protect their market position and profitability.
•Varied Customer and Supplier Bases. We prefer to invest in companies that have varied customer and supplier bases. Companies with varied customer and supplier bases are generally better able to endure economic downturns, industry consolidation and shifting customer preferences.
•Significant Invested Capital. We believe the existence of significant underlying equity value provides important support to investments. We seek to identify portfolio companies that we believe have well-structured capital beyond the layer of the capital structure in which we invest.
Investment Process
Our investment origination and portfolio monitoring activities for middle-market companies are performed by Barings GPFG. The investment committee at Barings GPFG is responsible for all aspects of our investment process for investments in middle-market companies; however, other investment committees within Barings are primarily responsible for the investment process for our opportunistic investments in special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and mortgage securities. Each of Barings’ investment processes is designed to maximize risk-adjusted returns, minimize non-performing assets and avoid investment losses. In addition, the investment process is also designed to provide sponsors and/or prospective portfolio companies with efficient and predictable deal execution.
Origination
Barings GPFG’s typical origination process for investments in middle-market companies is summarized in the following chart:
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Investment Pre-Screen
The investment pre-screen process typically begins with a review of an offering memorandum or other high-level prospect information by an investment originator. A fundamental bottoms-up credit analysis is prepared and independent third-party research is gathered in addition to the information received from the sponsor. The investment group focuses on a prospective investment’s fundamentals, sponsor/source and proposed investment structure. This review may be followed by a discussion between the investment originator and an investment group head to identify investment opportunities that should be passed on, either because they fall outside of Barings GPFG’s stated investment strategy or offer an unacceptable risk-adjusted return. If the originator and investment group head agree that an investment opportunity is worth pursuing, a credit analyst assists the originator with preparation of a screening memorandum. The screening memorandum is typically discussed internally with the investment group head and other senior members of the investment group, and in certain instances, the investment group head may elect to review the screening memorandum with the Investment Committee prior to the preliminary investment proposal.
Preliminary Investment Proposal
Following the screening memorandum discussion, if the decision is made by the investment group head to pursue an investment opportunity, key pricing and structure terms may be communicated to the prospective borrower verbally or via a non-binding standard preliminary term sheet in order to determine whether the proposed terms are competitive.
Investment Approval
Upon acceptance by a sponsor/prospective borrower of preliminary key pricing and structure terms, the investment process continues with formal due diligence. The investment team typically attends meetings with the prospective portfolio company’s management, reviews historical and forecasted financial information and third-party diligence reports, conducts research to support preparation of proprietary financial models including both base case and downside scenarios, valuation analyses, and ultimately, an underwriting memorandum for review by the Investment Committee. A majority of the votes cast at a meeting at which a majority of the members of the Investment Committee is present is required to approve all investments in new middle-market portfolio companies.
Commitment Letter
For investments that require written confirmation of commitment, commitment letters are typically reviewed by Barings GPFG’s internal legal team or outside counsel. Commitment letters typically include customary conditions as well as any conditions specified by the Investment Committee. Such conditions could include, but are not limited to, specific confirmatory due diligence, minimum pre-close Adjusted EBITDA, minimum capitalization, satisfactory documentation, satisfactory legal due diligence and absence of material adverse change. Unless specified by the Investment Committee as a condition to approval, commitment letters need not include final Investment Committee approval as a condition precedent.
Documentation
Once an investment opportunity has been approved, negotiation of definitive legal documents occurs, usually simultaneously with completion of any third-party confirmatory due diligence. Typically, legal documentation will be reviewed by Barings GPFG’s internal legal team or by outside legal counsel to ensure that our security interest can be perfected and that all other terms of the definitive loan documents are consistent with the terms approved by the Investment Committee.
Closing
A closing memorandum is provided to the Investment Committee. The closing memorandum addresses final investment structure and pricing terms, the sources and uses of funds, any variances from the original approved terms, an update related to the prospect’s financial performance and, if warranted, updates to internal financial models. The closing memorandum also addresses each of the specific conditions to the approval of the investment
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by the Investment Committee, including results of confirmatory due diligence with any exceptions or abnormalities highlighted, and includes an analysis of financial covenants with a comparison to the financial forecast prepared by management.
Portfolio Management and Investment Monitoring
Our portfolio management and investment monitoring processes are overseen by Barings. Barings’ portfolio management process is designed to maximize risk-adjusted returns and identify non-performing assets well in advance of potentially adverse events in order to mitigate investment losses. Key aspects of the Barings investment and portfolio management process include:
•Culture of Risk Management. The investment team that approves an investment monitors the investment’s performance through repayment. We believe this practice encourages accountability by connecting investment team members with the long-term performance of the investment. This also allows us to leverage the underwriting process, namely the comprehensive understanding of the risk factors associated with the investment that an investment team develops during underwriting. In addition, we seek to foster continuous interaction between investment teams and the Investment Committee. This frequent communication encourages the early escalation of issues to members of the Investment Committee to leverage their experience and expertise well in advance of potentially adverse events.
•Ongoing Monitoring. Each portfolio company is assigned to an analyst who is responsible for the ongoing monitoring of the investment. Upon receipt of information (financial or otherwise) relating to an investment, a preliminary review is performed by the analyst in order to assess whether the information raises any issues that require increased attention. Particular consideration is given to information which may impact the value of an asset. In the event that something material is identified, the analyst is responsible for notifying the relevant members of the deal team and Investment Committee.
•Quarterly Portfolio Reviews. All investments are reviewed on at least a quarterly basis. The quarterly portfolio reviews provide a forum to evaluate the current status of each asset and identify any recent or long-term performance trends, either positive or negative, that may affect its current valuation.
•Focus Credit List Reviews. Certain credits are deemed to be on the “Focus Credit List”, or a list of similar meaning and are typically reviewed on a more frequent basis. During these reviews, the investment team provides an update on the situation and discusses potential courses of action with the Investment Committee to ensure any mitigating steps are taken in a timely manner.
•Sponsor Relationships. For middle-market loans, we invest primarily in transactions backed by a private equity sponsor and when evaluating investment opportunities, we take into account the strength of the sponsor (e.g., track record, sector expertise, strategy, governance, follow-on investment capacity, relationship with Barings GPFG). Having a strong relationship and staying in close contact with sponsors and management during not only the underwriting process but also throughout the life of the investment allows us to engage the sponsor and management early to address potential covenant breaks or other issues.
•Robust Investment and Portfolio Management System. Barings’ investment and portfolio management system serves as the central repository of data used for investment management, including both company-level metrics (e.g., probability of default, Adjusted EBITDA, geography) and asset-level metrics (e.g., price, spread/coupon, seniority). Barings portfolio management has established a set of data that analysts must update quarterly, or more frequently when appropriate, in order to produce a one-page summary for each company, which are used during quarterly portfolio reviews.
Valuation Process and Determination of Net Asset Value
The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We have a 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 the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair
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Value Measurements and Disclosures (“ASC Topic 820”). Our current valuation policy and processes were established by Barings 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 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. For a discussion of the risks inherent in determining the value of securities for which readily available market values do not exist, see “Risk Factors — Risks Relating to Our Business and Structure — Our investment portfolio is and will continue to be recorded at fair value as determined in accordance with the Adviser’s valuation policies and procedures and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments” included in Item 1A of Part I of this Annual Report on Form 10-K.
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 Barings as valuation designee to perform the fair value determinations relating to the value of the assets held by us for which market quotations are not readily available. 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
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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.
For a further discussion of our valuation procedures, see the section entitled “Critical Accounting Policies and Use of Estimates — Investment Valuation” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of Part II of this Annual Report on Form 10-K.
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 investment to
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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 Partners LLC, Thompson Rivers LLC, Waccamaw River LLC, Sierra Senior Loan Strategy JV I LLC and MVC Private Equity Fund LP
As Jocassee Partners LLC, Thompson Rivers LLC, Waccamaw River LLC, Sierra Senior Loan Strategy JV I LLC JV and MVC Private Equity Fund LP 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.
Quarterly Net Asset Value Determination
We determine the NAV per share of our common stock on at least a quarterly basis. The NAV per share is equal to the value of our total assets minus total liabilities and any preferred stock outstanding divided by the total number of shares of common stock outstanding.
Exit Strategies/Refinancing
While we generally exit most investments through the refinancing or repayment of our debt, we typically assist our portfolio companies in developing and planning exit opportunities, including any sale or merger of our portfolio companies. We may also assist in the structure, timing, execution and transition of these exit strategies.
Competition
We compete for investments with a number of investment funds including public funds, private debt funds and private equity funds, other BDCs, as well as traditional financial services companies such as commercial banks and other sources of financing. Some of these entities have greater financial and managerial resources than we do. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider more investments and establish more relationships than we do. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC.
We use the expertise of the investment professionals of Barings to assess investment risks and determine appropriate pricing for our investments in portfolio companies. We believe the relationship we have with Barings enables us to learn about, and compete for financing opportunities with companies in middle-market businesses that operate across a wide range of industries. For additional information concerning the competitive risks we face, see “Risk Factors — Risks Relating to Our Business and Structure — We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses” included in Item 1A of Part I of this Annual Report on Form 10-K.
Brokerage Allocation and Other Practices
We paid $0.2 million in brokerage commissions during the fiscal year ended December 31, 2024 in connection with the acquisition and/or disposal of our investments. We did not pay any brokerage commissions during the fiscal years ended December 31, 2023 and December 31, 2022 in connection with the acquisition and/or disposal of our investments. We generally acquire and dispose of our investments in privately negotiated transactions; therefore, we infrequently use brokers in the normal course of our business. Barings is primarily responsible for the execution of any publicly traded securities portion of our portfolio transactions and the allocation of brokerage commissions. We do not expect to execute transactions through any particular broker or dealer, but will seek to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. While we will generally seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, if we use a broker, we may select a broker based partly upon brokerage or research services provided
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to us. In return for such services, we may pay a higher commission than other brokers would charge if we determine in good faith that such commission is reasonable in relation to the services provided.
Dividend Reinvestment Plan
We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our common stockholders, unless a common stockholder elects to receive cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend, then our common stockholders who have not “opted out” of our dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of our common stock, rather than receiving the cash dividends.
No action will be required on the part of a registered common stockholder to have his or her cash dividend reinvested in shares of our common stock. A registered common stockholder may elect to receive an entire dividend in cash by notifying Computershare, Inc., the “Plan Administrator” and our transfer agent and registrar, in writing so that such notice is received by the Plan Administrator no later than three days prior to the payment date fixed by the Board for the dividend. The Plan Administrator will set up an account for shares acquired through the plan for each common stockholder who has not elected to receive dividends in cash and hold such shares in non-certificated form. Upon request by a common stockholder participating in the plan, received in writing not less than three days prior to the payment date, the Plan Administrator will, instead of crediting shares to the participant’s account, issue a certificate registered in the participant’s name for the number of whole shares of our common stock and a check for any fractional share. Those common stockholders whose shares are held by a broker or other financial intermediary may receive dividends in cash by notifying their broker or other financial intermediary of their election.
We intend to use primarily newly issued shares to implement the plan, so long as our shares are trading at or above NAV. If our shares are trading below NAV, we intend to purchase shares in the open market in connection with our implementation of the plan. If we use newly issued shares to implement the plan, the number of shares to be issued to a common stockholder is determined by dividing the total dollar amount of the dividend payable to such common stockholder by the market price per share of our common stock at the close of regular trading on The New York Stock Exchange (the “NYSE”) on the dividend payment date. Market price per share on that date will be the closing price for such shares on the NYSE or, if no sale is reported for such day, at the average of their reported bid and asked prices. If we purchase shares in the open market to implement the plan, the number of shares to be received by a common stockholder is determined by dividing the total dollar amount of the dividend payable to such common stockholder by the average price per share for all shares purchased by the Plan Administrator in the open market in connection with the dividend. The number of shares of our common stock to be outstanding after giving effect to payment of the dividend cannot be established until the value per share at which additional shares will be issued has been determined and elections of our common stockholders have been tabulated.
There will be no brokerage charges or other fees to common stockholders who participate in the plan. However, certain brokerage firms may charge brokerage charges or other fees to their customers. We will pay the Plan Administrator’s fees under the plan. If a participant elects by written notice to the Plan Administrator to have the Plan Administrator sell part or all of the shares held by the Plan Administrator in the participant’s account and remit the proceeds to the participant, the Plan Administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds.
Common stockholders who receive dividends in the form of stock generally are subject to the same federal, state and local tax consequences as are common stockholders who elect to receive their dividends in cash. However, since a participating stockholder’s cash dividends will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A common stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend from us will be equal to the total dollar amount of the dividend payable to the common stockholder. Any stock received in a dividend will have a holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. common stockholder’s account. Stock received in a dividend may generate a wash sale if a common stockholder sold our stock at a realized loss within 30 days either before or after such dividend.
Participants may terminate their accounts under the plan by notifying the Plan Administrator via its website at www.computershare.com/investor, by filling out the transaction request form located at the bottom of their
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statement and sending it to the Plan Administrator at Computershare, Inc., P.O. Box 43006, Providence, Rhode Island 02940 or by calling the Plan Administrator at (866) 228-7201.
We may terminate the plan upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend by us. All correspondence concerning the plan should be directed to the Plan Administrator by mail at Computershare, Inc., P.O. Box 43006, Providence, Rhode Island 02940.
Employees
We currently do not have any employees and do not expect to have any employees. The services necessary for our business are provided by individuals who are employees of Barings, pursuant to the terms of the Barings BDC Advisory Agreement (as defined below) and our Administration Agreement. Each of our executive officers is an employee of Barings and our day-to-day investment activities are managed by Barings.
Management Agreements
In connection with the MVC Acquisition, we entered into the Amended and Restated Advisory Agreement following approval of the Amended and Restated Advisory Agreement by our stockholders at our December 23, 2020 special meeting of stockholders. The Amended and Restated Advisory Agreement was approved on September 9, 2020 by the then-current Board, including a majority of the directors on the Board who are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), of the Company or Barings. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021. In connection with the Sierra Merger, we entered into the Second Amended Barings BDC Advisory Agreement on February 25, 2022. The Second Amended Barings BDC Advisory Agreement was approved by our Board, including a majority of the Independent Directors of the Company or Barings, on May 5, 2022. On June 24, 2023, we entered into a third amended and restated investment advisory agreement with Barings (the “Barings BDC Advisory Agreement”) in order to update the term of the agreement to expire on June 24 each year subject to annual re-approval in accordance with its terms. All other terms and provisions of the Second Amended and Restated 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, Barings manages our day-to-day operations and provides us with investment advisory services. 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 our investments; (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 other investment advisory, research and related services we 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, Barings, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Barings (collectively, the “IA Indemnified Parties”), are entitled to indemnification from us 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 us or our security holders) arising out of any actions or omissions or otherwise based upon the performance of any of Barings’ duties or obligations under the Barings BDC Advisory Agreement or otherwise as our investment adviser. Barings’ services under the Barings BDC Advisory Agreement are not exclusive, and Barings 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.
Barings 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
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indirect, wholly-owned subsidiary of Barings. Pursuant to this arrangement, certain employees of BIIL may serve as “associated persons” of Barings and, in this capacity, subject to the oversight and supervision of Barings, may provide research and related services, and discretionary investment management and trading services (including acting as portfolio managers) to us on behalf of Barings. This arrangement is based on no-action letters of the staff of 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 Barings, and the BIIL employees are “associated persons” of Barings.
Under the Barings BDC Advisory Agreement, we pay Barings (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 us thereunder.
The Base Management Fee is calculated based on our gross assets, including the 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, and 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 will be appropriately prorated.
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 our income (the “ Income-Based Fee”) and a portion is based on our 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 our first eleven calendar 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 our 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 we have not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our 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 Barings in any calendar quarter in which our aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Hurdle Amount;
(B) 100% of our 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 our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide Barings with an incentive fee of 20% on all of our Pre-Incentive Fee Net Investment Income when our Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Quarters; and
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(C) For any quarter in which our 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 our 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 Barings 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 Barings 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 were paid to Barings 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, we will pay no Income-Based Fee to Barings 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, we will pay Barings 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, we will pay Barings 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 our assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on our assets (including, for the avoidance of doubt, the value ascribed to any credit support arrangement in our financial statements even if such value is not categorized as a gain therein), whether realized or unrealized, in such period.
(iii) The second part of the Incentive Fee (the “Capital Gains Fee”) is determined and payable in arrears as of the end of each calendar year (or upon termination of the Barings BDC 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 our cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) our cumulative aggregate 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 our 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 our 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 our 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 our financial statements.
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Payment of Company Expenses
Under the Barings BDC Advisory Agreement, all investment professionals of Barings and its staff, when and to the extent engaged in providing services required to be provided by Barings 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 Barings and not by us, except that all costs and expenses relating to our operations and transactions, including, without limitation, those items listed in the Barings BDC Advisory Agreement, will be borne by us.
Duration and Termination of Advisory Agreement
The Barings BDC Advisory Agreement was most recently re-approved on May 7, 2024 by our Board, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), for an additional one-year term ending on June 24, 2025, and will continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors. The Barings BDC Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser. The Barings BDC Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).
Administration Agreement
Under the terms of the Administration Agreement, Barings 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, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf 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.
We 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 us 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 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. The costs and expenses incurred by Barings on our behalf under the Administration Agreement include, but are not limited to:
•the allocable portion of Barings’ rent for our Chief Financial Officer and 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;
•the allocable portion of the salaries, bonuses, benefits and expenses of our 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 us under the Administration Agreement;
•the actual cost of goods and services used for us and obtained by Barings from entities not affiliated with us, which is reasonably allocated to us on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;
•all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
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•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.
The Administration Agreement will continue automatically for successive annual periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the Independent Directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by Barings, upon 60 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.
Election to be Regulated as a Business Development Company and Regulated Investment Company
We are a closed-end, non-diversified management investment company that has elected to be treated as a BDC under the 1940 Act. In addition, we have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. Our election to be regulated as a BDC and our election to be treated as a RIC for U.S. federal income tax purposes have a significant impact on our operations. Some of the most important effects on our operations of our election to be regulated as a BDC and our election to be treated as a RIC are outlined below.
•We report our investments at market value or fair value with changes in value reported through our Consolidated Statements of Operations.
In accordance with the requirements of Article 6 of Regulation S-X, we report all of our investments, including debt investments, at market value or, for investments that do not have a readily available market value, at their “fair value” in accordance with the Barings valuation policy. Changes in these values are reported through our statements of operations under the caption of “net unrealized appreciation (depreciation) on investments.” See “Valuation Process and Determination of Net Asset Value” above.
•We intend to distribute substantially all of our income to our stockholders. We generally will be required to pay income taxes only on the portion of our taxable income we do not distribute, actually or constructively, to stockholders.
As a RIC, so long as we meet certain minimum distribution, source-of-income and asset diversification requirements, we generally are required to pay U.S. federal 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 intend to distribute to our stockholders substantially all of our income. We may, however, make deemed distributions to our stockholders of any retained net long-term capital gains. If this happens, our stockholders will be treated as if they received an actual distribution of the net capital gains and reinvested the net after-tax proceeds in us. Our stockholders also may be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to their allocable share of the corporate-level U.S. federal income tax we pay on the deemed distribution. See “Material U.S. Federal Income Tax Considerations” below. We met the minimum distribution requirements for 2022, 2023 and 2024 and continually monitor our distribution requirements with the goal of ensuring compliance with the Code.
In addition, we have wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”) which hold a portion of one or more of our portfolio investments that are listed on the Consolidated Schedule of Investments. The Taxable Subsidiaries are consolidated for financial reporting purposes in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) such that our consolidated financial statements reflect our investments in the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit us to hold certain interests in portfolio companies that are organized as partnerships or limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90.0% of our gross income for U.S. federal income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiaries, a proportionate amount of any gross income of a partnership or LLC (or other pass-through entity) portfolio investment would flow through directly to us. To the extent that such income did not consist of qualifying investment income, it could jeopardize our ability to qualify as a RIC and therefore cause us to incur significant amounts of corporate level U.S. federal income
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taxes. Where interests in partnerships or LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, however, the income from such interests is taxed to the Taxable Subsidiaries and does not flow through to us, thereby helping us preserve our RIC status and resultant tax advantages. The Taxable Subsidiaries are not consolidated for U.S. federal income tax purposes and may generate income tax expense as a result of their ownership of the portfolio companies. This income tax expense, if any, is reflected in our Consolidated Statements of Operations.
•Our ability to use leverage as a means of financing our portfolio of investments is limited.
As a BDC, and as a result of the stockholder vote to approve the proposal to authorize us to be subject to the reduced asset coverage ratio of at least 150% under the 1940 Act, we are required to meet a coverage ratio of total assets to total senior securities of at least 150%. For this purpose, senior securities include all borrowings and any preferred stock we may issue in the future. Additionally, our ability to continue to utilize leverage as a means of financing our portfolio of investments may be limited by this asset coverage test.
•We are required to comply with the provisions of the 1940 Act applicable to business development companies.
As a BDC, we are required to have a majority of directors who are not “interested persons” under the 1940 Act. In addition, we are required to comply with other applicable provisions of the 1940 Act, including those requiring the adoption of a code of ethics, fidelity bonding and investment custody arrangements. See “Regulation of Business Development Companies” below.
Co-Investment Exemptive Relief
As a BDC, we are required to comply with certain regulatory requirements. For example, we generally are not permitted to make loans to companies controlled by Barings or other funds managed by Barings. We are also not permitted to make any co-investments with Barings or its affiliates (including any fund managed by Barings or an investment adviser controlling, controlled by or under common control with Barings) without exemptive relief from the SEC, subject to certain exceptions. The Co-Investment Exemptive Relief that the SEC has granted to Barings permits certain present and future funds, including us, advised by Barings (or an investment adviser controlling, controlled by or under common control with Barings) to co-invest in suitable negotiated investments. Co-investments made under the Co-Investment Exemptive Relief are subject to compliance with the conditions and other requirements contained in the Co-Investment Exemptive Relief, which could limit our ability to participate in a co-investment transaction.
Regulation of Business Development Companies
The following is a general summary of the material regulatory provisions affecting BDCs. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.
We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates, principal underwriters and affiliates of those affiliates or underwriters. The 1940 Act requires that a majority of the directors on a BDC’s board of directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities.
In addition, the 1940 Act defines “a majority of the outstanding voting securities” as the lesser of (i) 67.0% or more of the voting securities present at a meeting if the holders of more than 50.0% of our outstanding voting securities are present or represented by proxy, or (ii) 50.0% of our voting securities.
Qualifying Assets
Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70.0% of the company’s total assets. The principal categories of qualifying assets relevant to our business are any of the following:
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(1) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act and rules adopted pursuant thereto as any issuer which:
(a) is organized under the laws of, and has its principal place of business in, the United States;
(b) is not an investment company (other than an SBIC wholly-owned by the BDC) or a company that would be an investment company but for exclusions under the 1940 Act for certain financial companies such as banks, brokers, commercial finance companies, mortgage companies and insurance companies; and
(c) satisfies any of the following:
(i) does not have any class of securities with respect to which a broker or dealer may extend margin credit;
(ii) is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company;
(iii) is a small and solvent company having total assets of not more than $4.0 million and capital and surplus of not less than $2.0 million;
(iv) does not have any class of securities listed on a national securities exchange; or
(v) has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250.0 million.
(2) Securities in companies that were eligible portfolio companies when we made our initial investment if certain other requirements are satisfied.
(3) Securities of any eligible portfolio company that we control.
(4) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance (other than conventional lending or financing arrangements).
(5) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60.0% of the outstanding equity of the eligible portfolio company.
(6) Securities received in exchange for or distributed on or with respect to securities described in (1) through (5) above, or pursuant to the exercise of warrants or rights relating to such securities.
(7) Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.
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Managerial Assistance to Portfolio Companies
In order to count portfolio securities as qualifying assets for the purpose of the 70.0% test, we must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where we purchase such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available “significant managerial assistance” means, among other things, any arrangement whereby we, through our directors, officers or employees, offer to provide, and, if accepted, do so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. Barings provides such managerial assistance on our behalf to portfolio companies that request this assistance. We may receive fees for these services.
Temporary Investments
Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70.0% of our assets are qualifying assets. We may invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. Government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25.0% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the asset diversification tests required to maintain our tax treatment as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our management team will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.
Senior Securities
On July 24, 2018, our stockholders voted at 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 decreased to 150% from 200%. Thus, we are permitted, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. In addition, while any senior securities remain outstanding (other than senior securities representing indebtedness issued in consideration of a privately arranged loan which is not intended to be publicly distributed), we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5.0% of the value of our total assets for temporary purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see “Item 1A.— Risk Factors — Risks Relating to Our Business and Structure — Incurring additional leverage may magnify our exposure to risks associated with changes in leverage, including fluctuations in interest rates that could adversely affect our profitability” included in this Annual Report on Form 10-K.
Code of Business Conduct and Ethics and Corporate Governance Guidelines
We and Barings have adopted a code of ethics (the “Global Code of Ethics Policy”) and corporate governance guidelines, which collectively cover ethics and business conduct. These documents apply to our and Barings’ directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and any person performing similar functions, andestablish procedures for personal investments and restrict certain personal securities transactions. Personnel subject to the Global Code of Ethics Policy and corporate governance guidelines may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Our Global Code of Ethics Policy and corporate governance guidelines are publicly
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available on the Investor Relations section of our website under “Corporate Governance” at https://ir.barings.com/governance-docs. We will report any amendments to or waivers of a required provision of our Global Code of Ethics Policy and corporate governance guidelines on our website or in a Current Report on Form 8-K. Information contained on our website is not incorporated by reference into this Annual Report on Form 10-K, and you should not consider that information to be part of this Annual Report on Form 10-K.
Compliance Policies and Procedures
We and Barings have adopted and implemented written policies and procedures reasonably designed to prevent violation of the U.S. federal securities laws, and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation, and to designate a chief compliance officer to be responsible for administering such policies and procedures. Itzbell Branca serves as our Chief Compliance Officer.
Proxy Voting Policies and Procedures
We delegate our proxy voting responsibilities to Barings. Barings votes proxies relating to our portfolio securities in a manner which we believe will be in the best interest of our stockholders. Barings reviews on a case-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by us. Although Barings generally votes against proposals that may have a negative impact on our portfolio securities, they may vote for such a proposal if there exists compelling long-term reasons to do so.
The proxy voting decisions of Barings are made by the investment professionals who are responsible for monitoring each of its clients’ investments. To ensure that their vote is not the product of a conflict of interest, Barings requires that: (i) anyone involved in the decision making process disclose to our chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.
Stockholders may, without charge, obtain information regarding how we voted proxies with respect to our portfolio securities by making a written request for proxy voting information to: Chief Compliance Officer, 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202 or by calling our investor relations department at 888-401-1088.
Other
We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of those members of the Board who are not interested persons and, in some cases, prior approval by the SEC. The 1940 Act prohibits us from making certain negotiated co-investments with affiliates absent prior approval of the SEC. Barings’ Co-Investment Exemptive Relief permits us and Barings’ affiliated private funds and SEC-registered funds to co-invest in loans originated by Barings, which allows Barings to implement its senior secured private debt investment strategy for us.
We are periodically examined by the SEC for compliance with the 1940 Act.
We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
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Securities Exchange Act of 1934 and Sarbanes-Oxley Act Compliance
We are subject to the reporting and disclosure requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the filing of quarterly, annual and current reports, proxy statements and other required items. In addition, we are subject to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), which imposes a wide variety of regulatory requirements on publicly held companies and their insiders. For example:
•pursuant to Rule 13a-14 of the Exchange Act, our Chief Executive Officer and Chief Financial Officer are required to certify the accuracy of the financial statements contained in our periodic reports;
•pursuant to Item 307 of Regulation S-K, our periodic reports are required to disclose our conclusions about the effectiveness of our disclosure controls and procedures;
•pursuant to Rule 13a-15 of the Exchange Act, our management is required to prepare a report regarding its assessment of our internal control over financial reporting and must obtain an audit of the effectiveness of internal control over financial reporting performed by our independent registered public accounting firm; and
•pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal control over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
The New York Stock Exchange Corporate Governance Regulations
The NYSE has adopted corporate governance regulations that listed companies must comply with. We believe we currently are in compliance with such corporate governance listing standards. We intend to monitor our compliance with all future listing standards and to take all necessary actions to ensure that we stay in compliance.
Material U.S. Federal Income Tax Considerations
The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in our shares. This summary does not purport to be a complete description of the income tax considerations applicable to us or to investors in such an investment. For example, we have not described tax consequences that we assume to be generally known by investors or certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including stockholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, dealers in securities, pension plans and trusts, financial institutions, U.S. stockholders (as defined below) whose functional currency is not the U.S. dollar, persons who mark-to-market our shares and persons who hold our shares as part of a “straddle,” “hedge” or “conversion” transaction. This summary assumes that investors hold shares of our common stock as capital assets (within the meaning of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of this Annual Report on Form 10-K and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets.
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For purposes of our discussion, a “U.S. stockholder” means a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes:
•a citizen or individual resident of the United States;
•a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
•an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
•a trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person.
For purposes of our discussion, a “Non-U.S. stockholder” means a beneficial owner of shares of our common stock that is neither a U.S. stockholder nor a partnership (including an entity treated as a partnership for U.S. federal income tax purposes).
If an entity treated as a partnership for U.S. federal income tax purposes (a “partnership”) holds shares of our common stock, the tax treatment of a partner or member of the partnership will generally depend upon the status of the partner or member and the activities of the partnership. A prospective stockholder that is a partner or member in a partnership holding shares of our common stock should consult his, her or their tax advisors with respect to the purchase, ownership and disposition of shares of our common stock.
Tax matters are very complicated and the tax consequences to an investor of an investment in our shares will depend on the facts of his, her or their particular situation. We encourage investors to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty and the effect of any changes in the tax laws.
Election to be Taxed as a RIC
We have qualified and elected to be treated as a RIC under Subchapter M of the Code commencing with our taxable year ended December 31, 2007. As a RIC, we generally are not subject to corporate-level U.S. federal income taxes on any income that we distribute to our stockholders from our tax earnings and profits. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain RIC tax treatment, we must distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income” (“ICTI”), which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss (the “Annual Distribution Requirement”). Even if we qualify for tax treatment as a RIC, we generally will be subject to corporate-level U.S. federal income tax on our undistributed taxable income and could be subject to U.S. federal excise, state, local and foreign taxes.
Taxation as a RIC
Provided that we qualify for tax treatment as a RIC, we will not be subject to U.S. federal income tax on the portion of our ICTI and net capital gain (which we define as net long-term capital gain in excess of net short-term capital loss) that we timely distribute to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gain not distributed (or deemed distributed) to our stockholders.
We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (i) 98.0% of our ordinary income for each calendar year, (ii) 98.2% of our capital gain net income for the calendar year and (iii) any income recognized, but not distributed, in preceding years and on which we paid no U.S. federal income tax.
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In order to qualify for tax treatment as a RIC for U.S. federal income tax purposes, we must, among other things:
•meet the Annual Distribution Requirement;
•qualify to be treated as a BDC or be registered as a management investment company under the 1940 Act at all times during each taxable year;
•derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock or other securities or foreign currencies or other income derived with respect to our business of investing in such stock, securities or currencies and net income derived from an interest in a “qualified publicly traded partnership” (as defined in the Code), or the 90% Income Test; and
•diversify our holdings so that at the end of each quarter of the taxable year:
◦at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (which for these purposes includes the equity securities of a “qualified publicly traded partnership”); and
◦no more than 25% of the value of our assets is invested in the securities, other than U.S. Government securities or securities of other RICs, (i) of one issuer (ii) of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) of one or more “qualified publicly traded partnerships,” or the Diversification Tests.
To the extent that we invest in entities treated as partnerships for U.S. federal income tax purposes (other than a “qualified publicly traded partnership”), we generally must include the items of gross income derived by the partnerships for purposes of the 90% Income Test, and the income that is derived from a partnership (other than a “qualified publicly traded partnership”) will be treated as qualifying income for purposes of the 90% Income Test only to the extent that such income is attributable to items of income of the partnership which would be qualifying income if realized by us directly. In addition, we generally must take into account our proportionate share of the assets held by partnerships (other than a “qualified publicly traded partnership”) in which we are a partner for purposes of the Diversification Tests.
In order to meet the 90% Income Test, we utilize the Taxable Subsidiaries, and in the future may establish additional such corporations, to hold assets from which we do not anticipate earning dividend, interest or other qualifying income under the 90% Income Test. Any investments held through the Taxable Subsidiaries generally are subject to U.S. federal income and other taxes, and therefore we can expect to achieve a reduced after-tax yield on such investments.
We may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants) (“OID”), we must include in income each year a portion of the OID 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 income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to receipt of cash.
Because any OID or other amounts accrued will be included in our ICTI for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement and to avoid the 4.0% U.S. federal excise tax, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement necessary to obtain and maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not
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consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.
Furthermore, a portfolio company in which we invest may face financial difficulty that requires us to work-out, modify or otherwise restructure our investment in the portfolio company. Any such restructuring may result in unusable capital losses and future non-cash income. Any restructuring may also result in our recognition of a substantial amount of non-qualifying income for purposes of the 90% Income Test, such as cancellation of indebtedness income in connection with the work-out of a leveraged investment (which, while not free from doubt, may be treated as non-qualifying income) or the receipt of other non-qualifying income.
Gain or loss realized by us from warrants acquired by us, as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.
Investments by us in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes, and therefore, our yield on any such securities may be reduced by such non-U.S. taxes. Stockholders will generally not be entitled to claim a credit or deduction with respect to non-U.S. taxes paid by us.
If we purchase shares in a “passive foreign investment company,” or PFIC, we may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by us to our stockholders. Additional charges in the nature of interest may be imposed on us in respect of deferred taxes arising from such distributions or gains. If we invest ina PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, or QEF, in lieu of the foregoing requirements, we will be required to include in income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed to it. Alternatively, we can elect to mark-to-market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares and as ordinary loss any decrease in such value to the extent it does not exceed prior increases included in income. Under either election, we may be required to recognize in a year income in excess of our distributions from PFICs and our proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the 4% U.S. federal excise tax.
Under Section 988 of the Code, gain or loss attributable to fluctuations in exchange rates between the time we accrue income, expenses, or other liabilities denominated in a foreign currency and the time we actually collect such income or pay such expenses or liabilities are generally treated as ordinary income or loss. Similarly, gain or loss on foreign currency forward contracts and the disposition of debt denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.
We are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. Under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. See “Regulation of Business Development Companies — Qualifying Assets” and “Regulation of Business Development Companies — Senior Securities” above. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (i) the illiquid nature of our portfolio and/or (ii) other requirements relating to our tax treatment as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or to avoid the excise tax, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
If we fail to satisfy the Annual Distribution Requirement or otherwise fail to qualify for tax treatment as a RIC in any taxable year, we will be subject to tax in that year on all of our taxable income, regardless of whether we make any distributions to our stockholders. In that case, all of such income will be subject to corporate-level U.S. federal income tax, reducing the amount available to be distributed to our stockholders. See “Failure To Obtain RIC Tax Treatment” below.
As a RIC, we are not allowed to carry forward or carry back a net operating loss for purposes of computing our ICTI in other taxable years. U.S. federal income tax law generally permits a RIC to carry forward (i) the excess of its
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net short-term capital loss over its net long-term capital gain for a given year as a short-term capital loss arising on the first day of the following year and (ii) the excess of its net long-term capital loss over its net short-term capital gain for a given year as a long-term capital loss arising on the first day of the following year. Future transactions we engage in may cause our ability to use any capital loss carryforwards, and unrealized losses once realized, to be limited under Section 382 of the Code. Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower taxed long-term capital gain and qualified dividend income into higher taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause us to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test. We will monitor our transactions and may make certain tax elections in order to mitigate the effect of these provisions.
As described above, to the extent that we invest in equity securities of entities that are treated as partnerships for U.S. federal income tax purposes, the effect of such investments for purposes of the 90% Income Test and the Diversification Tests will depend on whether or not the partnership is a “qualified publicly traded partnership” (as defined in the Code). If the entity is a “qualified publicly traded partnership,” the net income derived from such investments will be qualifying income for purposes of the 90% Income Test and will be “securities” for purposes of the Diversification Tests. However, if the entity is not treated as a “qualified publicly traded partnership,” the consequences of an investment in the partnership will depend upon the amount and type of income and assets of the partnership allocable to us. The income derived from such investments may not be qualifying income for purposes of the 90% Income Test and, therefore, could adversely affect our tax treatment as a RIC. We intend to monitor our investments in equity securities of entities that are treated as partnerships for U.S. federal income tax purposes to prevent our disqualification from tax treatment as a RIC.
We may invest in preferred securities or other securities the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the expected tax treatment, it could affect the timing or character of income recognized, requiring us to purchase or sell securities, or otherwise change our portfolio, in order to comply with the tax rules applicable to RICs under the Code.
Distributions by us generally are taxable to U.S. stockholders as ordinary income or capital gains. Distributions of our ICTI will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares. It is anticipated that distributions paid by us generally will not be attributable to dividends and, therefore, generally will not qualify for the preferential maximum U.S. federal tax rate applicable to non-corporate stockholders and will not be eligible for the corporate dividends received deduction. Distributions of our net capital gains properly reported by us as “capital gain dividends” will be taxable to a U.S. stockholder as long-term capital gains in the case of individuals, trusts or estates, regardless of the U.S. stockholder’s holding period for his, her or its shares and regardless of whether paid in cash or reinvested in additional shares.
We may elect to retain our net capital gain or a portion thereof for investment and be taxed at corporate rates on the amount retained. In such case, we may report the retained amount as undistributed capital gains in a notice to our stockholders, who will be treated as if each received a distribution of its pro rata share of such gain, with the result that each stockholder will (i) be required to report its pro rata share of such gain on its tax return as long-term capital gain, (ii) receive a refundable tax credit for its pro rata share of tax paid by us on the gain and (iii) increase the tax basis for its shares of our stock by an amount equal to the deemed distribution less the tax credit.
We may distribute taxable dividends that are payable in cash or shares of our common stock at the election of each stockholder. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable dividends. The Internal Revenue Service, or IRS, has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated
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among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in our stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.
Failure to Obtain RIC Tax Treatment
If we fail to satisfy the 90% Income Test or the Diversification Tests for any taxable year, we may nevertheless continue to qualify for tax treatment as a RIC for such year if certain relief provisions are applicable (which may, among other things, require us to pay certain corporate-level federal taxes or to dispose of certain assets).
If we were unable to obtain tax treatment as a RIC, we would be subject to tax on all of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would they be required to be made. Distributions would generally be taxable to our stockholders as dividend income to the extent of our current and accumulated earnings and profits (in the case of non-corporate U.S. stockholders, generally at a maximum U.S. federal income tax rate applicable to qualified dividend income of 20%). Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain.
If we fail to meet the RIC requirements for more than two consecutive years and then, seek to re-qualify for tax treatment as a RIC, we would be subject to corporate-level taxation on any built-in gain recognized during the succeeding five-year period unless we made a special election to recognize all such built-in gain upon our re-qualification for tax treatment as a RIC and to pay the corporate-level tax on such built-in gain.
Possible Legislative or Other Actions Affecting Tax Considerations
Prospective investors should recognize that the present U.S. federal income tax treatment of an investment in our stock may be modified by legislative, judicial or administrative action at any time, and that any such action may affect investments and commitments previously made. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Revisions in U.S. federal tax laws and interpretations thereof could affect the tax consequences of an investment in our stock.
Withholding
Our distributions generally will be treated as dividends for U.S. tax purposes and will be subject to U.S. income or withholding tax unless the non-U.S. stockholder receiving the dividend qualifies for an exemption from U.S. tax or the distribution is subject to one of the special look-through rules described below. Distributions paid out of net capital gains can qualify for a reduced rate of taxation in the hands of an individual U.S. stockholder and an exemption from U.S. tax in the hands of a non-U.S. stockholder.
Under an exemption, properly reported dividend distributions by RICs paid out of certain interest income (such distributions, “interest-related dividends”) are generally exempt from U.S. withholding tax for non-U.S. stockholders. Under such exemption, a non-U.S. stockholder generally may receive interest-related dividends free of U.S. withholding tax if such stockholder would not have been subject to U.S. withholding tax if it had received the underlying interest income directly. No assurance can be given as to whether any of our distributions will be eligible
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for this exemption from U.S. withholding tax or, if eligible, will be reported as such by us. In particular, the exemption does not apply to distributions paid in respect of a RIC’s non-U.S. source interest income, its dividend income or its foreign currency gains. In the case shares of our stock are held through an intermediary, the intermediary may withhold U.S. federal income tax even if we report the payment as a dividend eligible for the exemption. For additional information concerning withholding, see “Risk Factors — Risks Relating to Our Business and Structure — There may be withholding of U.S. federal income tax on dividends for non-U.S. stockholders” included in Item 1A of Part I of this Annual Report on Form 10-K.
State and Local Tax Treatment
State and local tax treatment may differ from U.S. federal income tax treatment.
The discussion set forth herein does not constitute tax advice, and potential investors should consult their own tax advisors concerning the tax considerations relevant to their particular situation.
Available Information
We intend to make this Annual Report on Form 10-K, as well as our quarterly reports on Form 10-Q, our current reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, publicly available on our website (www.baringsbdc.com) without charge as soon as reasonably practicable following our filing of such reports with the SEC. Our SEC reports can be accessed through the investor relations section of our website. The information found on our website is not part of this or any other report we file with or furnish to the SEC. We assume no obligation to update or revise any statements in this Annual Report on Form 10-K or in other reports filed with the SEC, whether as a result of new information, future events or otherwise, unless we are required to do so by law. A copy of this Annual Report on Form 10-K and our other reports is available without charge upon written request to Investor Relations, Barings BDC, Inc., 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202. The SEC maintains an Internet site at www.sec.gov that contains our periodic and current reports, proxy and information statements and our other filings.
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Item 1A. Risk Factors.
Investing in our securities involves a number of significant risks. In addition to the other information contained in this Annual Report on Form 10-K, you should consider carefully the following information before making an investment in our securities. The risks set out below are not the only risks that we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us might also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, our NAV, the trading price of our common stock and the value of our other securities could decline, and you may lose all or part of your investment.
The following is a summary of the principal risk factors associated with an investment in our securities. Further details regarding each risk included in the summary list below can be found further below.
•We are dependent upon Barings’ access to its investment professionals for our success.
•Our investment portfolio is and will continue to be recorded at fair value as determined in accordance with the Adviser’s valuation policies and procedures and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments.
•We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
•There are potential conflicts of interest, including the management of other investment funds and accounts by Barings, which could impact our investment returns.
•The fee structure under the Barings BDC Advisory Agreement may induce Barings to pursue speculative investments and incur leverage, which may not be in the best interests of our stockholders.
•Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital.
•Our financing agreements contain various covenants, which, if not complied with, could accelerate our repayment obligations thereunder, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.
•We are exposed to risks associated with changes in interest rates.
•Inflation could adversely affect the business, results of operations, and financial condition of our portfolio companies.
•Incurring additional leverage may magnify our exposure to risks associated with changes in leverage, including fluctuations in interest rates that could adversely affect our profitability.
•Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.
•Our investments in portfolio companies may be risky, and we could lose all or part of our investment.
•Shares of closed-end investment companies, including BDCs, frequently trade at a discount to their NAV, and may trade at premiums that may prove to be unsustainable.
Risks Relating to Our Business and Structure
We are dependent upon Barings’ access to its investment professionals for our success.
We depend on the diligence, skill and network of business contacts of Barings’ investment professionals to source appropriate investments for us. We depend on members of Barings’ investment team to appropriately analyze our investments and the relevant investment committee to approve and monitor our portfolio investments. Barings’ investment teams evaluate, negotiate, structure, close and monitor our investments. Our future success depends on the continued availability of the members of Barings’ Investment Committee and the other investment professionals available to Barings. We do not have employment agreements with these individuals or other key personnel of Barings, and we cannot provide any assurance that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his or her relationship with Barings. If these individuals do not
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maintain their existing relationships with Barings and its affiliates or do not develop new relationships with other sources of investment opportunities, we may not be able to identify appropriate replacements or grow our investment portfolio. The loss of any member of Barings’ Investment Committee or of other investment professionals of Barings and its affiliates may limit our ability to achieve our investment objectives and operate as we anticipate, which could have a material adverse effect on our financial condition, results of operations and cash flows. Barings evaluates, negotiates, structures, closes and monitors our investments in accordance with the terms of the Barings BDC Advisory Agreement. We can offer no assurance, however, that the investment professionals of Barings will continue to provide investment advice to us or that we will continue to have access to Barings’ investment professionals or its information and deal flow. Further, there can be no assurance that Barings will replicate its own historical success, and we caution you that our investment returns could be substantially lower than the returns achieved by other funds managed by Barings.
Our business model depends to a significant extent upon strong referral relationships, and our inability to maintain or develop these relationships, as well as the failure of these relationships to generate investment opportunities, could adversely affect our business.
We depend upon Barings’ and its affiliates’ relationships with sponsors, and we intend to rely to a significant extent upon these relationships to provide us with potential investment opportunities. If Barings or its affiliates fail to maintain such relationships, or to develop new relationships with other sponsors or sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the principals of Barings have relationships are not obligated to provide us with investment opportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for us in the future.
Our financial condition and results of operations will depend on our ability to manage and deploy capital effectively.
Our ability to continue to achieve our investment objectives will depend on our ability to effectively manage and deploy our capital, which will depend, in turn, on Barings’ ability to continue to identify, evaluate, invest in and monitor companies that meet our investment criteria. We cannot assure you that we will continue to achieve our investment objectives.
Accomplishing this result on a cost-effective basis will be largely a function of Barings’ handling of the investment process, their ability to provide competent, attentive and efficient services and our access to investments offering acceptable terms. In addition to monitoring the performance of our existing investments, Barings’ investment professionals may also be called upon to provide managerial assistance to our portfolio companies. These demands on their time may distract them or slow the rate of investment.
Even if we are able to grow and build upon our investment operations in a manner commensurate with any capital made available to us as a result of our operating activities, financing activities and/or offerings of our securities, any failure to manage our growth effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. The results of our operations will depend on many factors, including the availability of opportunities for investment, readily accessible short- and long-term funding alternatives in the financial markets and general economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies as described in this Annual Report on Form 10-K, it could negatively impact our ability to pay distributions and cause you to lose part or all of your investment.
Our investment portfolio is and will continue to be recorded at fair value as determined in accordance with the Adviser’s valuation policies and procedures and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments.
Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined in good faith by the Board. The Board has designated Barings as valuation designee to perform our fair value determinations relating to the value of our assets for which market quotations are not readily available.
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Typically there is not a public market for the securities of the privately held middle-market companies in which we have invested and will generally continue to invest. The Adviser conducts the valuation of such 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 ASC Topic 820. Our current valuation policy and processes were established by the Adviser and have been approved by the Board. 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 us. 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. See “Item 1. Business – Valuation Process and Determination of Net Asset Value” included in this Annual Report on Form 10-K for a detailed description of our valuation process.
The determination of fair value and consequently, the amount of unrealized appreciation and depreciation in our portfolio, is to a certain degree subjective and dependent on the judgment of Barings. Certain factors that may be considered in determining the fair value of our investments include the nature and realizable value of any collateral, the portfolio company’s earnings and its ability to make payments on its indebtedness, the markets in which the portfolio company does business, comparison to comparable publicly-traded companies, discounted cash flows and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty, the Adviser’s fair value determinations may cause our NAV on a given date to materially understate or overstate the value that we may ultimately realize upon the sale or disposition of one or more of our investments. As a result, investors purchasing our securities based on an overstated NAV would pay a higher price than the value of our investments might warrant. Conversely, investors selling shares during a period in which the NAV understates the value of our investments will receive a lower price for their shares than the value of our investments might warrant.
We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
A number of entities compete with us to make the types of investments that we make. We compete with public and private funds, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and some have considerably greater financial, technical and marketing resources than we do. For example, we believe some of our competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source of income, asset diversification and distribution requirements we must satisfy to maintain our qualification as a RIC. The competitive pressures we face may have a material adverse effect on our business, financial condition, results of operations and cash flows. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.
With respect to the investments we make, we do not seek to compete based primarily on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that will be lower than the rates we offer. In the secondary market for acquiring existing loans, we compete generally on the basis of pricing terms. With respect to all investments, we may lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss.
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There are potential conflicts of interest, including the management of other investment funds and accounts by Barings, which could impact our investment returns.
Our executive officers and the members of Barings’ Investment Committee, as well as the other principals of Barings, manage other funds affiliated with Barings, including other closed-end investment companies. In addition, Barings’ investment team has responsibilities for managing U.S. and global middle-market debt investments for certain other investment funds and accounts. Accordingly, they have obligations to investors in those entities, the fulfillment of which may not be in the best interests of, or may be adverse to our and our stockholders’ interests. In addition, certain of the other funds and accounts managed by Barings may provide for higher management or incentive fees, greater expense reimbursements or overhead allocations, or permit Barings and its affiliates to receive higher origination and other transaction fees, all of which may contribute to this conflict of interest and create an incentive for Barings to favor such other funds or accounts. Although the professional staff of Barings will devote as much time to our management as appropriate to enable Barings to perform its duties in accordance with the Barings BDC Advisory Agreement, the investment professionals of Barings may have conflicts in allocating their time and services among us, on the one hand, and the other investment vehicles managed by Barings or one or more of its affiliates on the other hand.
Barings may face conflicts in allocating investment opportunities between us and affiliated investment vehicles that have overlapping investment objectives with ours. Although Barings will endeavor to allocate investment opportunities in a fair and equitable manner in accordance with its allocation policies and procedures, it is possible that, in the future, we may not be given the opportunity to participate in investments made by investment funds managed by Barings or an investment manager affiliated with Barings if such investment is prohibited by the 1940 Act, and there can be no assurance that we will be able to participate in all investment opportunities that are suitable to us.
Conflicts may also arise because portfolio decisions regarding our portfolio may benefit Barings’ affiliates. Barings’ affiliates may pursue or enforce rights with respect to one of our portfolio companies on behalf of other funds or accounts managed by it, and those activities may have an adverse effect on us.
Barings may exercise significant influence over us in connection with its ownership of our common stock.
As of February 20, 2025, Barings, our external investment adviser, beneficially owns approximately 12.9% of our outstanding common stock. As a result, Barings may be able to significantly influence the outcome of matters submitted for stockholder action, including the election of directors, approval of significant corporate transactions, such as amendments to our governing documents, business combinations, consolidations and mergers. Barings has substantial influence on us and could exercise its influence in a manner that conflicts with the interests of other stockholders. The presence of a significant stockholder such as Barings may also have the effect of making it more difficult for a third party to acquire us or discourage a third party from seeking to acquire us.
Barings, its Investment Committee, or its affiliates may, from time to time, possess material non-public information, limiting our investment discretion.
Principals of Barings and its affiliates and members of Barings’ Investment Committee may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material non-public information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us.
Our ability to enter into transactions with Barings and its affiliates is restricted.
BDCs generally are prohibited under the 1940 Act from knowingly participating in certain transactions with their affiliates without the prior approval of their independent directors and, in some cases, of the SEC. Those transactions include purchases and sales, and so-called “joint” transactions, in which a BDC and one or more of its affiliates engage in certain types of profit-making activities. Any person that owns, directly or indirectly, 5.0% or more of a BDC’s outstanding voting securities will be considered an affiliate of the BDC for purposes of the 1940
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Act, and a BDC generally is prohibited from engaging in purchases or sales of assets or joint transactions with such affiliates, absent the prior approval of the BDC’s independent directors. Additionally, without the approval of the SEC, a BDC is prohibited from engaging in purchases or sales of assets or joint transactions with the BDC’s officers and directors, and investment adviser, including funds managed by the investment adviser and its affiliates.
BDCs may, however, invest alongside certain related parties or their respective other clients in certain circumstances where doing so is consistent with current law and SEC staff interpretations. For example, a BDC may invest alongside such accounts consistent with guidance promulgated by the SEC staff permitting the BDC and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the BDC’s investment adviser, acting on the BDC’s behalf and on behalf of other clients, negotiates no term other than price.
The 1940 Act generally prohibits BDCs from making certain negotiated co-investments with certain affiliates absent an order from the SEC permitting the BDC to do so. Pursuant to the Co-Investment Exemptive Relief, we are generally permitted to co-invest with funds affiliated with Barings if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. Co-investments made under the Co-Investment Exemptive Relief are subject to compliance with the conditions and other requirements contained in the Co-Investment Exemptive Relief, which could limit our ability to participate in a co-investment transaction.
In situations where co-investment with other affiliated funds or accounts is not permitted or appropriate, Barings will need to decide which account will proceed with the investment in accordance with its allocation policies and procedures. Although Barings will endeavor to allocate investment opportunities in a fair and equitable manner in accordance with its allocation policies and procedures, it is possible that, in the future, we may not be given the opportunity to participate in investments made by investment funds managed by Barings or an investment manager affiliated with Barings if such investment is prohibited by the 1940 Act. These restrictions, and similar restrictions that limit our ability to transact business with our officers or directors or their affiliates, including funds managed by Barings, may limit the scope of investment opportunities that would otherwise be available to us.
We are subject to risks associated with investing alongside other third parties.
We have invested and may in the future invest alongside third parties through partnerships, joint ventures or other entities. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that such third party may at any time have economic or business interests or goals which are inconsistent with ours, or may be in a position to take action contrary to our investment objectives. In addition, we may in certain circumstances be liable for actions of such third party.
More specifically, joint ventures involve a third party that has approval rights over certain activities of the joint venture. The third party may take actions that are inconsistent with our interests. For example, the third party may decline to approve an investment for the joint venture that we otherwise want the joint venture to make. A joint venture may also use investment leverage which magnifies the potential for gain or loss on amounts invested. Generally, the amount of borrowings by the joint venture is not included when calculating our total borrowings and related leverage ratios and is not subject to asset coverage requirements imposed by the 1940 Act. If the activities of the joint venture were required to be consolidated with our activities because of a change in U.S. GAAP rules or SEC staff interpretations, it is likely that we would have to reorganize any such joint venture.
The fee structure under the Barings BDC Advisory Agreement may induce Barings to pursue speculative investments and incur leverage, which may not be in the best interests of our stockholders.
Under the Barings BDC Advisory Agreement, the Base Management Fee will be payable even if the value of your investment declines. The Base Management Fee is calculated based on our gross assets, including assets purchased with borrowed funds or other forms of leverage (but excluding cash or cash equivalents ). Accordingly, the Base Management Fee is payable regardless of whether the value of our gross assets and/or your investment has
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decreased during the then-current quarter and creates an incentive for Barings to incur leverage, which may not be consistent with our stockholders’ interests.
The Income-Based Fee payable to Barings is calculated based on a percentage of our return on invested capital. The Income-Based Fee payable to Barings may create an incentive for Barings to make investments on our behalf that are risky or more speculative than would be the case in the absence of such a compensation arrangement. Unlike the Base Management Fee, the Income-Based Fee is payable only if the hurdle rate is achieved. Because the portfolio earns investment income on gross assets while the hurdle rate is based on invested capital, and because the use of leverage increases gross assets without any corresponding increase in invested capital, Barings may be incentivized to incur leverage to grow the portfolio, which will tend to enhance returns where our portfolio has positive returns and increase the chances that such hurdle rate is achieved. Conversely, the use of leverage may increase losses where our portfolio has negative returns, which would impair the value of our common stock.
In addition, Barings receives the Capital Gains Fee based, in part, upon net capital gains realized on our investments. Unlike the Income-Based Fee, there is no hurdle rate applicable to the Capital Gains Fee. As a result, Barings may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which may not be in the best interests of our stockholders and could result in higher investment losses, particularly during economic downturns.
Barings’ liability is limited under the Barings BDC Advisory Agreement, and we are required to indemnify Barings against certain liabilities, which may lead Barings to act in a riskier manner on our behalf than it would when acting for its own account.
Pursuant to the Barings BDC Advisory Agreement, Barings and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Barings will not be liable to us, and we have agreed to indemnify them, for their acts under the Barings BDC Advisory Agreement, absent fraud, willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. These protections may lead Barings to act in a riskier manner when acting on our behalf than it would when acting for its own account.
Barings is able to resign as our investment adviser and/or our administrator, and we may not be able to find a suitable replacement within that time, or at all, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
Pursuant to the Barings BDC Advisory Agreement, Barings has the right to resign as our investment adviser upon 60 days’ written notice, regardless of whether a replacement has been found. Similarly, Barings has the right under the Administration Agreement to resign upon 60 days’ written notice, regardless of whether a replacement has been found. If Barings resigns, it may be difficult to find a replacement investment adviser or administrator, as applicable, or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If a replacement is not found quickly, our business, results of operations and financial condition as well as our ability to pay distributions are likely to be adversely affected and the value of our shares may decline. In addition, the coordination of our internal management and investment or administrative activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by Barings. Even if a comparable service provider or individuals performing such services are retained, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may materially adversely affect our business, results of operations and financial condition.
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Our long-term ability to fund new investments and make distributions to our stockholders could be limited if we are unable to renew, extend, replace or expand our current borrowing arrangements, or if financing becomes more expensive or less available.
There can be no guarantee that we will be able to renew, extend, replace or expand our current borrowing arrangements on terms that are favorable to us, if at all. Our ability to obtain replacement financing will be constrained by then-current economic conditions affecting the credit markets. Our inability to renew, extend, replace or expand these borrowing arrangements could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our ability to qualify for tax treatment as a RIC under the Code.
We may be subject to PIK interest payments.
Certain of our debt investments contain provisions providing for the payment of PIK interest. Because PIK interest results in an increase in the size of the loan balance of the underlying loan, the receipt by us of PIK interest will have the effect of increasing our assets under management. As a result, because the Base Management Fee that we pay to the Adviser is based on the value of our gross assets, the receipt by us of PIK interest will result in an increase in the amount of the Base Management Fee payable by us. In addition, any such increase in a loan balance due to the receipt of PIK interest will cause such loan to accrue interest on the higher loan balance, which will result in an increase in our pre-incentive fee net investment income and, as a result, an increase in incentive fees that are payable by us to the Adviser.
To the extent OID instruments, such as zero coupon bonds and PIK loans, constitute a significant portion of the Company’s income, investors will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following: (a) the higher interest rates of PIK loans reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than coupon loans; (b) PIK loans may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral; (c) market prices of zero-coupon or PIK securities are affected to a greater extent by interest rate changes and may be more volatile than securities that pay interest periodically and in cash, and PIKs are usually less volatile than zero-coupon bonds, but more volatile than cash pay securities; (d) because OID income is accrued without any cash being received by the Company, required cash distributions may have to be paid from offering proceeds or the sale of Company assets without investors being given any notice of this fact; (e) the deferral of PIK interest increases the loan-to-value ratio, which is a measure of the riskiness of a loan; (f) even if the accounting conditions for income accrual are met, the borrower could still default when the Company’s actual payment is due at the maturity of the loan; and (g) OID creates risk of non-refundable cash payments to our Adviser based on non-cash accruals that may never be realized.
Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital.
Our business requires capital to operate and grow. In the future, we may issue debt securities or preferred stock, and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities.” As a result of issuing senior securities, we will be exposed to additional risks, including, but not limited to, the following:
•Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be prohibited from declaring a dividend or making any distribution to stockholders or repurchasing our shares until such time as we satisfy this test.
•Any amounts that we use to service our debt or make payments on preferred stock will not be available for distributions to our common stockholders.
•Our current indebtedness is, and it is likely that any securities or other indebtedness we may issue will be, governed by an indenture or other instrument containing covenants restricting our operating flexibility.
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Additionally, some of these securities or other indebtedness may be rated by rating agencies, and in obtaining a rating for such securities and other indebtedness, we may be required to abide by operating and investment guidelines that further restrict operating and financial flexibility.
•We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities and other indebtedness.
•Preferred stock or any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock, including separate voting rights and could delay or prevent a transaction or a change in control to the detriment of the holders of our common stock.
Under the provisions of the 1940 Act, we are not generally able to issue and sell our common stock at a price below then-current NAV per share. We may, however, sell our common stock or warrants, options or rights to acquire our common stock, at a price below the then-current NAV per share of our common stock if the Board determines that such sale is in the best interests of us and our stockholders, and our stockholders approve such sale. We may also make rights offerings to our stockholders at prices per share less than the NAV per share, subject to applicable requirements of the 1940 Act. If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our stockholders at that time would decrease, and they may experience dilution. Moreover, we can offer no assurance that we will be able to issue and sell additional equity securities in the future on favorable terms, or at all.
We generally seek approval from our stockholders annually so that we have the flexibility to issue up to a specified percentage of our then-outstanding shares of our common stock at a price below NAV, but in some years we may not obtain such approval.
Our financing agreements contain various covenants, which, if not complied with, could accelerate our repayment obligations thereunder, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.
We will have a continuing need for capital to finance our investments. We are party to various financing agreements from time to time which contain customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, minimum stockholders’ equity, minimum asset coverage, maximum net debt to equity, and maintenance of RIC and BDC status. These financing arrangements also contain 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.
Our continued compliance with the covenants under these financing agreements depends on many factors, some of which are beyond our control, and there can be no assurance that we will continue to comply with such covenants. Our failure to satisfy the respective covenants or otherwise default under one of our financing arrangements could result in foreclosure by the lenders thereunder, which would accelerate our repayment obligations under the financing arrangement and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders.
We are exposed to risks associated with changes in interest rates.
To the extent we borrow money or issue debt securities or preferred stock to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds. An increase in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments, which may result in an increase in the amount of incentive fees payable to Barings. Conversely, in periods of declining interest rates, we may earn less interest income from investments and our cost of funds will also decrease, to a lesser extent, given certain of our currently outstanding indebtedness bears interest at fixed rates, resulting in lower net investment income.
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We may invest in derivatives or other assets that expose us to certain risks, including market risk, liquidity risk, and other risks similar to those associated with the use of leverage.
We may invest in derivatives and other assets that are subject to many of the same types of risks related to the use of leverage. In October 2020, the SEC adopted Rule 18f-4 under the 1940 Act regarding the ability of a BDC to use derivatives and other transactions that create future payment or delivery obligations. Under Rule 18f-4, BDCs that use derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program and testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined under Rule 18f-4. Under Rule 18f-4, a BDC may enter into an unfunded commitment agreement (which may include delayed draw and revolving loans) that will not be deemed to be a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.
We have adopted updated policies and procedures in compliance with Rule 18f-4. We expect to qualify as a “limited derivatives user” under Rule 18f-4. Future legislation or rules may modify how we treat derivatives and other financial arrangements for purposes of compliance with the leverage limitations of the 1940 Act. Future legislation or rules may modify how leverage is calculated under the 1940 Act and, therefore, may increase or decrease the amount of leverage currently available to us under the 1940 Act, which may be materially adverse to us and our stockholders.
Incurring additional leverage may magnify our exposure to risks associated with changes in leverage, including fluctuations in interest rates that could adversely affect our profitability.
As part of our business strategy, we borrow under financing agreements with certain banks and issue debt securities, and in the future may borrow money and issue debt securities to banks, insurance companies and other lenders. Our obligations under these arrangements are or may be secured by a material portion of our assets. As a result, these lenders are or may have claims that are superior to the claims of our common stockholders, and have or may have fixed-dollar claims on our assets that are superior to the claims of our stockholders. Also, if the value of our assets decreases, leverage will cause our NAV to decline more sharply than it otherwise would have without leverage. Similarly, any decrease in our income would cause our net income to decline more sharply than it would have if we had not borrowed. This decline could negatively affect our ability to make dividend payments on our common stock.
Because we incur leverage, general interest rate fluctuations may have a more significant negative impact on our investments than they would have absent such leverage and, accordingly, may have a material adverse effect on our operating results. A portion of our income will depend upon the difference between the rate at which we borrow funds and the interest rate on the debt securities in which we invest. Because we borrow money to make investments and may issue debt securities, preferred stock or other securities, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities, preferred stock or other securities and the rate at which we invest these funds. Typically, our interest earning investments accrue and pay interest at variable rates, and our interest-bearing liabilities accrue interest at variable or potentially fixed rates. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
The following table illustrates the effect of leverage on returns from an investment in our common stock assuming that we employ (i) our actual asset coverage ratio as of December 31, 2024 and (ii) a hypothetical asset coverage ratio of 150%, each at various annual returns on our portfolio as of December 31, 2024, net of expenses. The purpose of this table is to assist investors in understanding the effects of leverage. The calculations in the table below are hypothetical, and actual returns may be higher or lower than those appearing in the table below.
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Assumed Return on our Portfolio (Net of Expenses)
(10.0)
%
(5.0)
%
0.0
%
5.0
%
10.0
%
Corresponding return to common stockholder assuming actual asset coverage as of December 31, 2024(1)
(28.9)
%
(17.7)
%
(6.5)
%
(4.7)
%
15.9
%
Corresponding return to common stockholder assuming 150% asset coverage as of December 31, 2024(2)
(40.1)
%
(25.2)
%
(10.3)
%
4.6
%
19.5
%
(1) Assumes $2,670.8 million in total assets, $1,471.0 million in debt outstanding, $1,190.4 million in net assets and an average cost of funds of 5.250%, which was the weighted average borrowing cost of our outstanding borrowings at December 31, 2024. The assumed amount of debt outstanding for this example includes $438.6 million of outstanding borrowings under our senior secured credit facility with ING Capital LLC initially entered into in February 2019 (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”) as of December 31, 2024, $50.0 million aggregate principal amount of August 2025 Notes (as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K) outstanding, $175.0 million aggregate principal amount of November Notes (as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K) outstanding, $150.0 million aggregate principal amount of February Notes (as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K) outstanding, $350.0 million aggregate principal amount of November 2026 Notes (as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K) outstanding, $300.0 million aggregate principal amount of February 2029 Notes (as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K) outstanding, and assumed additional borrowings of $7.4 million to settle our payable from unsettled transactions as of December 31, 2024.
(2) Assumes $3,548.3 million in total assets, $2,341.1 million in debt outstanding and $1,190.4 million in net assets as of December 31, 2024, and an average cost of funds of 5.250%, which was the weighted average borrowing cost of our borrowings at December 31, 2024.
Based on our total outstanding indebtedness of $1,463.6 million as of December 31, 2024, assumed additional borrowings of $7.4 million to settle our payable from unsettled transactions as of December 31, 2024 and an average cost of funds of 5.250%, which was the weighted average borrowing cost of our outstanding borrowings at December 31, 2024, our investment portfolio must experience an annual return of at least 2.89% to cover annual interest payments on our outstanding indebtedness.
Based on outstanding indebtedness of $2,341.1 million calculated assuming a 150% asset coverage ratio and an average cost of funds of 5.250%, which was the weighted average borrowing cost of our outstanding borrowings at December 31, 2024, our investment portfolio must experience an annual return of at least 3.46% to cover annual interest payments on our outstanding indebtedness.
We may in the future determine to fund a portion of our investments with preferred stock, which would magnify the potential for gain or loss and the risks of investing in us in the same way as our borrowings.
Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any preferred stock we issue must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take precedence over any dividends or other payments to our common stockholders, and preferred stockholders are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference.
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Our Board of Directors may change our investment objectives, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.
The Board has the authority to modify or waive our current investment objectives, operating policies and strategies without prior notice and without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV, operating results and value of our stock. However, the effects might be adverse, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment. Moreover, we will have significant flexibility in investing the net proceeds from any future offering and may use the net proceeds from such offerings in ways with which investors may not agree or for purposes other than those contemplated at the time of the offering.
We will be subject to corporate-level U.S. federal income tax if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code, which will adversely affect our results of operations and financial condition.
We have elected to be treated as a RIC under the Code, which generally allows us to avoid being subject to corporate-level U.S. federal income tax. To maintain RIC tax treatment under the Code, we must meet the following annual distribution, income source and asset diversification requirements:
•The Annual Distribution Requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90.0% of our net ordinary income and net short-term capital gain in excess of net long-term capital loss, or ICTI, if any. We will be subject to a 4.0% nondeductible U.S. federal excise tax, however, to the extent that we do not satisfy certain additional minimum distribution requirements on a calendar year basis. Because we use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act and are currently, and may in the future become, subject to certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.
•The income source requirement will be satisfied if we obtain at least 90.0% of our income for each year from dividends, interest, gains from the sale of stock or securities or similar sources.
•The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50.0% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other acceptable securities, provided such other securities of any one issuer do not represent more than 5.0% of the value of our assets or more than 10.0% of the outstanding voting securities of the issuer; and no more than 25.0% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships.” Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC tax treatment. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.
If we fail to maintain RIC tax treatment for any reason and are subject to corporate-level U.S. federal income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. We may also be subject to certain U.S. federal excise taxes, as well as state, local and foreign taxes.
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We may not be able to pay distributions to our stockholders, our distributions may not grow over time, a portion of distributions paid to our stockholders may be a return of capital and investors in any debt securities we may issue may not receive all of the interest income to which they are entitled.
We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be harmed by, among other things, the risk factors described in this Annual Report on Form 10-K. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC could, in the future, limit our ability to pay distributions. All distributions will be paid at the discretion of the Board and will depend on our earnings, our financial condition, maintenance of our RIC tax treatment, compliance with applicable BDC regulations, compliance with the covenants under our financing agreements and any debt securities we may issue and such other factors as the Board may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders in the future.
Some of the above-described risks may also inhibit our ability to make required interest payments to holders of any debt securities we may issue, which may cause a default under the terms of our debt agreements. Such a default could materially increase our cost of raising capital, as well as cause us to incur penalties or trigger cross-default provisions under the terms of our debt agreements.
When we make quarterly distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings and profits, recognized capital gain or capital. To the extent there is a return of capital, investors will be required to reduce their basis in our stock for U.S. federal income tax purposes, which may result in a higher tax liability when the shares are sold, even if they have not increased in value or have lost value.
We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
For U.S. federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with contractual PIK interest or debt instruments that were issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Investments structured with these features may represent a higher level of credit risk compared to investments generating income which must be paid in cash on a current basis. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as PIK interest. We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discounts and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for U.S. federal income tax purposes.
Because any OID or other amounts accrued will be included in our ICTI for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise debt or additional equity capital or forego new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.
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Because we intend to distribute substantially all of our income to our stockholders to maintain our tax treatment as a RIC, we will continue to need additional capital to finance our growth, and regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital and make distributions.
In order to satisfy the requirements applicable to a RIC, and to avoid payment of U.S. federal excise tax, we intend to distribute to our stockholders substantially all of our net ordinary income and net capital gain income except for certain net long-term capital gains recognized after we became a RIC, some or all of which we may retain, pay applicable U.S. federal income taxes with respect thereto and elect to treat as deemed distributions to our stockholders. As a BDC, we generally are required to meet a coverage ratio of total assets to total senior securities, which includes all of our borrowings and any preferred stock we may issue, of at least 150%. This requirement limits the amount that we may borrow and may prohibit us from making distributions. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments or sell additional securities and, depending on the nature of our leverage, to repay a portion of our indebtedness at a time when such sales may be disadvantageous. In addition, issuance of additional securities could dilute the percentage ownership of our current stockholders in us.
While we expect to be able to borrow and to issue debt and additional equity securities, we cannot assure you that debt and equity financing will be available to us on favorable terms, or at all. If additional funds are not available to us, we could be forced to curtail or cease new investment activities, and our NAV could decline.
There may be withholding of U.S. federal income tax on dividends for non-U.S. stockholders.
Distributions by a BDC generally are treated as dividends for U.S. tax purposes, and will be subject to U.S. income or withholding tax unless the stockholder receiving the dividend qualifies for an exemption from U.S. tax, or the distribution is subject to one of the special look-through rules described below. Distributions paid out of net capital gains can qualify for a reduced rate of taxation in the hands of an individual U.S. stockholder, and an exemption from U.S. tax in the hands of a non-U.S. stockholder.
However, if reported by a RIC, dividend distributions by the RIC derived from certain interest income (such distributions, “interest-related dividends”) and certain net short-term capital gains (such distributions, “short-term capital gain dividends”) generally are exempt from U.S. withholding tax otherwise imposed on non-U.S. stockholders. Interest-related dividends are dividends that are attributable to “qualified net interest income” (i.e., “qualified interest income,” which generally consists of certain interest and OID on obligations “in registered form” as well as interest on bank deposits earned by a RIC, less allocable deductions) from sources within the United States. Short-term capital gain dividends are dividends that are attributable to net short-term capital gains, other than short-term capital gains recognized on the disposition of U.S. real property interests, earned by a RIC. However, no assurance can be given as to whether any of our distributions will be eligible for this exemption from U.S. withholding tax or, if eligible, will be reported as such by us. Furthermore, in the case of shares of our stock held through an intermediary, the intermediary may have withheld U.S. federal income tax even if we reported the payment as an interest-related dividend or short-term capital gain dividend.
A failure of any portion of our distributions to qualify for the exemption for interest-related dividends or short-term capital gain dividends would not affect the treatment of non-U.S. stockholders that qualify for an exemption from U.S. withholding tax on dividends by reason of their special status (for example, foreign government-related entities and certain pension funds resident in favorable treaty jurisdictions).
There is no assurance that any share repurchase programs we implement will result in repurchases of our common stock or enhance long-term stockholder value, and repurchases, if any, could affect our stock price and increase its volatility and will diminish our cash reserves.
On February 23, 2023, our Board authorized a 12-month share repurchase program (the “Prior Share Repurchase Program”). Under the Prior Share Repurchase 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 NAV per share. The timing, manner, price and amount of any share repurchases was determined by us, in our discretion, based upon the evaluation of economic and market
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conditions, our stock price, applicable legal, contractual and regulatory requirements and other factors. The Prior Share Repurchase Program terminated on March 1, 2024. The Prior Share Repurchase 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 Prior Share Repurchase Program. During the year ended December 31, 2024, we did not repurchase any shares pursuant to the Prior Share Repurchase Program.
On February 22, 2024, our Board authorized a 12-month share repurchase program (the “Share Repurchase Program”). Under the Share Repurchase 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 Share Repurchase 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 Share Repurchase 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 Share Repurchase Program. The Share Repurchase Program may be suspended, extended, modified or discontinued at any time. During the year ended December 31, 2024, we repurchased a total of 658,132 shares of common stock in the open market under the Share Repurchase Program at an average price of $9.79 per share, including brokerage commissions. See “Management’s Discussion of Financial Condition and Results of Operations—Recent Developments” included in Item 7 of Part II of this Annual Report on Form 10-K.
There can be no assurance that any future share repurchases will occur, or, if they occur, that they will enhance stockholder value. In addition, any future share repurchases could have a material adverse effect on our business for the following reasons:
•Repurchases may not prove to be the best use of our cash resources.
•Repurchases will diminish our cash reserves, which could impact our ability to finance future growth and to pursue possible future strategic opportunities.
•We may incur debt in connection with our business in the event that we use other cash resources to repurchase shares, which may affect the financial performance of our business during future periods or our liquidity and the availability of capital for other needs of the business.
•Repurchases could affect the trading price of our common stock or increase its volatility and may reduce the market liquidity for our stock.
•Repurchases may not be made at the best possible price and the market price of our common stock may decline below the levels at which we repurchased shares of common stock.
•Any suspension, modification or discontinuance of any future share repurchase plan could result in a decrease in the trading price of our common stock.
•Repurchases may make it more difficult for us to meet the diversification requirements necessary to qualify for tax treatment as a RIC for U.S. federal income tax purposes; failure to qualify for tax treatment as a RIC would render our taxable income subject to corporate-level U.S. federal income taxes.
•Repurchases may cause our non-compliance with covenants under our financing agreements, which could have an adverse effect on our operating results and financial condition.
We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition and results of operations.
Our business depends on the communications and information systems of Barings, its affiliates and our or Barings’ third-party service providers. Any failure or interruption of those systems or services, including as a result of the termination or suspension of an agreement with any third-party service providers, could cause delays or other problems in our or Barings’ business activities. Our or Barings’ financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a
46
number of factors including events that are wholly or partially beyond our control and adversely affect our business. Among other things, there could be sudden electrical or telecommunications outages, natural disasters, disease pandemics, events arising from local or larger scale political or social matters and/or cyber-attacks, any one or more of which could have a material adverse effect on our business, financial condition and operating results and negatively affect the market price of our common stock.
Cybersecurity risks and cyber incidents may adversely affect our business or the business of our portfolio companies by causing a disruption to our operations or the operations of our portfolio companies, a compromise or corruption of our confidential information or the confidential information of our portfolio companies and/or damage to our business relationships or the business relationships of our portfolio companies, all of which could negatively impact the business, financial condition and operating results of us or our portfolio companies.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the information resources of us, Barings or our portfolio companies. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our or Barings’ information systems or those of our portfolio companies for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. Barings’ employees may be the target of fraudulent calls, emails and other forms of activities. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to business relationships. Our business operations rely upon secure information technology systems for data processing, storage, and reporting. We depend on the effectiveness of the information and cybersecurity policies, procedures, and capabilities maintained by our affiliates and our and their respective third-party service providers to protect their computer and telecommunications systems and the data that reside on or are transmitted through them.
Substantial costs may be incurred in order to prevent any cyber incidents in the future. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. As our and our portfolio companies’ reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by Barings and third-party service providers, and the information systems of our portfolio companies. Barings has implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber incident, do not guarantee that a cyber incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident. In addition, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data, including the SEC, which, on July 26, 2023, adopted amendments requiring the prompt public disclosure of certain cybersecurity breaches. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our business, liability to investors, regulatory intervention or reputational damage.
We are subject to risks associated with artificial intelligence and machine learning technology.
Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials, or collectively, AI, and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve.
Recent technological advances in AI pose risks to the Company, the Adviser, and our portfolio investments. The Company and our portfolio investments could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not known to the Company, also use AI in their business activities. We and our portfolio companies may not be in a position to control the use of AI technology in third-party products or services.
Use of AI could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party AI applications and users. While the Adviser does not currently use AI to make investment
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recommendations, the use of AI could also exacerbate or create new and unpredictable risks to our business, the Adviser’s business, and the business of our portfolio companies, including by potentially significantly disrupting the markets in which we and our portfolio companies operate or subjecting us, our portfolio companies and the Adviser to increased competition and regulation, which could materially and adversely affect business, financial condition or results of operations of us, our portfolio companies and the Adviser. In addition, the use of AI by bad actors could heighten the sophistication and effectiveness of cyber and security attacks experienced by our portfolio companies and the Adviser.
Independent of its context of use, AI technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI technology. To the extent that we or our portfolio investments are exposed to the risks of AI use, any such inaccuracies or errors could have adverse impacts on the Company or our investments.
AI technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.
Our business and operations may be negatively affected by securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of our investment strategy and impact our stock price.
In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been brought against that company. In addition, stockholder activism, which could take many forms or arise in a variety of situations, including making public demands that we consider strategic alternatives, engaging in public campaigns to attempt to influence our corporate governance and/or our management, and commencing proxy contests to attempt to elect the activists’ representatives or others to the Board, has increased in the BDC space in recent years. For example, we and certain of our former executive officers have previously been named defendants in a class-action lawsuit asserting claims under Section 10(b) and Section 20(a) of the Exchange Act, and, due to the potential volatility of our stock price and for a variety of other reasons, we may in the future become the target of further securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, may result in substantial costs and divert management’s and the Board’s attention and resources from our business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult for Barings to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.
We are currently operating in a period of capital markets disruption and economic uncertainty.
The success of our activities is affected by general economic and market conditions, including, among others, interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and trade barriers. These factors could affect the level and volatility of securities prices and the liquidity of our investments. Volatility or illiquidity could impair our profitability or result in losses. These factors also could adversely affect the availability or cost of our leverage, which would result in lower returns. In addition, the U.S. capital markets have experienced volatility and disruption in recent years. Disruptions in the capital markets have in the past increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets.
These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our debt and equity investments.
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Risks Relating to Our Investments
Inflation could adversely affect the business, results of operations, and financial condition of our portfolio companies.
Certain of the Company’s portfolio companies are in industries that could be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on the Company’s loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in the Company’s portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of the Company’s investments could result in future realized or unrealized losses and therefore reduce the Company’s net assets resulting from operations.
Our investments in portfolio companies may be risky, and we could lose all or part of our investment.
Our portfolio consists primarily of senior secured private, middle-market debt and equity investments. Investing in private and middle-market companies involves a number of significant risks. Among other things, these companies:
•may have limited financial resources to meet future capital needs and thus may be unable to grow or meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of the equity components of our investments;
•may have shorter operating histories, narrower product lines, smaller market shares and/or more significant customer concentration than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
•are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;
•generally have less predictable operating results, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and
•generally have less publicly available information about their businesses, operations and financial condition. We rely on the ability of Barings’ investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If Barings is unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose all or part of our investment.
In addition, in the course of providing significant managerial assistance to certain of our portfolio companies, certain of our officers and directors or certain of Barings’ investment professionals may serve as directors on the boards of such companies. We or Barings may in the future be subject to litigation that arises out of our investments in these companies, and our officers and directors or Barings and/or its investment professionals may be named as defendants in such litigation, which could result in an expenditure of funds (through our indemnification of such officers and directors) and the diversion of our officers’, directors’ and Barings’ time and resources.
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The lack of liquidity in our investments may adversely affect our business.
We generally invest in companies whose securities are not publicly traded, and whose securities may be subject to legal and other restrictions on resale, or are otherwise less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments.
Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our NAV through increased net unrealized depreciation.
As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by the Board, which has designated Barings as valuation designee to perform our fair value determinations relating to the value of our assets for which market quotations are not readily available.
The Adviser conducts the valuation of such 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 ASC Topic 820. Our current valuation policy and processes were established by the Adviser and have been approved by the Board. 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. As part of the valuation process, Barings may take into account the following types of factors, if relevant, in determining the fair value of our investments:
•a comparison of the portfolio company’s securities to publicly traded securities;
•the enterprise value of the portfolio company;
•the nature and realizable value of any collateral;
•the portfolio company’s ability to make payments and its earnings and discounted cash flow;
•the markets in which the portfolio company does business; and
•changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.
When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate a valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our NAV by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:
•increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;
•exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or
•preserve or enhance the value of our investment.
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We have discretion to make follow-on investments, subject to the availability of capital resources. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful portfolio company. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because of regulatory or other considerations.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies may not generate sufficient cash flow to service their debt obligations to us.
We typically invest in senior debt and first lien notes, however, we have invested, and may invest in the future, a portion of our capital in second lien and subordinated loans issued by our portfolio companies. Our portfolio companies may have, or be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. Such subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the securities in which we invest. These debt instruments would usually prohibit the portfolio companies from paying interest on or repaying our investments in the event of and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us where we are junior creditor. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.
We may in the future make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on a portfolio company’s collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all loans secured by collateral. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.
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The rights we may have with respect to the collateral securing any junior priority loans we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens:
•the ability to cause the commencement of enforcement proceedings against the collateral;
•the ability to control the conduct of such proceedings;
•the approval of amendments to collateral documents;
•releases of liens on the collateral; and
•waivers of past defaults under collateral documents.
We may not have the ability to control or direct such actions, even if our rights as junior lenders are adversely affected.
There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
Even if we structure an investment as a senior loan, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances and based upon principles of equitable subordination as defined by existing case law, a bankruptcy court could subordinate all or a portion of our claim to that of other creditors and transfer any lien securing such subordinated claim to the bankruptcy estate. The principles of equitable subordination defined by case law have generally indicated that a claim may be subordinated only if its holder is guilty of misconduct or where the senior loan is re-characterized as an equity investment and the senior lender has actually provided significant managerial assistance to the bankrupt debtor. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken in rendering managerial assistance or actions to compel and collect payments from the borrower outside the ordinary course of business.
Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
Certain loans that we make are secured by a second priority security interest in the same collateral pledged by a portfolio company to secure senior debt owed by the portfolio company to commercial banks or other traditional lenders. Often the senior lender has procured covenants from the portfolio company prohibiting the incurrence of additional secured debt without the senior lender’s consent. Prior to and as a condition of permitting the portfolio company to borrow money from us secured by the same collateral pledged to the senior lender, the senior lender will require assurances that it will control the disposition of any collateral in the event of bankruptcy or other default. In many such cases, the senior lender will require us to enter into an “inter-creditor agreement” prior to permitting the portfolio company to borrow from us. Typically the inter-creditor agreements we are requested to execute expressly subordinate our debt instruments to those held by the senior lender and further provide that the senior lender shall control: (i) the commencement of foreclosure or other proceedings to liquidate and collect on the collateral; (ii) the nature, timing and conduct of foreclosure or other collection proceedings; (iii) the amendment of any collateral document; (iv) the release of the security interests in respect of any collateral; and (v) the waiver of defaults under any security agreement. Because of the control we may cede to senior lenders under inter-creditor agreements we may enter, we may be unable to realize the proceeds of any collateral securing some of our loans.
Finally, the value of the collateral securing our debt investment will ultimately depend on market and economic conditions, the availability of buyers and other factors. Therefore, there can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations
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secured by our second priority liens after payment in full of all obligations secured by the senior lender’s first priority liens on the collateral. There is also a risk that such collateral securing our investments may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the portfolio company and market conditions. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by our second priority liens, then we, to the extent not repaid from the proceeds from the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.
Covenant-Lite Loans may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.
A significant number of high yield loans in the market, in particular the broadly syndicated loan market, may consist of covenant-lite loans, or “Covenant-Lite Loans.” A significant portion of the loans in which we may invest or get exposure to through our investments may be deemed to be Covenant-Lite Loans and it is possible that such loans may comprise a majority of our portfolio. Such loans do not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Ownership of Covenant-Lite Loans may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.
Our investments in foreign companies may involve significant risks in addition to the risks inherent in U.S. investments.
Our investment strategy includes investments in foreign companies. Investing in foreign companies may expose us to additional risk not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes (potentially at confiscatory levels), less liquid markets, less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.
Although the majority of our investments are currently U.S. dollar-denominated and are expected to be U.S. dollar-denominated, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us.
We may expose ourselves to risks if we engage in hedging transactions.
We have entered into hedging transactions and may continue to do so in the future, which may expose us to risks associated with such transactions. We have utilized and may continue to utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Use of these hedging instruments may include counter-party credit risk. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price. The success of our hedging transactions will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks,
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unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.
If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy.
As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70.0% of our total assets are qualifying assets. For further detail, see “Item 1. —
Business — Regulation of Business Development Companies” included in this Annual Report on Form 10-K.
We may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could lose our status as a BDC. If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the 1940 Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under our outstanding indebtedness. For these reasons, loss of BDC status likely would have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position).
We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer or the industry in which it operates. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our RIC asset diversification requirements under the Code and certain investment diversification requirements under our financing agreements, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies.
We generally do not control our portfolio companies.
We generally do not expect to control most of our portfolio companies, even though we or Barings may have board representation or board observation rights, and our debt agreements with such portfolio companies may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree, and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors. Due to the lack of liquidity for our investments in non-traded companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at an appropriate valuation. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.
Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.
We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments, pending their future
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investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our securities.
Any unrealized losses we experience on our loan portfolio may be an indication of future realized losses, which could reduce our income available for distribution.
As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at the fair value as determined in good faith by the Board (or its valuation designee pursuant to Rule 2a-5 under the 1940 Act). Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized losses in our loan portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods.
Defaults by our portfolio companies may harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company.
Changes in interest rates may affect our cost of capital, the value of our investments, and results of operations.
An increase in interest rates would make it more expensive to use debt to finance our investments. As a result, a significant increase in market interest rates could both reduce the value of our portfolio investments and increase our cost of capital, which may reduce our net investment income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our distribution rate, a situation that could reduce the value of our common stock. Conversely, a decrease in interest rates may have an adverse impact on our returns by requiring us to seek lower yields on our debt investments and by increasing the risk that our portfolio companies will prepay our debt investments, resulting in the need to redeploy capital at potentially lower rates.
We may not realize gains from our equity investments.
Certain investments that we have made in the past and may make in the future include equity securities. Investments in equity securities involve a number of significant risks, including the risk of further dilution as a result of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities involve special risks, such as the risk of deferred distributions, credit risk, illiquidity and limited voting rights. In addition, we may from time to time make non-control, equity co-investments in companies in conjunction with private equity sponsors. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests.
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Our investments in asset-backed securities are subject to additional risks.
Asset-backed securities often involve risks that are different from or more acute than risks associated with other types of debt instruments. For instance, asset-backed securities may be particularly sensitive to changes in prevailing interest rates. In addition, the underlying assets may be subject to prepayments that shorten the securities' weighted average maturity and may lower their return. Asset-backed securities are also subject to risks associated with their structure and the nature of the assets underlying the security and the servicing of those assets. Payment of interest and repayment of principal on asset-backed securities is largely dependent upon the cash flows generated by the assets backing the securities. Certain asset-backed securities are supported by letters of credit, surety bonds or other credit enhancements. However, if many borrowers on the underlying assets default, losses could exceed the credit enhancement level and result in losses to investors, such as the Company. The values of asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence by, or defalcation of, their servicers. Furthermore, debtors may be entitled to the protection of a number of state and federal consumer credit laws with respect to the assets underlying these securities, which may give the debtor the right to avoid or reduce payment.
Our investments in collateralized loan obligation vehicles are subject to additional risks.
We may invest in debt and equity interests of collateralized loan obligation (“CLO”) vehicles. Generally, there may be less information available to us regarding the underlying debt investments held by such CLOs than if we had invested directly in the debt of the underlying companies. As a result, we and our stockholders may not know the details of the underlying holdings of the CLO vehicles in which we may invest.
As a BDC, we may not acquire equity and junior debt investments in CLO vehicles unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are “qualifying assets.” CLO vehicles that we expect to invest in are typically very highly leveraged, and therefore, the junior debt and equity tranches that we expect to invest in are subject to a higher degree of risk of total loss. In particular, investors in CLO vehicles indirectly bear risks of the underlying debt investments held by such CLO vehicles. We will generally have the right to receive payments only from the CLO vehicles, and will generally not have direct rights against the underlying borrowers or the entity that sponsored the CLO vehicle. While the CLO vehicles we intend to target generally enable the investor to acquire interests in a pool of leveraged corporate loans without the expenses associated with directly holding the same investments, we will generally pay a proportionate share of the CLO vehicles’ administrative and other expenses. Although it is difficult to predict whether the prices of indices and securities underlying CLO vehicles will rise or fall, these prices (and, therefore, the prices of the CLO vehicles) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. The failure by a CLO vehicle in which we invest to satisfy certain financial covenants, specifically those with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments to us. In the event that a CLO vehicle failed those tests, holders of debt senior to us may be entitled to additional payments that would, in turn, reduce the payments we would otherwise be entitled to receive. If any of these occur, it could materially and adversely affect our operating results and cash flows.
In addition to the general risks associated with investing in debt securities, CLO vehicles carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the fact that our investments in CLO tranches will likely be subordinate to other senior classes of note tranches thereof; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the CLO vehicle or unexpected investment results. Our NAV may also decline over time if our principal recovery with respect to CLO equity investments is less than the price we paid for those investments.
Investments in structured vehicles, including equity and junior debt instruments issued by CLO vehicles, involve risks, including credit risk and market risk. Changes in interest rates and credit quality may cause significant price fluctuations. Additionally, changes in the underlying leveraged corporate loans held by a CLO vehicle may cause payments on the instruments we hold to be reduced, either temporarily or permanently. Structured investments, particularly the subordinated interests in which we intend to invest, may be less liquid than many other types of securities and may be more volatile than the leveraged corporate loans underlying the CLO vehicles we
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intend to target. Fluctuations in interest rates may also cause payments on the tranches of CLO vehicles that we hold to be reduced, either temporarily or permanently.
Any interests we acquire in CLO vehicles will likely be thinly traded or have only a limited trading market and may be subject to restrictions on resale. Securities issued by CLO vehicles are generally not listed on any U.S. national securities exchange and no active trading market may exist for the securities of CLO vehicles in which we may invest. Although a secondary market may exist for our investments in CLO vehicles, the market for our investments in CLO vehicles may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. As a result, these types of investments may be more difficult to value. In addition, our investments in CLO warehouse facilities are short term investments and therefore may be subject to a greater risk relating to market conditions and economic recession or downturns.
We may be subject to risks associated with syndicated loans.
From time to time, we may acquire interests in syndicated loans. Under the documentation for syndicated loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. In most cases, we do not expect to hold a sufficient amount of the indebtedness to be able to compel any actions by the agent. Consequently, we would only be able to direct such actions if instructions from us were made in conjunction with other holders of associated indebtedness that together with us compose the requisite percentage of the related indebtedness then entitled to take action. Conversely, if holders of the required amount of the associated indebtedness other than us desire to take certain actions, such actions may be taken even if we did not support such actions. Furthermore, if an investment is subordinated to one or more senior loans made to the applicable obligor, our ability to exercise such rights may be subordinated to the exercise of such rights by the senior lenders. Accordingly, we may be precluded from directing such actions unless we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure you that the actions taken will be in our best interests.
If an investment is a syndicated revolving loan or delayed drawdown loan, other lenders may fail to satisfy their full contractual funding commitments for such loan, which could create a breach of contract, result in a lawsuit by the obligor against the lenders and adversely affect the fair market value of our investment.
There is a risk that a loan agent in respect of one of our loans may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow the agent to resign with certain advance notice.
Our special situations investments involve a high degree of credit and market risk.
Our special situations investments, which consist of investments in the securities and debt of financially troubled issuers or borrowers and operationally troubled issuers or borrowers, involve a high degree of credit and market risk. Although we may invest in select companies that, in the view of Barings, have the potential over the long-term for capital growth, there can be no assurance that such financially troubled issuers or operationally troubled issuers can be successfully transformed into profitable operating companies. There is a possibility that we may incur substantial or total losses on investments or that such investments may not show any return for a considerable period of time. Under such circumstances, the returns generated from the investments may not compensate investors adequately for the risks assumed.
The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There can be no assurance that Barings will correctly evaluate the value of a company’s assets or the prospects for a successful reorganization
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or similar action. During an economic downturn or recession, securities of financially troubled or operationally troubled issuers and borrowers are more likely to go into default than securities of other issuers. In addition, it may be difficult to obtain information about such issuers and borrowers.
Securities and debt of financially troubled issuers or borrowers and operationally troubled issuers or borrowers are less liquid and more volatile than securities of companies not experiencing financial or operational difficulties. The market prices of such securities are subject to erratic and abrupt market movements, and the spread between bid and asked prices may be greater than normally expected. In addition, it is anticipated that many investments may not be widely traded and that our investment in such securities may be substantial relative to the market for such securities. As a result, we may experience delays and incur losses and other costs in connection with the sale of investments.
Troubled company and other asset-based investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by Barings. To the extent that Barings becomes involved in such proceedings, we may have a more active participation in the affairs of the issuer than that assumed generally by an investor. In addition, involvement by Barings in an issuer’s reorganization proceedings could result in the imposition of restrictions limiting our ability to liquidate its position in the issuer or increase the likelihood of us being involved in litigation.
Risks Relating to Our Securities
Shares of closed-end investment companies, including BDCs, frequently trade at a discount to their NAV and may trade at premiums that may prove to be unsustainable.
Shares of closed-end investment companies, including BDCs, frequently trade at a discount from NAV, and may trade at premiums that may prove to be unsustainable. This characteristic of closed-end investment companies and BDCs is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our common stock will trade at, above or below NAV. The risk of purchasing shares of a BDC that might trade at a discount or unsustainable premium is more pronounced for investors who wish to sell their shares in a relatively short period of time because, for those investors, realization of a gain or loss on their investments is likely to be more dependent upon changes in premium or discount levels than upon increases or decreases in NAV per share. As of December 31, 2024, the closing price of our common stock on the NYSE was $9.57 per share, an approximately 15.2% discount to our NAV per share as of December 31, 2024.
In addition, at times when our common stock trades below NAV, we will generally not be able to issue additional common stock at the market price without first obtaining the approval of our stockholders and our independent directors. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the current NAV per share of our common stock if our board of directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. Any such sale would be dilutive to the NAV per share of our common stock. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the market value of such securities (less any commission or discount). If our common stock trades at a discount to NAV, this restriction could adversely affect our ability to raise capital.
Investing in our securities may involve an above-average degree of risk.
The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies may be highly speculative, and therefore, an investment in our shares may not be suitable for someone with lower risk tolerance.
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The market price of our securities may be volatile and fluctuate significantly.
Fluctuations in the trading prices of our shares may adversely affect the liquidity of the trading market for our shares and, if we seek to raise capital through future equity financings, our ability to raise such equity capital. The market price and liquidity of the market for our securities may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
•significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;
•changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;
•inability to obtain certain exemptive relief from the SEC;
•loss of RIC tax treatment;
•changes in earnings or variations in operating results;
•changes in the value of our portfolio of investments;
•any shortfall in investment income or net investment income or any increase in losses from levels expected by investors or securities analysts;
•conversion features of subscription rights, warrants or convertible debt;
•loss of a major funding source;
•fluctuations in interest rates;
•the operating performance of companies comparable to us;
•departure of Barings’ or any of its affiliates’ key personnel;
•proposed, or completed, offerings of our securities, including classes other than our common stock;
•global or national credit market changes; and
•general economic trends and other external factors.
The market for any security is subject to volatility. The loans and securities purchased by us and issued by us are no exception to this fundamental investment truism that prices will fluctuate.
We may be unable to invest a significant portion of the net proceeds raised from our offerings on acceptable terms, which would harm our financial condition and operating results.
Delays in investing the net proceeds raised in our offerings may cause our performance to be worse than that of other fully invested BDCs or other lenders or investors pursuing comparable investment strategies. We cannot assure you that we will be able to identify any investments that meet our investment objective or that any investment that we make will produce a positive return. We may be unable to invest the net proceeds from any offering on acceptable terms within the time period that we anticipate or at all, which could harm our financial condition and operating results.
We anticipate that, depending on market conditions, it may take a substantial period of time to invest substantially all of the net proceeds from any offering in securities meeting our investment objective. During such a period, we have and will continue to invest the net proceeds from any offering primarily in cash, cash equivalents, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, which may produce returns that are significantly lower than the returns which we expect to achieve when our portfolio is fully invested in securities meeting our investment objective, and given our expense ratio and the prevailing interest rate climate, there is a possible risk of losing money on the offering proceeds from certain securities, such as debt securities during this interval. As a result, any dividends or distributions that we pay during such period may be substantially lower than the dividends or distributions that we may be able to pay when our portfolio is fully invested in securities meeting our investment objective. In addition,
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until such time as the net proceeds from any offering are invested in securities meeting our investment objective, the market price for our securities may decline. Thus, the return on your investment may be lower than when, if ever, our portfolio is fully invested in securities meeting our investment objective.
Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Sales of substantial amounts of our common stock, or the availability of such common stock for sale, could adversely affect the prevailing market prices for our common stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of securities should we desire to do so.
If we sell common stock at a discount to our NAV per share, stockholders will experience immediate dilution in an amount that may be material.
Any sale of common stock at a price below NAV would result in an immediate dilution to existing common stockholders. During periods of time in which we have authority from stockholders to issue shares of common stock at a price below NAV, such shares of common stock could be issued at a price that is substantially below the NAV per share, and the resulting dilution could be substantial. This dilution would include reduction in the NAV per share as a result of the issuance of shares at a price below the NAV per share and a proportionately greater decrease in a stockholder’s interest in the earnings and assets of the Company and voting interest in the Company than the increase in the assets, potential earnings and voting interests of the Company resulting from such issuance. In addition, such issuances or sales may adversely affect the price at which our common stock trades.
Provisions of the Maryland General Corporation Law and our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
The Maryland General Corporation Law and our charter and bylaws contain provisions that may have the effect of discouraging, delaying or making difficult a change in control of our Company or the removal of our incumbent directors. Specifically, the Board has adopted a resolution explicitly subjecting us to the Maryland Business Combination Act under the Maryland General Corporation Law, which, subject to limitations, prohibits certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter imposes fair price and/or super majority voting requirements on these combinations. In addition, our charter classifies the Board in three classes serving staggered three-year terms and provides that a director may be removed only for cause by the vote of at least two-thirds of the votes entitled to be cast for the election of directors generally. In addition, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders will be called by our secretary to act upon any matter that may properly be considered at a meeting of stockholders only upon the written request of the stockholders entitled to cast at least a majority of all the votes entitled to be cast on such matter at the meeting.
In addition, subject to the provisions of the 1940 Act, our charter permits the Board, without stockholder action, to authorize the issuance of shares of stock in one or more classes or series, including preferred stock. Subject to compliance with the 1940 Act, the Board may, without stockholder action, amend our charter from time to time to increase or decrease the number of shares of stock of any class or series that we have authority to issue. The existence of these provisions, among others, may have a negative impact on the price of our common stock and may discourage third-party bids for ownership of our company. These provisions may prevent any premiums being offered to you for shares of our common stock.
If we issue preferred stock and/or debt securities, the NAV and market value of our common stock may become more volatile.
We cannot assure you that the issuance of preferred stock and/or debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock and/or debt securities would likely cause the NAV and market value of our common stock to become more volatile. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to approach the net rate of return on our investment portfolio,
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the benefit of leverage to the holders of our common stock would be reduced. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to exceed the net rate of return on our portfolio, the use of leverage would result in a lower rate of return to the holders of common stock than if we had not issued the preferred stock or debt securities. Any decline in the NAV of our investment would be borne entirely by the holders of our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in NAV to the holders of our common stock than if we were not leveraged through the issuance of preferred stock or debt securities. This decline in NAV would also tend to cause a greater decline in the market price for our common stock.
There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios which may be required by the preferred stock and/or debt securities or of a downgrade in the ratings of the preferred stock and/or debt securities or our current investment income might not be sufficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities. In order to counteract such an event, we might need to liquidate investments in order to fund redemption of some or all of the preferred stock and/or debt securities. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock and/or debt securities. Holders of preferred stock and/or debt securities may have different interests than holders of common stock and may at times have disproportionate influence over our affairs.
There is a risk that investors in our common stock may not receive a specified level of dividends or that our dividends may not grow over time and that investors in any debt securities we may issue may not receive all of the interest income to which they are entitled.
We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. If we declare a dividend and if more stockholders opt to receive cash distributions rather than participate in our dividend reinvestment plan, we may be forced to sell some of our investments in order to make cash dividend payments.
In addition, due to the asset coverage and NAV tests applicable to us as a BDC and under covenants under our financing agreements, we may be limited in our ability to make distributions. Further, if we invest a greater amount of assets in equity securities that do not pay current dividends, it could reduce the amount available for distribution. See “Item 5. — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Distribution Policy” of this Annual Report on Form 10-K for further discussion of distributions.
The above-referenced restrictions on distributions may also inhibit our ability to make required interest payments to holders of our current debt including the August 2025 Notes, the November Notes, the February Notes, the November 2026 Notes, and the February 2029 Notes (each as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K), and any future debt we may issue, which may cause a default under the terms of the relevant debt agreements. Such a default could materially increase our cost of raising capital, as well as cause us to incur penalties under the terms of our debt agreements.
Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue.
If you are holding debt securities issued by us and such securities are redeemable at our option, we may choose to redeem your debt securities at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In addition, if you are holding debt securities issued by us and such securities are subject to mandatory redemption, we may be required to redeem your debt securities at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In this circumstance, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your debt securities being redeemed.
If we choose to redeem any of the August 2025 Notes, the November Notes, the February Notes, the November 2026 Notes or the February 2029 Notes when the fair market value of the August 2025 Notes, the
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November Notes, the February Notes, the November 2026 Notes or the February 2029 Notes is above par value, you would experience a loss of any potential premium.
We may not be able to prepay the August 2025 Notes, the November Notes, the February Notes, the November 2026 Notes or the February 2029 Notes upon a change in control.
The note purchase agreements governing the August 2025 Notes, the November Notes and the February Notes, and the indenture governing the November 2026 Notes and the February 2029 Notes, require us to offer to prepay all of the respective issued and outstanding notes upon the occurrence of certain change in control events, which could have a material adverse effect on our business, financial condition and results of operations. Upon a change in control event, holders of the notes may require us to prepay in cash some or all of the notes at a prepayment price equal to 100% of the aggregate principal amount of the notes being prepaid, plus accrued and unpaid interest to, but not including, the date of prepayment. If a change in control were to occur, we may not have sufficient funds to prepay any such accelerated indebtedness.
Future offerings of debt securities, which would be senior to our common stock upon liquidation, or equity securities, which could dilute our existing stockholders and may be senior to our common stock for the purposes of distributions, may harm the value of our common stock.
In the future, we may attempt to increase our capital resources by making offerings of additional debt securities or additional equity securities, including commercial paper, medium-term notes, senior or subordinated notes and classes of preferred stock or common stock subject to the restrictions of the 1940 Act. Upon a liquidation of our company, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings by us may dilute the holdings of our existing stockholders or reduce the value of our common stock, or both. Any preferred stock we may issue would have a preference on distributions that could limit our ability to make distributions to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our common stock and diluting their stock holdings in us. In addition, proceeds from a sale of common stock will likely be used to increase our total assets or to pay down our borrowings, among other uses. This would increase our asset coverage ratio and permit us to incur additional leverage under rules pertaining to BDCs by increasing our borrowings or issuing senior securities such as preferred stock or debt securities.
You may have a current tax liability on distributions reinvested in our common stock pursuant to our dividend reinvestment plan or otherwise but would not receive cash from such distributions to pay such tax liability.
If you participate in our dividend reinvestment plan, you will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in our common stock to the extent the amount reinvested was not a tax-free return of capital. As a result, unless you are a tax-exempt entity, you may have to use funds from other sources to pay your tax liability on the value of our common stock received from the distribution.
In addition, in order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend 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 the declared dividend) 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. We currently do not intend to pay dividends in shares of our common stock other than in connection with our dividend reinvestment plan.
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A downgrade, suspension or withdrawal of the credit rating, if any, assigned by a rating agency to us or any of our outstanding unsecured notes, or change in the debt markets could cause the liquidity or market value of our securities to decline significantly.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the value and trading prices, if any, of our outstanding unsecured notes. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of the notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. We undertake no obligation to maintain our credit ratings or to advise any holders of our unsecured notes of any changes in our credit ratings, except as may be required under the terms of any applicable indenture or other governing document, including the August 2020 NPA, the November 2020 NPA, the February 2021 NPA and the indenture governing the November 2026 Notes and the February 2029 Notes. There can be no assurance that our credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the rating agency if in their judgment future circumstances relating to the basis of the credit ratings, such as adverse changes in our business or operations, so warrant. Any downgrades to us or our securities could increase our cost of capital or otherwise have a negative effect on our results of operations and financial condition. In this regard, the fixed rates of the November Notes and the February Notes are subject to increase in the event that a Below Investment Grade Event (as defined in relevant note purchase agreement) occurs. The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices and value of our unsecured notes.
General Risk Factors
Global capital markets may experience periods of disruption and instability or an economic recession in the future. These conditions have historically affected and could again materially and adversely affect debt and equity capital markets in the United States and around the world and could impair our portfolio companies and harm our operating results.
The U.S. and global capital markets have from time to time experienced periods of disruption characterized by the freezing of available credit, a lack of liquidity in the debt capital markets, significant losses in the principal value of investments, the re-pricing of credit risk in the broadly syndicated credit market, the failure of major financial institutions and general volatility in the financial markets. During these periods of disruption, general economic conditions deteriorated with material and adverse consequences for the broader financial and credit markets, and the availability of debt and equity capital for the market as a whole, and financial services firms in particular, was reduced significantly. These conditions may reoccur for a prolonged period of time or materially worsen in the future.
Market conditions may in the future make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a material adverse effect on our business. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.
Given the volatility and dislocation that the capital markets have historically experienced, many BDCs have faced, and may in the future face, a challenging environment in which to raise capital. We may in the future have difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption or instability in the global financial markets or deteriorations in credit and financing conditions may cause us to reduce the volume of the loans we originate and/or fund, which may adversely affect the value of our portfolio investments or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, significant changes in the capital markets, including instances of extreme volatility and disruption, have had, and may in the future have, a negative effect on the valuations of our investments and on the potential for liquidity events involving our investments. We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing
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so, and we may not timely anticipate or manage existing, new or additional risks, contingencies or developments, including regulatory developments in the current or future market environment.
An inability to raise capital, and any required sale of our investments for liquidity purposes, could have a material effect on our business, financial condition or results of operations. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience, including being at a higher cost in rising rate environments. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies. In addition, equity capital may be difficult to raise during periods of adverse or volatile market conditions because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than NAV without first obtaining approval for such issuance from our stockholders and our Independent Directors. We generally seek approval from our stockholders annually so that we have the flexibility to issue up to a specified percentage of our then-outstanding shares of our common stock at a price below NAV, but in some years we may not obtain such approval.
Many of the portfolio companies in which we make investments may be susceptible to economic slowdowns or recessions and may be unable to repay the loans we made to them during these periods. Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record our investments at their current fair value. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our and our portfolio companies’ funding costs, limit our and our portfolio companies’ access to the capital markets or result in a decision by lenders not to extend credit to us or our portfolio companies. These events could prevent us from increasing investments and harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we will actually provide significant managerial assistance to that portfolio company, a bankruptcy court might subordinate all or a portion of our claim to that of other creditors.
Terrorist attacks, acts of war, national disasters, or public health crises (such as outbreaks or pandemics) may affect any market for our securities, impact the businesses in which we invest and harm our business, operating results and financial condition.
Terrorist acts, acts of war, national disasters, or public health crises (such as outbreaks or pandemics) may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. For example, many countries have experienced outbreaks of infectious illnesses in recent decades, including swine flu, avian influenza, SARS and COVID-19.
The conflict between Russia and Ukraine and in the Middle East, and resulting market volatility, could also adversely affect the Company’s business, operating results, and financial condition. The extent and duration or escalation of such conflicts, resulting sanctions and future market disruptions are impossible to predict, but could be significant. Any disruptions resulting from such conflicts and any future conflict (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to any of our portfolio companies located in Europe or the Middle East or that have substantial business relationships with companies in affected regions. It is not possible to predict the duration or extent of longer-term consequences of these conflicts, which could include further sanctions, retaliatory and escalating measures, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, the energy sector, supply chains, inflation, security conditions, currency exchange rates
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and financial markets around the globe. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material effect on our business, financial condition and results of operations.
The extent to which any disease outbreaks or health pandemics may negatively affect our and our portfolio companies’ operating results, or the duration of any potential business or supply chain disruption, is uncertain. These potential impacts, while uncertain, could adversely affect our operating results and the operating results of the portfolio companies in which we invest. There is a risk that any future disease outbreaks or health pandemics (including a recurrence of COVID-19) would impact our ability to achieve our investment objectives. Further, if a future pandemic occurs during a period when our investments are maturing, we may not be able to realize our investments within the Company’s term, or at all. In addition, future terrorist activities, military or security operations, natural disasters, disease outbreaks, pandemics or other similar events could weaken the domestic/global economies and create additional uncertainties, which may negatively impact our portfolio companies and, in turn, could have a material effect on our business, operating results and financial condition.
We are subject to risks related to corporate social responsibility.
Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency and the consideration of ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations.
We may experience fluctuations in our quarterly results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
Economic recessions or downturns could impair our portfolio companies and harm our operating results.
Many of our portfolio companies may be susceptible to economic downturns or recessions and may be unable to repay our loans or meet other obligations during these periods. Therefore, during these periods our non-performing assets may increase and the value of these assets may decrease. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our debt and equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt or preferred equity, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt or equity holding and subordinate all or a portion of our claim to those of other creditors.
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Uncertainty about presidential administration initiatives could negatively impact our business, financial condition and results of operations.
There is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events, including the 2024 U.S. presidential election, have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. The presidential administration’s changes to U.S. policy may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and cash flows. Until we know what policy changes are made and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.
Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.
There have been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs, creating significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that more of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.
Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.
We, our subsidiaries and our portfolio companies are subject to regulation at the local, state and federal level. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our stockholders, potentially with retroactive effect. Additionally, new regulatory initiatives related to ESG could adversely affect our business.
Additionally, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities. Such changes could result in material differences to the strategies and plans set forth in this Annual Report on Form 10-K and may result in our investment focus shifting from the areas of expertise of our management team to other types of investments in which our management team may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.
We, the Adviser, and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.
Our cash and our Adviser’s cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us, our Adviser and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the FDIC insurance limits. If such banking institutions were to fail, we, our Adviser, or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks,
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have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our, our Adviser’s and our portfolio companies’ business, financial condition, results of operations, or prospects.
Although we and our Adviser assess our banking relationships and those of our portfolio companies’ banking relationships as we believe necessary or appropriate, our access and that of our portfolio companies’ to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, our Adviser or our portfolio companies, the financial institutions with which we, our Adviser or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, our Adviser or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.
In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, our Adviser, or our portfolio companies to acquire financing on acceptable terms or at all.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
The Company has processes in place to assess, identify, and manage material risks from cybersecurity threats. The Company’s business is dependent on the communications and information systems of the Adviser and other third-party service providers. The Adviser manages the Company’s day-to-day operations and has implemented a cybersecurity program that applies to the Company and its operations.
Cybersecurity Program Overview
The Adviser has instituted a cybersecurity program designed to identify, assess, and manage cyber risks applicable to the Company and assists as necessary with the oversight of other third-party service providers and their cybersecurity programs as discussed further below. The Adviser’s cyber risk management program involves risk assessments, implementation of security measures, and ongoing monitoring of systems and networks, including networks on which the Company relies. The Adviser actively monitors the current threat landscape in an effort to identify material risks arising from new and evolving cybersecurity threats, including material risks faced by the Company.
The Company relies on the Adviser to engage external experts, including cybersecurity assessors, consultants, and auditors to evaluate cybersecurity measures and risk management processes, including those applicable to the Company.
The Company relies on the Adviser’s risk management program and processes, which include cyber risk assessments.
The Company depends on and engages various third parties, including suppliers, vendors, and service providers, to operate its business. The Company relies on the expertise of risk management, legal, information technology, and compliance personnel of the Adviser when identifying and overseeing risks from cybersecurity threats associated with its use of such entities. The Company’s Chief Compliance Officer (“CCO”) also plays an oversight role in the area of cybersecurity preparedness with respect to these entities.
67
Board Oversight of Security Risks
The Board provides strategic oversight on cybersecurity matters, including risks associated with cybersecurity threats. The Board receives periodic updates from the Adviser’s Chief Information Security Officer (“CISO”) regarding the overall state of the Adviser’s cybersecurity program, information on the current threat landscape, and risks from cybersecurity threats and cybersecurity incidents impacting the Company.
Management’s Role in Cybersecurity Risk Management
The Company’s management and the CISO of the Adviser manage the Company’s cybersecurity program. The CCO of the Company oversees the Company’s compliance program and relies on the Adviser’s CISO to assist with assessing and managing material risks from cybersecurity threats.The Adviser’s CISO has 15 years of experience in actively managing cybersecurity and information security programs for financial services companies with complex information systems.
Management of the Company is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting the Company, including through the receipt of notifications from service providers and reliance on communications with risk management, legal, information technology, and/or compliance personnel of the Adviser.
Assessment of Cybersecurity Risk
The potential impact of risks from cybersecurity threats on the Company are assessed on an ongoing basis, and how such risks could materially affect the Company’s business strategy, operational results, and financial condition are regularly evaluated. During the reporting period, the Company has not identified any impact from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial condition.
Item 2. Properties.
We do not own any real estate or other physical properties materially important to our operation or any of our subsidiaries. Our headquarters is currently located at 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202, where we occupy office space pursuant to the Administration Agreement with Barings. We believe that our current office facilities are adequate to meet our needs.
Item 3. 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 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Common Stock and Holders
Our common stock is traded on the NYSE under the ticker symbol “BBDC.” As of February 20, 2025, there were approximately 1,896 holders of record of our common stock. This number does not include stockholders for whom shares are held in “nominee” or “street name.”
The following table sets forth, for each fiscal quarter during the last two fiscal years and the current fiscal year to date, the NAV per share of our common stock, the high and the low closing sales prices for our common stock and such closing sales prices as a percentage of NAV per share.
Premium (Discount)
Premium (Discount)
of High Closing
of Low Closing
Net Asset
Closing Sales Price(2)
Sales Price
Sales Price
Value(1)
High
Low
to NAV(3)
to NAV(3)
Year ended December 31, 2023
First Quarter
$
11.17
$
8.95
$
7.47
(19.9)
%
(33.1)
%
Second Quarter
$
11.34
$
8.01
$
7.19
(29.4)
%
(36.6)
%
Third Quarter
$
11.25
$
9.34
$
7.65
(17.0)
%
(32.0)
%
Fourth Quarter
$
11.28
$
9.39
$
8.58
(16.8)
%
(23.9)
%
Year ended December 31, 2024
First Quarter
$
11.44
$
9.88
$
8.70
(13.6)
%
(24.0)
%
Second Quarter
$
11.36
$
10.18
$
9.13
(10.4)
%
(19.6)
%
Third Quarter
$
11.32
$
10.19
$
9.28
(10.0)
%
(18.0)
%
Fourth Quarter
$
11.29
$
10.33
$
9.27
(8.5)
%
(17.9)
%
Year ending December 31, 2025
First Quarter (through February 19, 2025)
*
$
10.46
$
9.36
*
*
*Net asset value has not yet been calculated for this period.
(1) Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low closing sales prices. The net asset value per share shown is based on the outstanding shares at the end of the period.
(2) Closing sales prices as provided by the NYSE.
(3) Calculated as of the respective high or low closing sales price divided by the quarter-end net asset value and subtracting 1.
As of February 19, 2025, the closing price of our common stock on the NYSE was $10.46 per share, an approximately 7.4% discount to our NAV per share as of December 31, 2024.
Distributions Declared
The table below shows the detail of our distributions for the years ended December 31, 2024 and 2023:
Year Ended December 31,
2024
2023
Amount
% of Total
Amount
% of Total
Ordinary income
$
1.04
100.0
%
$
1.02
100.0
%
Total reported on IRS Form 1099-DIV
$
1.04
100.0
%
$
1.02
100.0
%
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Each year, a statement on IRS Form 1099-DIV identifying the source(s) of the distribution (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of paid in capital surplus which is a nontaxable distribution) is mailed to our stockholders. To the extent that our distributions for a fiscal year exceed current and accumulated earnings and profits, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our taxable ordinary income or capital gains. Stockholders should read any written disclosure accompanying a dividend payment carefully and should not assume that any distribution is taxable as ordinary income or capital gains.
Ordinary income is reported on IRS Form 1099-DIV as either qualified or non-qualified and capital gain distributions are reported on IRS Form 1099-DIV in various subcategories which have differing tax treatments to stockholders. Those subcategories are not presented herein.
We estimate the source of our distributions as required by Section 19(a) of the 1940 Act to determine whether payment of dividends is expected to be paid from any other source other than net investment income accrued for the current period or certain cumulative periods, but we will not be able to determine whether any specific distribution will be treated as made out of our taxable earnings or as a return of capital until after the end of our taxable year. Any amount treated as a return of capital will reduce a stockholder’s adjusted tax basis in his or her common stock, thereby increasing his or her potential gain or reducing his or her potential loss on the subsequent sale or other disposition of his or her common stock. On a quarterly basis, for any payment of dividends estimated to be paid from any other source other than net investment income accrued for current period or certain cumulative periods based on the Section 19(a) requirements, we post a Section 19(a) notice through the Depository Trust Company’s Legal Notice System and our website, as well as send our registered stockholders a printed copy of such notice along with the dividend payment. The estimates of the source of the distribution are interim estimates based on U.S. GAAP that are subject to revision, and the exact character of the distributions for tax purposes, cannot be determined until the final books and records are finalized for the calendar year. Therefore, these estimates are made solely in order to comply with the requirements of Section 19(a) of the 1940 Act and should not be relied upon for tax reporting or any other purposes and could differ significantly from the actual character of distributions for tax purposes.
Distribution Policy
We generally intend to make distributions on a quarterly basis to our stockholders of substantially all of our income. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of (i) 98.0% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the calendar year, and (iii) any ordinary income and net capital gains for the preceding year that were not distributed during such year. We will not be subject to excise taxes on amounts on which we are required to pay corporate income tax (such as retained net capital gains). In order to obtain the tax benefits applicable to RICs, we will be required to distribute to our stockholders with respect to each taxable year at least 90.0% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses. We may retain for investment realized net long-term capital gains in excess of realized net short-term capital losses. We may make deemed distributions to our stockholders of any retained net capital gains. If this happens, our stockholders will be treated as if they received an actual distribution of the capital gains we retain and then reinvested the net after-tax proceeds in our common stock. Our stockholders also may be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. Please refer to “Business — Material U.S. Federal Income Tax Considerations” included in Item 1 of Part I of this Annual Report on Form 10-K for further information regarding the consequences of our retention of net capital gains. We may, in the future, make actual distributions to our stockholders of some or all realized net long-term capital gains in excess of realized net short-term capital losses. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratio and related requirements stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings
70
or financing arrangements. See “Business — Regulation of Business Development Companies” included in Item 1 of Part I of this Annual Report on Form 10-K.
We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our common stockholders, unless a common stockholder elects to receive cash as provided in “Business — Dividend Reinvestment Plan” included in Item I of Part I of this Annual Report on Form 10-K.
Stockholders who receive dividends in the form of stock generally are subject to the same federal, state and local tax consequences as are stockholders who elect to receive their dividends in cash. A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend from us will be equal to the total dollar amount of the dividend payable to the stockholder. Any stock received in a dividend will have a holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder’s account.
Sales of Unregistered Equity Securities
We did not sell any equity securities during the period covered by this report that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
Issuer Purchases of Equity Securities
During the three months ended December 31, 2024, in connection with our dividend reinvestment plan for our common stockholders, we directed the Plan Administrator to purchase 53,518 shares of our common stock for an aggregate of $522,845 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 November 6, 2024.
On February 23, 2023, our Board authorized the Prior Share Repurchase Program. Under the Prior Share Repurchase 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 NAV per share. The timing, manner, price and amount of any share repurchases was 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 Prior Share Repurchase Program terminated on March 1, 2024. The Prior Share Repurchase 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 Prior Share Repurchase Program. During the year ended December 31, 2024, we did not repurchase any shares pursuant to the Prior Share Repurchase Program.
On February 22, 2024, our Board authorized a 12-month share repurchase program (the “Share Repurchase Program”). Under the Share Repurchase 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 Share Repurchase 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 Share Repurchase 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 Share Repurchase Program. The Share Repurchase Program may be suspended, extended, modified or discontinued at any time. During the year ended December 31, 2024, we repurchased a total of 658,132 shares of common stock in the open market under the Share Repurchase Program at an average price of $9.79 per share, including brokerage commissions. See “Management’s Discussion of Financial Condition and Results of Operations—Recent Developments” included in Item 7 of Part II of this Annual Report on Form 10-K.
71
The following chart summarizes repurchases of our common stock for the three months ended December 31, 2024:
Period
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs
Approximate dollar value of shares that may yet be purchased under the plans or programs(2)
October 1 through October 31, 2024
—
$
—
—
$
25,027
November 1 through November 30, 2024
—
$
—
—
$
25,027
December 1 through December 31, 2024
203,518
(1)
$
9.79
150,000
$
23,558
(1) Includes 53,518 shares purchased in the open market pursuant to the terms of our dividend reinvestment plan.
(2) In thousands.
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Performance Graph
The following graph compares the cumulative total return on our common stock with the cumulative total return of the Nasdaq Composite Index, the NYSE Composite Index and the Wells Fargo Business Development Company Index for the five years ended December 31, 2024. This comparison assumes $100.00 was invested in our common stock at the closing price of our common stock on December 31, 2019 and in the comparison groups and assumes the reinvestment of all cash dividends on the ex-dividend date prior to any tax effect. The stock price performance shown on the graph below is not necessarily indicative of future price performance.
Comparison of Annual Cumulative Total Return(1)
among Barings BDC, Inc., the Nasdaq Composite Index, the NYSE Composite Index
and the Wells Fargo Business Development Company Index
12/31/19
3/31/20
6/30/20
9/30/20
12/31/20
3/31/21
6/30/21
9/30/21
12/31/21
Barings BDC, Inc.
100.00
74.02
80.11
82.31
96.50
106.70
115.06
122.43
124.87
Nasdaq Composite Index
100.00
86.05
112.67
125.34
144.92
149.20
163.64
163.26
177.06
NYSE Composite Index
100.00
74.55
86.64
93.06
106.99
115.60
123.24
120.87
129.11
Wells Fargo Business Development Company Index
100.00
58.28
87.55
90.93
107.63
125.65
136.17
139.28
145.84
73
3/31/22
6/30/22
9/30/22
12/31/22
3/31/23
6/30/23
9/30/23
12/31/23
Barings BDC, Inc.
119.66
110.29
100.45
101.75
102.14
104.14
121.82
120.85
Nasdaq Composite Index
161.22
125.30
120.40
119.45
139.81
158.06
151.83
172.77
NYSE Composite Index
126.13
110.32
103.24
117.04
119.26
123.96
120.95
133.16
Wells Fargo Business Development Company Index
150.85
130.73
119.70
133.78
139.15
147.37
157.76
166.81
3/31/24
6/30/24
9/30/24
12/31/24
Barings BDC, Inc.
134.61
144.55
149.46
149.81
Nasdaq Composite Index
188.86
204.85
210.50
223.87
NYSE Composite Index
145.52
144.09
156.81
154.19
Wells Fargo Business Development Company Index
175.26
182.83
182.69
192.58
(1)From December 31, 2019 to December 31, 2024.
74
Senior Securities Table
(dollar amounts in thousands, except per unit data)
Information about our senior securities as of each of the years ended December 31, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, and 2015 is included in the below table. The report of our independent registered public accounting firm, KPMG LLP, with respect to the consolidated financial statements for the year ended December 31, 2024 and the senior securities table as of December 31, 2024, is included in this annual report on Form 10-K.
Class and Year(1)
Total Amount Outstanding Exclusive of Treasury Securities(2)
Asset Coverage per Unit(3)
Involuntary Liquidating Preference per Unit(4)
Average Market Value per Unit(5)
December 2022 Notes
2015
$
80,500
$
1,972
—
$
25.23
2016
80,500
2,124
—
25.15
2017
80,500
2,120
—
25.51
March 2022 Notes
2015
86,250
1,972
—
25.46
2016
86,250
2,124
—
25.58
2017
86,250
2,120
—
25.85
SBA-guaranteed debentures payable
2015
224,968
1,972
—
N/A
2016
250,000
2,124
—
N/A
2017
250,000
2,120
—
N/A
May 2011 Credit Facility
2015
131,257
1,972
—
N/A
2016
127,011
2,124
—
N/A
2017
125,315
2,120
—
N/A
August 2018 Credit Facility(6)
2018
570,000
1,988
—
N/A
2019
107,200
1,851
—
N/A
February 2019 Credit Facility
2019
245,288
1,851
—
N/A
2020
719,661
1,760
—
N/A
2021
655,189
1,538
—
N/A
2022
729,144
1,830
—
N/A
2023
719,914
1,836
—
N/A
2024
438,590
1,800
—
N/A
Debt Securitization(7)
2019
318,210
1,851
—
N/A
August 2025 Notes
2020
50,000
1,760
—
N/A
2021
50,000
1,538
—
N/A
2022
50,000
1,830
—
N/A
2023
50,000
1,836
—
N/A
2024
50,000
1,800
—
N/A
75
Class and Year(1)
Total Amount Outstanding Exclusive of Treasury Securities(2)
Asset Coverage per Unit(3)
Involuntary Liquidating Preference per Unit(4)
Average Market Value per Unit(5)
Series B Notes
2020
62,500
1,760
—
N/A
2021
62,500
1,538
—
N/A
2022
62,500
1,830
—
N/A
2023
62,500
1,836
—
N/A
2024
62,500
1,800
—
N/A
Series C Notes
2020
112,500
1,760
—
N/A
2021
112,500
1,538
—
N/A
2022
112,500
1,830
—
N/A
2023
112,500
1,836
—
N/A
2024
112,500
1,800
—
N/A
Series D Notes
2021
80,000
1,538
—
N/A
2022
80,000
1,830
—
N/A
2023
80,000
1,836
—
N/A
2024
80,000
1,800
—
N/A
Series E Notes
2021
70,000
1,538
—
N/A
2022
70,000
1,830
—
N/A
2023
70,000
1,836
—
N/A
2024
70,000
1,800
—
N/A
November 2026 Notes
2021
350,000
1,538
—
N/A
2022
350,000
1,830
—
N/A
2023
350,000
1,836
—
N/A
2024
350,000
1,800
—
N/A
February 2029 Notes
2024
300,000
1,800
—
N/A
Total Senior Securities
2015
522,975
1,972
—
N/A
2016
543,761
2,124
—
N/A
2017
542,065
2,120
—
N/A
2018
570,000
1,988
—
N/A
2019
670,698
1,851
—
N/A
2020
944,661
1,760
—
N/A
2021
1,380,189
1,538
—
N/A
2022
1,454,144
1,830
—
N/A
2023
1,444,914
1,836
—
N/A
2024
1,463,590
1,800
—
N/A
(1)The information in the senior securities tables for years prior to 2020, with the exception of 2016, is unaudited. An independent registered public accounting firm has performed agreed-upon procedures related to the accuracy of the total amount outstanding exclusive of treasury securities as of December 31, 2019 and the asset coverage per unit as of December 31, 2019.
(2)Total amount of each class of senior securities outstanding at the end of the period presented.
(3)Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. All prior period ratios have been conformed with this current presentation.
76
(4)The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
(5)Average market value per unit for our unsecured notes issued in October 2012 and November 2012 due 2022 (the “December 2022 Notes”) and our unsecured notes issued in February 2015 due 2022 (the “March 2022 Notes”) represent the average of the daily closing prices as reported on the NYSE for each security during 2014, 2015, 2016 and 2017, as applicable. Average market value per unit for our SBA-guaranteed debentures payable, our terminated credit facility initially entered into in May 2011 (the “May 2011 Credit Facility”), Barings BDC Senior Funding I, LLC's terminated credit facility initially entered into in August 2018 with Bank of America, N.A. (the “August 2018 Credit Facility”), the February 2019 Credit Facility, our $449.3 million term debt securitization in May 2019 (the “Debt Securitization”), the August 2025 Notes, the November Notes, the February Notes, the November 2026 Notes, and the February 2029 Notes are not applicable because these senior securities are not registered for public trading.
(6)The August 2018 Credit Facility was terminated at our election in June 2020.
(7)The remaining notes issued in connection with the Debt Securitization were repaid in full in October 2020.
Item 6. [Reserved].
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information in this section contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with the combined financial statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K.
The following discussion is designed to provide a better understanding of our financial statements, 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 Consolidated Financial Statements and the notes thereto included or incorporated by reference in Item 8 of this Annual Report on Form 10-K. 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.
MVC Capital, Inc. Acquisition
On December 23, 2020, we completed our acquisition of MVC Capital, Inc., a Delaware corporation (“MVC”) (the “MVC Acquisition”) pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “MVC Merger Agreement”), dated as of August 10, 2020, with MVC, Mustang Acquisition Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“MVC Acquisition Sub”), and Barings LLC, our external investment adviser and our administrator (“Barings” or the “Adviser”). To effect the acquisition, MVC Acquisition Sub merged with and into MVC, with MVC surviving the merger as our wholly owned subsidiary (the “First MVC Merger”). Immediately thereafter, MVC merged with and into us, with us as the surviving company (the “Second MVC Merger” and, together with the First MVC Merger, the “MVC Merger”).
In connection with the MVC Acquisition, on December 23, 2020, following the closing of the MVC Merger, we entered into (1) an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with Barings, effective January 1, 2021, and (2) a credit support agreement (the “MVC Credit Support Agreement”) with Barings, pursuant to which Barings has agreed to provide credit support to us 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 “Business — MVC Capital, Inc. Acquisition” and “Business — Management Agreements — Investment Advisory Agreement” in Item 1 of Part I of this Annual Report on Form 10-K, as well as “Note 2. Agreements and Related Party Transactions” and “Note 6. Derivative Instruments” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for more information.
Sierra Income Corporation Acquisition
On February 25, 2022, we completed our acquisition of Sierra Income Corporation, a Maryland corporation (“Sierra”), pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Sierra Merger Agreement”), dated as of September 21, 2021, with Sierra, Mercury Acquisition Sub, Inc., a Maryland corporation and our direct wholly owned subsidiary (“Sierra Acquisition Sub”), and Barings. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as our wholly owned subsidiary (the
77
“First Sierra Merger”). Immediately thereafter, Sierra merged with and into us, with Barings BDC, Inc. as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”).
Pursuant to the Sierra Merger Agreement, each share of Sierra common stock, par value $0.001 per share (the “Sierra Common Stock”), issued and outstanding immediately prior to the effective time of the First Sierra Merger (other than shares of Sierra Common Stock issued and outstanding immediately prior to the effective time of the First Sierra Merger that were held by a subsidiary of Sierra or held, directly or indirectly, by us or Sierra Acquisition Sub) was converted into the right to receive (i) an amount in cash from Barings, without interest, equal to $0.9783641, and (ii) 0.44973 shares of our common stock, plus any cash in lieu of fractional shares. As a result of the Sierra Merger, former Sierra stockholders received approximately 46.0 million shares of our common stock for their shares of Sierra Common Stock.
In connection with the Sierra Merger, on February 25, 2022, following the closing of the Sierra Merger, we entered into (1) a second amended and restated investment advisory agreement (the “Second Amended Barings BDC Advisory Agreement”), and (2) a credit support agreement (the “Sierra Credit Support Agreement”) with Barings, pursuant to which Barings has agreed to provide credit support to us 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 Party Transactions” and “Note 6. Derivative Instruments” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for more information.
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 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 the MVC Acquisition, we entered into 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 the Sierra Merger on February 25, 2022, we entered into the Second Amended Barings BDC Advisory Agreement with Barings. On June 24, 2023, we entered into a third amended and restated advisory agreement with Barings 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 and Barings, including with respect to the calculation of the fees payable to Barings, remained unchanged under the Barings BDC Advisory Agreement. Under the terms of the Barings BDC Advisory Agreement and the Administration Agreement, 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 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 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’ Co-Investment 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.
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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 450 basis points and SOFR plus 650 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, or 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 December 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 10.2% 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 9.8% and 10.0% as of December 31, 2024 and December 31, 2023, respectively.
Portfolio Composition
The total fair value of our investment portfolio was $2,449.3 million as of December 31, 2024, as compared to $2,488.7 million as of December 31, 2023. As of December 31, 2024, we had investments in 328 portfolio companies with an aggregate cost of $2,522.7 million. As of December 31, 2023, we had investments in 336 portfolio companies with an aggregate cost of $2,535.6 million. As of both December 31, 2024 and 2023, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.
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As of December 31, 2024 and December 31, 2023, our investment portfolio consisted of the following investments:
($ in thousands)
Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
December 31, 2024:
Senior debt and 1st lien notes
$
1,747,841
69
%
$
1,686,411
69
%
Subordinated debt and 2nd lien notes
184,043
7
165,455
7
Structured products
89,543
4
79,548
3
Equity shares
360,691
14
409,129
17
Equity warrants
76
—
2,732
—
Royalty rights
3,627
—
5,833
—
Investments in joint ventures / PE fund
136,875
6
100,164
4
$
2,522,696
100
%
$
2,449,272
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
—
Investments in joint ventures / PE fund
145,648
6
110,066
4
$
2,535,576
100
%
$
2,488,715
100
%
Investment Activity
During the year ended December 31, 2024, we made 45 new investments totaling $341.7 million, made investments in existing portfolio companies totaling $298.6 million and made a $3.5 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 47 loans repaid totaling $360.8 million and recognized a net realized loss on these transactions of $13.5 million. We also received $213.8 million of portfolio company principal payments and sales proceeds and recognized a net realized loss of $1.0 million. We received $17.1 million of return of capital from our joint ventures, equity, and royalty rights investments. In addition, we sold $27.2 million of middle-market portfolio debt investments to our joint ventures, recognizing a net realized loss on these transactions of $0.4 million. In addition, investments in four portfolio companies were restructured, which resulted in a net realized loss of $17.3 million. Lastly, we received proceeds related to the sale of equity investments totaling $38.0 million and recognized a net realized gain on such sales totaling $8.5 million.
During the year ended December 31, 2023, we made 39 new investments totaling $264.6 million, made investments in existing portfolio companies totaling $205.9 million, made a $67.5 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 and made additional investments in existing joint venture equity portfolio companies totaling $2.5 million. We had 17 loans repaid totaling $141.1 million and received $106.2 million of portfolio company principal payments, recognizing a loss on these repayments of $0.7 million. We received $20.5 million of return of capital from our joint ventures and equity investments. In addition, we received $99.8 million for the sale of loans, recognizing a net realized loss on these transactions of $50.3 million, and sold $160.2 million of middle-market portfolio debt investments to our joint ventures, realizing a gain on these transactions of $0.1 million. In addition, investments in five portfolio companies were restructured, which resulted in a loss of $4.5 million. Lastly, we received proceeds related to the sale of equity investments totaling $9.9 million and recognized a net realized loss on such sales totaling $4.0 million.
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Total portfolio investment activity for the years ended December 31, 2024 and 2023 was as follows:
December 31, 2024
($ in thousands)
Senior Debt and 1st Lien Notes
Subordinated Debt and 2nd Lien Notes
Structured Products
Equity Shares
Equity Warrants
Royalty Rights
Investment in Joint Venture / 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
573,662
37,466
5,798
22,934
—
3,871
—
643,731
Investment restructuring
(27,652)
(9,620)
—
37,219
53
—
—
—
Proceeds from sales of investments/return of capital
(92,498)
(4,975)
(18,131)
(37,778)
(201)
(245)
(8,773)
(162,601)
Loan origination fees received
(8,398)
(296)
—
—
—
—
—
(8,694)
Principal repayments received
(395,415)
(94,066)
(4,804)
—
—
—
—
(494,285)
Payment-in-kind interest/dividends
6,446
3,668
—
9,884
—
—
19,998
Accretion of loan premium/discount
947
121
24
—
—
—
—
1,092
Accretion of deferred loan origination revenue
10,395
1,256
—
—
—
—
—
11,651
Realized gain (loss)
(24,999)
(6,361)
(658)
8,097
148
—
—
(23,773)
Unrealized appreciation (depreciation)
(26,377)
47
4,281
(5,931)
340
2,207
(1,129)
(26,562)
Fair value, end of period
$
1,686,411
$
165,455
$
79,548
$
409,129
$
2,732
$
5,833
$
100,164
$
2,449,272
December 31, 2023
($ in thousands)
Senior Debt
and 1st Lien
Notes
Subordinated
Debt and 2nd
Lien Notes
Structured Products
Equity Shares
Equity Warrants
Investment in Joint Venture / 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
404,305
49,525
28,286
95,600
—
2,480
580,196
Proceeds from sales of investments/return of capital
(296,901)
(2,800)
(6,262)
(9,854)
—
(20,478)
(336,295)
Loan origination fees received
(8,173)
(113)
—
—
—
—
(8,286)
Principal repayments received
(153,679)
(83,857)
(3,538)
—
—
—
(241,074)
Payment-in-kind interest/dividends
9,424
9,748
—
8,677
—
—
27,849
Accretion of loan premium/discount
925
947
23
—
—
—
1,895
Accretion of deferred loan origination revenue
7,723
702
—
—
—
—
8,425
Realized gain (loss)
(11,253)
(43,902)
—
(4,276)
(102)
—
(59,533)
Unrealized appreciation (depreciation)
21,737
44,826
979
(13)
1,437
(2,363)
66,603
Fair value, end of period
$
1,670,300
$
238,215
$
93,038
$
374,704
$
2,392
$
110,066
$
2,488,715
Portfolio Risk Monitoring
The Adviser monitors our portfolio companies on an ongoing basis. As part of the monitoring process, the Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, rates each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk ratings may not be comparable to ones used by other companies. For additional information regarding the Adviser’s portfolio management and investment monitoring, see “Item 1. Business — Portfolio Management and Investment Monitoring” in Part I of this Annual Report on Form 10-K for the year ended December 31, 2024.
Our risk assessment is based on the following risk rating categories:
•Risk Rating 1: In the opinion of the Adviser, the issuer is performing materially above expectations at the time of underwriting and the business trends and/or risk factors are favorable.
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•Risk Rating 2: In the opinion of the Adviser, the issuer is performing in a manner consistent with expectations at the time of underwriting and the current risk is believed to be similar to that at the time the asset was originated.
•Risk Rating 3: In the opinion of the Adviser, the issuer is performing below expectations at the time of underwriting and the investment risk has increased since underwriting.
•Risk Rating 4: In the opinion of the Adviser, the issuer is performing materially below expectations at the time of underwriting and the investment risk has increased materially since underwriting. Issuers with a risk rating of 4 are typically in violation of one or more debt covenants.
•Risk Rating 5: In the opinion of the Adviser, the issuer is performing substantially below expectations at the time of underwriting and indicates the investment risk has increased substantially since underwriting. Loans with a risk rating of 5 are not anticipated to be repaid in full or have a possibility to not be repaid in full, and the fair market value reflects the Adviser’s current estimate of recoverable value.
The following table shows the classification of our investments by risk rating as of December 31, 2024 and 2023. Investment risk ratings are accurate only as of these dates and may change due to subsequent developments to a portfolio company’s business or financial condition, market conditions or developments, and other factors.
($ in thousands)
December 31, 2024
December 31, 2023
Risk Rating Category
Fair Value (1)
Percentage of Total Portfolio
Fair Value (1)
Percentage of Total Portfolio
Category 1
$
199,308
8
%
$
207,279
8
%
Category 2
1,596,705
66
1,787,077
73
Category 3
357,015
15
295,908
12
Category 4
209,814
9
114,267
5
Category 5
45,669
2
43,131
2
Total
$
2,408,511
100
%
$
2,447,662
100
%
(1) Excludes 9.1% member interest in Jocassee Partners LLC.
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 December 31, 2024, we had eight portfolio companies with investments on non-accrual, the aggregate fair value of which was $8.0 million, which comprised 0.3% of the total fair value of our portfolio, and the aggregate cost of which was $41.6 million, which comprised 1.6% 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.
A summary of our non-accrual assets as of December 31, 2024 is provided below:
Biolam Group
During the quarter ended September 30, 2024, we placed our debt investment in Biolam Group, or Biolam, 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 debt investment in Biolam for financial reporting purposes. As of December 31,
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2024, the cost of our debt investment in Biolam was $2.5 million and the fair value of such investment was $1.4 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. As of December 31, 2023, the Black Angus 10% PIK term loan was on non-accrual status and during the quarter ended December 31, 2024, we placed our remaining debt investments in Black Angus on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Black Angus for financial reporting purposes. As of December 31, 2024, the cost of our debt investments in Black Angus was $17.7 million and the fair value of such investments was $2.7 million.
Canadian Orthodontic Partners Corp.
During the quarter ended March 31, 2024, we placed our first lien senior secured 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 first lien senior secured debt investment in Canadian Orthodontics for financial reporting purposes. As of December 31, 2024, the cost of our first lien senior secured debt investment in Canadian Orthodontics was $1.9 million and the fair value of such investment was $0.4 million.
Eurofins Digital Testing International LUX Holdings SARL
During the quarter ended June 30, 2024, we placed our debt investments in Eurofins Digital Testing International LUX Holdings SARL, or Eurofins, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Eurofins for financial reporting purposes. As of December 31, 2024, the cost of our debt investments in Eurofins was $5.2 million and the fair value of such investments was $2.4 million.
GPNZ II GmbH
During the quarter ended March 31, 2024, we placed our first lien EURIBOR + 6.00% debt investment 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 first lien EURIBOR + 6.00% debt investment in GPNZ for financial reporting purposes. As of December 31, 2024, the cost of our first lien EURIBOR + 6.00% debt investment in GPNZ was $0.5 million and the fair value of such investment was $0.2 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 December 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 December 31, 2024, the cost of our debt investments in Marmoutier was $2.7 million and the fair value of such investments was $0.3 million.
Polymer Solutions Group Holdings, LLC
In connection with the Sierra Merger we purchased our debt investment in Polymer Solutions Group Holdings, LLC, or Polymer. During the quarter ended December 31, 2024, we placed our debt investment in Polymer on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt
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investment in Polymer for financial reporting purposes. As of December 31, 2024, the cost of our debt investment in Polymer was $1.0 million and the fair value of such investment was $0.6 million.
PIK Non-Accrual Assets
In addition to our non-accrual assets, during the quarter ended September 30, 2024, we placed our first lien senior secured debt investment in A.T. Holdings II LTD, or A.T. Holdings, on non-accrual status only with respect to the PIK interest component of the loan. As of December 31, 2024, the cost of our debt investment in A.T. Holdings was $11.9 million, or 0.5% of the total cost of our portfolio, and the fair value of such investment was $8.5 million, or 0.3% of the total fair value of our portfolio.
Discussion and Analysis of Financial Condition and Results of Operations
Set forth below is a comparison of the results of operations and changes in financial condition for the years ended December 31, 2024 and 2023. The comparison of, and changes between, the fiscal years ended December 31, 2023 and 2022 can be found within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II of our annual report on Form 10-K for the fiscal year ended December 31, 2023, which is incorporated herein by reference.
Results of Operations
Comparison of years ended December 31, 2024 and2023
Operating results for the years ended December 31, 2024 and 2023:
Year Ended December 31,
($ in thousands)
2024
2023
Total investment income
$
286,169
$
289,201
Total operating expenses
151,509
159,390
Net investment income before taxes
134,660
129,811
Income taxes, including excise tax expense
3,466
1,686
Net investment income after taxes
131,194
128,125
Net realized gains (losses)
(38,112)
(62,750)
Net unrealized appreciation (depreciation)
17,207
62,624
Net increase in net assets resulting from operations
$
110,289
$
127,999
Net increases or decreases in net assets resulting from operations 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, yearly comparisons of net increases or decreases in net assets resulting from operations may not be meaningful.
Investment Income
Year Ended December 31,
($ in thousands)
2024
2023
Investment income:
Total interest income
$
211,262
$
219,789
Total dividend income
41,135
36,917
Total fee and other income
16,892
13,401
Total payment-in-kind interest income
15,736
18,128
Interest income from cash
1,144
966
Total investment income
$
286,169
$
289,201
The change in total investment income for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to a decrease in interest income and PIK interest income, partially offset by increased dividends from portfolio companies and joint venture investments and increased fee and other income. The decrease in interest income and PIK interest income is primarily due to the amount of our outstanding debt investments decreasing from $2,187.7 million as of December 31, 2023 to $2,115.6 million as of December 31, 2024, in addition to a decrease in the weighted average yield on the principal amount of our outstanding debt
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investments, other than non-accrual debt investments, from 10.5% as of December 31, 2023 to 10.2% as of December 31, 2024. For the year ended December 31, 2024, dividend income was $41.1 million as compared to $36.9 million for the year ended December 31, 2023. For the year ended December 31, 2024, acceleration of unamortized OID income and unamortized loan origination fees totaled $5.3 million, as compared to $2.5 million for the year ended December 31, 2023.
Operating Expenses
Year Ended December 31,
($ in thousands)
2024
2023
Operating expenses:
Interest and other financing fees
$
85,516
$
84,711
Base management fee
32,404
32,649
Incentive management fees
23,757
32,046
General and administrative expenses
9,832
9,984
Total operating expenses
$
151,509
$
159,390
Interest and Other Financing Fees
Interest and other financing fees during the year ended December 31, 2024 was attributable to borrowings under our senior secured revolving credit facility with ING Capital LLC (as amended, restated and otherwise modified from time to time, 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 year ended December 31, 2023 was 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 year ended December 31, 2024 as compared to the year ended December 31, 2023, was primarily attributable to the interest and financing fees on the February 2029 Notes, which were issued in February 2024, partially offset by lower weighted average borrowings outstanding and a lower weighted average interest rate on the February 2019 Credit Facility. The weighted average interest rate on the interest rate swap related to the February 2029 Notes was 8.3% for the year ended December 31, 2024. For the years ended December 31, 2024 and 2023, the weighted average borrowings outstanding on the February 2019 Credit Facility were $422.4 million and $778.5 million, respectively. The weighted average interest on the February 2019 Credit Facility was 6.0% as of December 31, 2024, as compared to 7.1% as of December 31, 2023.
Base Management Fees
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 Consolidated Financial Statements for additional information regarding the terms of the Barings BDC Advisory Agreement and the fee arrangements thereunder. For the years ended December 31, 2024 and December 31, 2023, the Base Management Fee was approximately $32.4 million and $32.6 million, respectively. The decrease in the Base Management Fee for the year ended December 31, 2024 versus the year ended December 31, 2023 is primarily related to the average value of gross assets used in the calculation decreasing from $2,611.9 million for the year ended December 31, 2023 to $2,592.3 million for the year ended December 31, 2024. The Base Management Fee rate was 1.250% for both the years ended December 31, 2024 and 2023.
Incentive Fee
Under the Barings BDC Advisory Agreement, we pay Barings an incentive fee. A portion of the incentive fee is based on our income and a portion is based on our capital gains. 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 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
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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 Consolidated Financial Statements for additional information regarding the terms of the Barings BDC Advisory Agreement and the fee arrangements thereunder. For the year ended December 31, 2024, the amount of income-based fees incurred was $23.8 million. For the year ended December 31, 2023, the amount of income-based fees incurred was $32.0 million. 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 Fee 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 Consolidated Financial Statements for additional information regarding the terms of the Incentive Fee Cap. The Incentive Fee for both the year ended December 31, 2024 and December 31, 2023 was limited due to the Incentive Fee Cap. The Incentive Fee Cap in 2024 was lower than the Incentive Fee Cap in 2023 as a result of an increase in Cumulative Pre-Incentive Fee Net Return partially offset by a greater increase in incentive fees paid in the trailing twelve quarters (or portion thereof).
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 Consolidated Financial Statements for additional information regarding the Administration Agreement.
For the years ended December 31, 2024 and 2023, the amount of administration expense incurred and invoiced by Barings for expenses was approximately $2.0 million and $2.2 million, respectively. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include fees payable to the members of our board of directors (the “Board”) for their service on the Board, directors’ and officers’ insurance costs, as well as legal and accounting expenses.
Net Realized Gains (Losses)
Net realized gains (losses) during the years ended December 31, 2024 and 2023 were as follows:
Year Ended December 31,
($ in thousands)
2024
2023
Net realized gains (losses):
Non-Control / Non-Affiliate investments
$
(18,749)
$
(59,469)
Affiliate investments
(4,179)
(64)
Control investments
(845)
—
Net realized gains (losses) on investments
(23,773)
(59,533)
Foreign currency transactions
(535)
4,160
Forward currency contracts
(13,804)
(7,377)
Net realized gain (losses)
$
(38,112)
$
(62,750)
For the year ended December 31, 2024, we recognized a net realized loss totaling $38.1 million, which consisted primarily of net losses on our investment portfolio of $23.8 million, a net loss on forward currency contracts of $13.8 million and a net loss on foreign currency transactions of $0.5 million. The net loss on our investment portfolio was primarily comprised of a $17.3 million loss on the restructuring of four investments, a $16.7 million loss on the sale and exit of two investments, which were primarily reclassified from unrealized appreciation, partially offset by a $12.2 million gain on the sale of three investments during the year ended December 31, 2024.
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For the year ended December 31, 2023, we recognized a net realized loss totaling $62.8 million, which
consisted primarily of net losses on our investment portfolio of $59.5 million and a net loss on forward currency contracts of $7.4 million, partially offset by a net gain on foreign currency transactions of $4.2 million. The net loss on our investment portfolio primarily related to the $43.6 million realized loss on the exit of our debt investments in
Custom Alloy Corporation, which was all reclassified from unrealized depreciation during the year ended
December 31, 2023.
Net Unrealized Appreciation (Depreciation)
Net unrealized appreciation (depreciation) during the years ended December 31, 2024 and 2023 was as follows:
Year Ended December 31,
($ in thousands)
2024
2023
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments
$
(5,436)
$
83,134
Affiliate investments
(9,169)
7,260
Control investments
(14,226)
(23,000)
Net unrealized appreciation (depreciation) on investments
(28,831)
67,394
Credit support agreements
5,650
4,714
Foreign currency transactions
9,306
(13,389)
Forward currency contracts
31,082
3,905
Net unrealized appreciation (depreciation)
$
17,207
$
62,624
For the year ended December 31, 2024, we recorded net unrealized appreciation totaling $17.2 million consisting of net unrealized appreciation on forward currency contracts of $31.1 million, net unrealized appreciation reclassification adjustments of $30.0 million related to the net realized losses on the sales / exits and restructuring of certain investments, net unrealized appreciation related to foreign currency transactions of $9.3 million, unrealized appreciation of $3.7 million on the Sierra Credit Support Agreement with Barings and unrealized appreciation of $1.9 million on the MVC Credit Support Agreement with Barings, partially offset by net unrealized depreciation on our current portfolio of $56.6 million, and deferred taxes of $2.3 million. The net unrealized depreciation on our current portfolio of $56.6 million was driven primarily by the credit or fundamental performance of investments of $36.2 million and the impact of foreign currency exchange rates on investments of $23.0 million, partially offset by broad market moves for investments of $2.6 million.
For the year ended December 31, 2023, we recorded net unrealized appreciation totaling $62.6 million consisting of net unrealized appreciation on our current portfolio of $5.6 million, unrealized appreciation of $4.9
million on the MVC Credit Support Agreement with Barings, net unrealized appreciation on forward currency
contracts of $3.9 million, unrealized appreciation reclassification adjustments of $61.0 million related to the net
realized losses on the sales / repayments of certain investments and a deferred tax asset of $0.8 million, net of
unrealized depreciation of $0.2 million on the Sierra Credit Support Agreement with Barings and unrealized
depreciation related to foreign currency transactions of $13.4 million. The net unrealized appreciation on our current
portfolio of $5.6 million was driven primarily by the impact of foreign currency exchange rates on investments of
$22.1 million and broad market moves for investments of $4.4 million, partially offset by the credit or fundamental
performance of investments of $20.9 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 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 Consolidated Financial Statements.
Cash Flows
For the year ended December 31, 2024, we experienced a net increase in cash in the amount of $20.8 million. During that period, our operating activities provided $122.2 million in cash, with proceeds from sales or repayments
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of portfolio investments totaling $641.8 million and other cash collections from investments exceeding purchases of portfolio investments of $637.4 million. In addition, our financing activities used net cash of $101.4 million, consisting of net repayments of the February 2019 Credit Facility of $277.7 million, dividends paid in the amount of $110.1 million and share repurchases of $6.4 million, partially offset by net proceeds of $292.8 million from the issuance of the February 2029 Notes. At December 31, 2024, we had $91.3 million of cash and foreign currencies on hand.
For the year ended December 31, 2023, we experienced a net decrease in cash in the amount of $68.9 million.
During that period, our operating activities provided $76.9 million in cash, consisting primarily of proceeds from
sales or repayments of portfolio investments totaling $593.5 million, partially offset by purchases of portfolio
investments of $614.6 million. In addition, our financing activities used net cash of $145.8 million, consisting of
dividends paid in the amount of $109.0 million, net repayments of the February 2019 Credit Facility of $19.7 million and share repurchases of $14.8 million. At December 31, 2023, we had $70.5 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 total $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 $1.1 billion 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 of the August 2018 Credit Facility on June 30, 2020, Barings BDC Senior Funding I, LLC, our indirect wholly-owned Delaware limited liability company, became a subsidiary guarantor whose 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”). Effective November 5, 2024 we amended the February 2019 Credit Facility to, among other things, (a) extend the revolving period from February 21, 2025 to November 5, 2028; (b) extend the stated maturity date from February 21, 2026 to November 5, 2029; (c) adjust the interest rate charged on the February 2019 Credit Facility from an applicable spread of either 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 to an applicable spread of 1.875% plus a credit spread adjustment of 0.10%; and (d) reduce the total commitments under the facility from $1,065 million to $825 million, of which $100 million has been reallocated from revolving commitments to term loan commitments (the “November 2024 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 0.875% or (ii) the term SOFR plus an applicable spread of 1.875% plus a credit spread adjustment of 0.10%. 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 1.875% or for borrowings denominated in Australian
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dollars, the applicable Australian dollars Screen Rate, plus 2.0875%. 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 0.375% per annum on undrawn amounts of the February 2019 Credit Facility. 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 all amendments to the February 2019 Credit Facility, we incurred financing fees of approximately $10.7 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
As of December 31, 2024, we were in compliance with all covenants under the February 2019 Credit Facility and we had U.S. dollar borrowings of $237.0 million outstanding under the February 2019 Credit Facility with an interest rate of 6.484% (one month SOFR of 4.509%), borrowings denominated in Swedish kronor of 9.8kr million ($0.9 million U.S. dollars) with an interest rate of 4.625% (one month STIBOR of 2.750%), borrowings denominated in British pounds sterling of £55.6 million ($69.6 million U.S. dollars) with an interest rate of 6.608% (one month SONIA of 4.700%) and borrowings denominated in Euros of €126.6 million ($131.1 million U.S. dollars) with an interest rate of 4.938% (one month EURIBOR of 3.063%). 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 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 December 31, 2024, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $438.6 million. See “Note 4. Borrowings” to our 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 was issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 was 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 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,
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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 December 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. 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 December 31, 2024, the fair value of the outstanding August 2025 Notes was $49.5 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 December 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 December 31, 2024, the fair value of the outstanding Series B Notes and the Series C Notes was $61.6 million and $108.3 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 December 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
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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 December 31, 2024, the fair value of the outstanding Series D Notes and the Series E Notes was $77.3 million and $65.4 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, we entered into an Indenture (the “Base Indenture”) and a First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) with U.S. Bank Trust Company, 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 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 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, 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 Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the 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 December 31, 2024, the fair value of the outstanding November 2026 Notes was $329.3 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 $300.0 million in aggregate principal amount of our 7.000% senior
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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 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 December 31, 2024, the fair value of the outstanding February 2029 Notes was $295.6 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 December 31, 2024, the interest rate swap had a fair value of $(4.4) 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.
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Share Repurchase Program
In connection with the completion of the Sierra Merger, we committed to make open-market purchases of shares of our common stock in an aggregate amount of up to $30.0 million at then-current market prices at any time shares trade below 90% of our then most recently disclosed NAV per share. Any repurchases pursuant to the authorized program occurred during the 12-month period commencing on April 1, 2022 and were made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with our covenant and regulatory requirements. During the year ended December 31, 2022, we repurchased the maximum amount of $30.0 million of common stock authorized under the Sierra share repurchase program. In total under the Sierra share repurchase program, we repurchased a total of 3,179,168 shares of common stock in the open market under the authorized program at an average price of $9.44 per share, including broker commissions.
On February 23, 2023, our Board authorized the Prior Share Repurchase Program. Under the Prior Share Repurchase 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 NAV per share. The timing, manner, price and amount of any share repurchases was 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 Prior Share Repurchase Program terminated on March 1, 2024. The Prior Share Repurchase 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 Prior Share Repurchase Program. During the year ended December 31, 2024, we did not repurchase any shares pursuant to the Prior Share Repurchase Program.
On February 22, 2024, our Board authorized a 12-month share repurchase program (the “Share Repurchase Program”). Under the Share Repurchase 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 Share Repurchase 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 Share Repurchase 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 Share Repurchase Program. The Share Repurchase Program may be suspended, extended, modified or discontinued at any time. During the year ended December 31, 2024, we repurchased a total of 658,132 shares of common stock in the open market under the Share Repurchase Program at an average price of $9.79 per share, including brokerage commissions.
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 RIC under 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
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of such dividend is paid in cash (which portion may be as low as 20% of such dividend under published guidance from the IRS) 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 in 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 OID (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the OID 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 OID 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.
Critical Accounting Policies and Use of Estimates
The preparation of our 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 on-going basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently 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. We describe our most significant accounting policies in “Note 1. Organization, Business, Basis of Presentation and Summary of Significant Accounting Policies” to our Consolidated Financial Statements.
Investment Valuation
The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We have a 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 Barings and were approved by the Board.
As of December 31, 2024, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 206% 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
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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. For a discussion of the risks inherent in determining the value of securities for which readily available market values do not exist, see “Risk Factors — Risks Relating to Our Business and Structure — Our investment portfolio is and will continue to be recorded at fair value as determined in accordance with the Adviser’s valuation policies and procedures and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments” included in Item 1A of Part I of this Annual Report on Form 10-K.
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 Barings 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
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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 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 our Consolidated Financial Statements) are investment companies with no readily determinable fair values, the Adviser estimates the fair value of our investments in these entities
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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 OID 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 and Other 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. Other income includes royalty income received in connection with revenue participation rights which is recorded on an accrual basis in accordance with revenue participation right agreements and recognized as investment income over the term of the rights.
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Fee and other income for the years ended December 31, 2024, 2023 and 2022 was as follows:
Year Ended December 31,
($ in thousands)
2024
2023
2022
Recurring Fee and Other Income:
Amortization of loan origination fees
$
6,817
$
6,949
$
5,943
Management, valuation and other fees
1,728
2,261
1,237
Royalty income
$
422
—
—
Total Recurring Fee and Other Income
8,967
9,210
7,180
Non-Recurring Fee and Other Income:
Prepayment fees
847
510
303
Acceleration of unamortized loan origination fees
4,834
1,476
5,595
Advisory, loan amendment and other fees
2,244
2,205
1,845
Total Non-Recurring Fee and Other Income
7,925
4,191
7,743
Total Fee and Other Income
$
16,892
$
13,401
$
14,923
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.
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
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securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including EURIBOR, BBSY, STIBOR, CORRA, 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 have entered into and 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 December 31, 2024, no settings of the London Interbank Offered Rate (“LIBOR”) continue to be published. 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.
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 bilateral amendments, all of these loan agreements have transitioned to an alternative reference rate.
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.
Following a campaign by the U.S. Federal Reserve of raising interest rates to address significant and persistent inflation in order to slow economic growth and reduce price pressure, in September 2024 and December 2024, the U.S. Federal Reserve announced benchmark rate cuts. 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 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 December 31, 2024, approximately $1,881.9 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 December 31, 2024, approximately $738.6 million (principal amount) of our borrowings bore interest at variable rates (approximately 50.5% of our total borrowings as of December 31, 2024) under the February 2019 Credit Facility and the February 2029 Notes. See “Note 4. Borrowings” to our 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.
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Based on our December 31, 2024 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
$
56,457
$
22,158
$
34,299
Up 200 basis points
37,638
14,772
22,866
Up 100 basis points
18,819
7,386
11,433
Down 25 basis points
(4,705)
(1,846)
(2,859)
Down 50 basis points
(9,410)
(3,693)
(5,717)
(1) Excludes the impact of foreign currency exchange.
(2) Excludes the impact of income based fees. See “Note 2. Agreements and Related Party Transactions” in the Notes to our 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 December 31, 2024, we had U.S. dollar borrowings of $237.0 million outstanding under the February 2019 Credit Facility with an interest rate of 6.484% (one month SOFR of 4.509%), borrowings denominated in Swedish kronor of 9.8kr million ($0.9 million U.S. dollars) with an interest rate of 4.625% (one month STIBOR of 2.750%), borrowings denominated in British pounds sterling of £55.6 million ($69.6 million U.S. dollars) with an interest rate of 6.608% (one month SONIA of 4.700%) and borrowings denominated in Euros of €126.6 million ($131.1 million U.S. dollars) with an interest rate of 4.938% (one month EURIBOR of 3.063%).
Unused Commitments
In the normal course of business, we are party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to our portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of December 31, 2024, we believe we have adequate financial resources to satisfy our unfunded commitments. The balance of unused commitments to extend financing as of December 31, 2024 was as follows:
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)
Revolver
827
THG Acquisition, LLC(2)
Delayed Draw Term Loan
2,299
THG Acquisition, LLC(2)
Revolver
1,401
Trintech, Inc.
Revolver
383
TSYL Corporate Buyer, Inc.(2)
Delayed Draw Term Loan
11,751
TSYL Corporate Buyer, Inc.(2)
Revolver
443
UBC Ledgers Holding AB(2)(9)
Delayed Draw Term Loan
234
UHY Advisors, Inc.(2)
Delayed Draw Term Loan
13,247
UHY Advisors, Inc.(2)
Revolver
3,507
Union Bidco Limited(4)
Capex / Acquisition Facility
66
United Therapy Holding III GmbH(2)(3)
Capex / Acquisition Facility
641
Unither (Uniholding)(2)(3)
Delayed Draw Term Loan
449
WEST-NR ACQUISITIONCO, LLC
Delayed Draw Term Loan
12,065
WEST-NR ACQUISITIONCO, LLC
Delayed Draw Term Loan
2,355
Whitcraft Holdings, Inc.(2)
Delayed Draw Term Loan
2,912
Whitcraft Holdings, Inc.(2)
Revolver
893
White Bidco Limited
Delayed Draw Term Loan
515
Woodland Foods, LLC(2)
Line of Credit
1,177
World 50, Inc.
Revolver
973
105
Portfolio Company(1)
($ in thousands)
Investment Type
December 31, 2024
WWEC Holdings III Corp
Revolver
2,484
ZB Holdco LLC(2)
Revolver
338
Total unused commitments to extend financing
$
388,772
(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.
(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 December 31, 2024 and 2023, we had guaranteed €9.9 million ($10.3 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 matures 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 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.
Recent Developments
Subsequent to December 31, 2024, we made approximately $81.3 million of new commitments, of which $49.9 million closed and funded. The $49.9 million of investments consist of $49.8 million of first lien senior secured debt investments, $0.1 million of second lien senior secured debt investments and $18.3 thousand of equity investments. The weighted average yield of the debt investments was 9.5%. In addition, we funded $9.9 million of previously committed revolvers and delayed draw term loans.
On February 20, 2025, 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, 2025, 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, 2026, 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.
On February 20, 2025, the Board declared a quarterly distribution of $0.26 per share payable on March 12, 2025 to holders of record as of March 5, 2025. Additionally, the Board also declared three special dividends totaling $0.15 per share to be paid in three equal installments during the first three quarters of 2025. The first $0.05 per share special dividend will be paid on March 12, 2025, to stockholders of record as of the close of business on March 5, 2025. The second $0.05 per share special dividend will be paid on June 11, 2025, to stockholders of record as of the
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close of business on June 4, 2025. The third $0.05 per share special dividend will be paid on September 10, 2025, to stockholders of record as of the close of business on September 3, 2025.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
See the section entitled “Quantitative and Qualitative Disclosures About Market Risk” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is included in Item 7 of Part II of this Annual Report on Form 10-K and is incorporated by reference herein.
Item 8. Financial Statements and Supplementary Data.
See our Financial Statements included herein and listed in Item 15(a) of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. 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 December 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.
Management’s Report on Internal Control over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management (with the participation of our Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway
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Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.
Our internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 15 of Part III of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended December 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.”
Share Repurchase Program
On February 20, 2025, 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, 2025, 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, 2026, 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.
Fees and Expenses
The following table is being provided to update, as of December 31, 2024, certain information in the Company’s effective shelf registration statement on Form N-2 (File No. 333-282335) that automatically became effective on September 26, 2024. The information is intended to assist you in understanding the fees and expenses that an investor in our common stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this Annual Report on Form 10-K, or any filing under the Securities Act into which this Annual Report on Form 10-K is incorporated by reference, contains a reference to fees or expenses paid by “you”, “us”, or “the Company” or that “we” will pay fees or expenses, our stockholders will indirectly bear such fees or expenses as investors in us.
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Stockholder transaction expenses (as a percentage of offering price):
Sales load
—
%
(1)
Offering expenses
—
%
(2)
Dividend reinvestment plan expenses
None
(3)
Total stockholder transaction expenses
—
%
Annual expenses (as a percentage of net assets attributable to common stock):(4)
Base management fee
2.7
%
(5)
Incentive fees payable under the Barings BDC Advisory Agreement
2.0
%
(6)
Interest payments on borrowed funds
6.5
%
(7)
Other expenses
0.8
%
(8)
Acquired fund fees and expenses
0.9
%
(9)
Total annual expenses
12.9
%
(1) In the event that the securities are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load.
(2) The prospectus supplement corresponding to each offering will disclose the estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price.
(3) The estimated expenses associated with the administration of the dividend reinvestment plan are included in “Other expenses.” See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Distributions to Shareholders” included in Item 7 of Part II of this Annual Report on Form 10-K.
(4) Net assets attributable to common stock equal net assets as of December 31, 2024.
(5) Pursuant to the Barings BDC Advisory Agreement, the base management fee is 1.25% of our average gross assets, including our credit support agreements and assets purchased with borrowed funds or other forms of leverage, but 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. The fee table above shows the base management fee as a percentage of net assets as required by the SEC.
(6) Our incentive fee consists of two parts: (1) a portion based on our pre-incentive fee net investment income (the “Income-Based Fee”) and (2) a portion based on the net capital gains received on our portfolio of securities on a cumulative basis for each calendar year, net of all realized capital losses and all unrealized capital depreciation for that same calendar year (the “Capital Gains Fee”).
i.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” (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 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 our 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 we have not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our 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 Barings in any calendar quarter in which our aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Hurdle Amount;
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B. 100% of our 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 aggregate of our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide Barings with an incentive fee of 20% on all of our Pre-Incentive Fee Net Investment Income when our Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Quarters; and
C. For any quarter in which our 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 our 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 Barings for a particular quarter equals the excess of the aggregate Income-Based Fee so calculated less the aggregate Income-Based Fees that were paid to Barings in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
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 were paid to Barings 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, we will pay no Income-Based Fee to Barings 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, we will pay Barings 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, we will pay Barings 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 our assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on our assets (including, for the avoidance of doubt, the value ascribed to any credit support arrangement in our financial statements even if such value is not categorized as a gain therein), whether realized or unrealized, in such period.
ii. The Capital Gains Fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Barings BDC Advisory Agreement), commencing with the calendar year ended on December 31, 2018, and is calculated at the end of each applicable year by subtracting (A) the sum of our cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (B) our cumulative aggregate 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 the Barings BDC Advisory 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 our 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 our 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 our 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” means the accreted or amortized cost basis of such investment as reflected in our financial statements.
(7) Interest payments on borrowed funds represents our interest expense for the year ended December 31, 2024. At December 31, 2024, the weighted average effective interest rate for total outstanding debt was 5.25%. We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive
110
to doing so. We may also issue preferred stock, subject to our compliance with applicable requirements under the 1940 Act.
(8) “Other expenses” include expenses incurred under the Administration Agreement between us and Barings, Board fees, directors’ and officers’ insurance costs, as well as legal and accounting expenses. The percentage presented in the table reflects actual amounts incurred during the year ended December 31, 2024.
(9) Our stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under section 3(a) of the 1940 Act but for the exceptions to that definition provided for in sections 3(c)(1) and3(c)(7) of the 1940 Act (“Acquired Funds”). This amount includes the estimated annual fees and expenses of Jocassee Partners LLC, our joint venture with South Carolina Retirement Systems Group Trust, Waccamaw River LLC, a limited liability company to which we have fully funded a capital commitment of $25.0 million, and Sierra Senior Loan Strategy JV I LLC, our joint venture with MassMutual Ascend Life Insurance Company, which are our Acquired Funds as of December 31, 2024.
Example
The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that the Company would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the table above.
1 year
3 years
5 years
10 years
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)
$
109
$
308
$
486
$
857
You would pay the following expenses on a $1,000 common stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (and thus subject to the Capital Gains Fee)
$
119
$
333
$
518
$
881
The foregoing tables are to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The incentive fee under the Barings BDC Advisory Agreement, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above in the example where there is no return from net realized capital gains, and thus are not included in such example. Under the Barings BDC Advisory Agreement, no incentive fee would be payable if we have a 5% annual return with no capital gains, however, there would be incentive fees payable in the example where the entire return is derived from realized capital gains. If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, expenses, and returns to investors, would be higher. The example assumes that all dividends and other distributions are reinvested at net asset value. Under certain circumstances, reinvestment of dividends and other distributions under the relevant dividend reinvestment plan may occur at a price per share that differs from net asset value. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.
This example should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a code of ethics, the Global Code of Ethics Policy, which applies to, among others, our executive officers, including our Chief Executive Officer and Chief Financial Officer, as well as Barings’ officers, directors and employees. The Global Code of Ethics Policy is publicly available on our website under “Corporate Governance” at the following URL: https://ir.barings.com/governance-docs.
We will provide any person, without charge, upon request, a copy of our Global Code of Ethics Policy. To receive a copy, please provide a written request to: Barings BDC, Inc., Attn: Chief Compliance Officer, 300 South Tryon Street, Suite 2500, Charlotte, North Carolina, 28202. There have been no material changes to the procedures by which stockholders may recommend nominees to the Board that have been implemented since the date the Company last filed a periodic report with the SEC.
Except as set forth above, the information required by this Item with respect to our directors, executive officers and corporate governance matters is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Our definitive Proxy Statement will be filed with the SEC within 120 days after the date of our fiscal year-end, which was December 31, 2024.
Item 11. Executive Compensation.
The information required by this Item with respect to compensation of executive officers and directors is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Our definitive Proxy Statement will be filed with the SEC within 120 days after the date of our fiscal year-end, which was December 31, 2024.
The Company did not grant awards of stock options, stock appreciation rights or similar option-like instruments during the fiscal year ended December 31, 2024. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item with respect to security ownership of certain beneficial owners and management is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Our definitive Proxy Statement will be filed with the SEC within 120 days after the date of our fiscal year-end, which was December 31, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item with respect to certain relationships and related transactions and director independence is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Our definitive Proxy Statement will be filed with the SEC within 120 days after the date of our fiscal year-end, which was December 31, 2024.
Item 14. Principal Accountant Fees and Services.
The information required by this Item with respect to principal accountant fees and services is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Our definitive Proxy Statement will be filed with the SEC within 120 days after the date of our fiscal year-end, which was December 31, 2024.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this Report:
Schedules that are not listed herein have been omitted because they are not applicable or the information required to be set forth therein is included in the Consolidated Financial Statements or notes thereto.
(3) List of Exhibits
The exhibits required by Item 601 of Regulation S-K, except as otherwise noted, have been filed with previous reports by the Registrant and are herein incorporated by reference.
Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because XBRL tags are embedded within the Inline XBRL document*
Cover Page Interactive Data File (embedded within the Inline XBRL document)*
116
†
Management contract or compensatory plan or arrangement.
*
Filed herewith.
**
Furnished herewith.
^
Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.
(b) Exhibits
See Item 15(a)(3) above.
(c) Financial Statement Schedules
See Item 15(a)(2) above.
117
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: February 20, 2025
BARINGS BDC, INC.
By:
/s/ Eric Lloyd
Name: Eric Lloyd
Title: Chief Executive Officer and Executive Chairman
118
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Eric Lloyd
Chief Executive Officer and Executive Chairman of the Board (Principal Executive Officer)
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Barings BDC, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Barings BDC, Inc. and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of securities owned as of December 31, 2024 and 2023, by correspondence with the custodians, agent banks, the underlying investee or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Accompanying Supplemental Information
We have also previously audited, in accordance with the standards of the PCAOB, the consolidated balance sheets of the Company, including the consolidated schedules of investments, as of December 31, 2022 and 2021 and 2020, and the related consolidated statements of operations, changes in net assets, and cash flows for the years ended December 31, 2021 and 2020 (none of which is presented herein), and we expressed unqualified opinions on those consolidated financial statements.The senior securities information included in Part II, Item 5 of the Annual Report on Form 10-K of the Company as of December 31, 2024, under the caption “Senior Securities” (the Senior
F-1
Securities Table), has been subjected to audit procedures performed in conjunction with the audit of the Company’s respective consolidated financial statements. The Senior Securities Table is the responsibility of the Company’s management. Our audit procedures included determining whether the Senior Securities Table reconciles to the respective consolidated financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the Senior Securities Table. In forming our opinion on the Senior Securities Table, we evaluated whether the Senior Securities Table, including its form and content, is presented in conformity with the instructions to Form N-2. In our opinion, the Senior Securities Table is fairly stated, in all material respects, in relation to the respective consolidated financial statements as a whole.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the fair value of investments
As discussed in Notes 1 and 3 to the consolidated financial statements, the Company measures its investments at fair value. In determining the fair value of investments that are not publicly traded and whose market quotations are not readily available, the Company makes subjective judgments and estimates using unobservable inputs that are significant to the fair value measurement (“Level 3 investments”).
We identified the assessment of the fair value of the majority of the Level 3 investments which utilize a yield analysis or a market approach valuation model as a critical audit matter. The evaluation of certain assumptions used to estimate the fair value of such Level 3 investments involved a high degree of auditor judgment and specialized skills and knowledge. Specifically, assessing the market yields for investments with similar terms and credit risks used in an income approach and the selection of comparable companies and financial performance multiples of such comparable companies used in a market approach required subjective auditor judgment as changes in these assumptions could have a significant impact on the estimate of the fair value of investments.
The following are the procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the process to measure the fair value of Level 3 investments, including controls related to the determination of market yields, credit risk, selection of comparable companies, and financial performance multiple assumptions. We evaluated the Company’s ability to estimate fair value by comparing prior period fair values for a selection of investments to transaction prices of transactions occurring subsequent to the valuation date. We involved valuation professionals with specialized skills and
F-2
knowledge who, for a selection of the Company’s investments, assisted in evaluating the Company’s estimate of fair value by developing:
•a market yield, for investments fair valued using an income approach, by assessing available market information, such as market yields of comparable companies of similar credit risk
•a market multiple, for investments fair valued using a market approach, by assessing market information from third-party sources, including financial performance multiples of comparable companies
•estimates of fair value for the selected investments and comparing the results to the Company’s fair value estimates.
We have served as the Company’s auditor since 2020.
/s/ KPMG LLP
Boston, Massachusetts
February 20, 2025
F-3
Barings BDC, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
December 31,
2024
2023
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $2,033,716 and $2,053,548 as of December 31, 2024 and 2023, respectively)
$
1,972,373
$
1,995,372
Affiliate investments (cost of $382,848 and $378,865 as of December 31, 2024 and 2023, respectively)
397,236
402,423
Control investments (cost of $106,132 and $103,163 as of December 31, 2024 and 2023, respectively)
79,663
90,920
Total investments at fair value
2,449,272
2,488,715
Cash (restricted cash of $13,493 and $0 as of December 31, 2024 and 2023, respectively)
74,381
57,187
Foreign currencies (cost of $17,343 and $13,023 as of December 31, 2024 and 2023, respectively)
16,958
13,341
Interest and fees receivable
39,914
51,598
Prepaid expenses and other assets
1,745
3,564
Credit support agreements (cost of $58,000 as of both December 31, 2024 and 2023)
63,450
57,800
Derivative assets
24,816
1
Deferred financing fees
8,697
3,948
Receivable from unsettled transactions
16,427
1,299
Total assets
$
2,695,660
$
2,677,453
Liabilities:
Accounts payable and accrued liabilities
$
5,567
$
2,950
Interest payable
16,245
8,450
Administrative fees payable
540
536
Base management fees payable
7,888
8,347
Incentive management fees payable
7,871
7,737
Derivative liabilities
9,394
11,265
Payable from unsettled transactions
7,380
1,112
Borrowings under credit facilities
438,590
719,914
Notes payable (net of deferred financing fees)
1,011,831
720,583
Total liabilities
1,505,306
1,480,894
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (150,000,000 shares authorized, 105,408,938 and 106,067,070 shares issued and outstanding as of December 31, 2024 and 2023, respectively)
105
106
Additional paid-in capital
1,846,977
1,854,457
Total distributable earnings (loss)
(656,728)
(658,004)
Total net assets
1,190,354
1,196,559
Total liabilities and net assets
$
2,695,660
$
2,677,453
Net asset value per share
$
11.29
$
11.28
See accompanying notes.
F-4
Barings BDC, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share data)
Year Ended December 31,
2024
2023
2022
Investment income:
Interest income:
Non-Control / Non-Affiliate investments
$
207,288
$
216,326
$
158,927
Affiliate investments
3,579
2,175
1,218
Control investments
395
1,288
1,343
Total interest income
211,262
219,789
161,488
Dividend income:
Non-Control / Non-Affiliate investments
6,174
3,983
2,122
Affiliate investments
34,961
32,934
28,082
Total dividend income
41,135
36,917
30,204
Fee and other income:
Non-Control / Non-Affiliate investments
16,484
12,951
15,606
Affiliate investments
352
337
141
Control investments
56
113
(824)
Total fee and other income
16,892
13,401
14,923
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments
12,861
15,280
10,280
Affiliate investments
713
936
564
Control investments
2,162
1,912
1,278
Total payment-in-kind interest income
15,736
18,128
12,122
Interest income from cash
1,144
966
392
Total investment income
286,169
289,201
219,129
Operating expenses:
Interest and other financing fees
85,516
84,711
56,865
Base management fee (Note 2)
32,404
32,649
29,501
Incentive management fees (Note 2)
23,757
32,046
6,579
General and administrative expenses (Note 2)
9,832
9,984
9,917
Total operating expenses
151,509
159,390
102,862
Net investment income before taxes
134,660
129,811
116,267
Income taxes, including excise tax expense
3,466
1,686
611
Net investment income after taxes
$
131,194
$
128,125
$
115,656
F-5
Barings BDC, Inc. Consolidated Statements of Operations - (Continued) (in thousands, except share and per share data)
Year Ended December 31,
2024
2023
2022
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
$
(18,749)
$
(59,469)
$
(16,580)
Affiliate investments
(4,179)
(64)
101
Control investments
(845)
—
(722)
Net realized gains (losses) on investments
(23,773)
(59,533)
(17,201)
Distributions of realized gains by controlled investment companies
—
—
6,181
Foreign currency transactions
(535)
4,160
(1,259)
Forward currency contracts
(13,804)
(7,377)
25,140
Net realized gains (losses)
(38,112)
(62,750)
12,861
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments
(5,436)
83,134
(132,771)
Affiliate investments
(9,169)
7,260
(916)
Control investments
(14,226)
(23,000)
9,498
Net unrealized appreciation (depreciation) on investments
(28,831)
67,394
(124,189)
Credit support agreements
5,650
4,714
(6,714)
Foreign currency transactions
9,306
(13,389)
22,812
Forward currency contracts
31,082
3,905
(14,950)
Net unrealized appreciation (depreciation)
17,207
62,624
(123,041)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements, foreign currency transactions and forward currency contracts
(20,905)
(126)
(110,180)
Benefit from (provision for) taxes
—
—
(795)
Net increase (decrease) in net assets resulting from operations
$
110,289
$
127,999
$
4,681
Net investment income per share — basic and diluted
$
1.24
$
1.20
$
1.12
Net increase (decrease) in net assets resulting from operations per share — basic and diluted
$
1.04
$
1.20
$
0.05
Dividends / distributions per share:
Total dividends / distributions per share
$
1.04
$
1.02
$
0.95
Weighted average number of shares outstanding — basic and diluted
105,793,123
107,040,677
102,911,986
See accompanying notes.
F-6
Barings BDC, Inc.
Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
Common Stock
Additional Paid-In Capital
Total Distributable Earnings (Loss)
Number of Shares
Par Value
Total Net Assets
Balance, January 1, 2022
65,316,085
$
65
$
1,027,687
$
(285,821)
$
741,931
Net investment income
—
—
—
115,656
115,656
Net realized gain on investments / foreign currency transactions / forward currency contracts
—
—
—
12,861
12,861
Net unrealized depreciation on investments / CSAs / foreign currency transactions / forward currency contracts
—
—
—
(123,041)
(123,041)
Provision for taxes
—
—
—
(795)
(795)
Return of capital, merger and other tax related adjustments
—
—
288,888
(288,888)
—
Distributions of net investment income
—
—
—
(93,726)
(93,726)
Deemed contribution — from Adviser (See Note 9)
—
—
72,130
—
72,130
Issuance of common stock in connection with acquisition of Sierra
45,986,926
46
499,372
—
499,418
Purchase of shares in repurchase plan
(3,386,845)
(3)
(32,102)
—
(32,105)
Balance, December 31, 2022
107,916,166
$
108
$
1,855,975
$
(663,754)
$
1,192,329
Net investment income
—
—
—
128,125
128,125
Net realized loss on investments / foreign currency transactions / forward currency contracts
—
—
—
(62,750)
(62,750)
Net unrealized appreciation on investments / CSAs / foreign currency transactions / forward currency contracts
—
—
—
62,624
62,624
Benefit for taxes
—
—
—
—
—
Return of capital, merger and other tax related adjustments
—
—
13,252
(13,252)
—
Distributions of net investment income
—
—
—
(108,997)
(108,997)
Purchase of shares in repurchase plan
(1,849,096)
(2)
(14,770)
—
(14,772)
Balance, December 31, 2023
106,067,070
$
106
$
1,854,457
$
(658,004)
$
1,196,559
Net investment income
—
—
—
131,194
131,194
Net realized loss on investments / foreign currency transactions / forward currency contracts
—
—
—
(38,112)
(38,112)
Net unrealized appreciation on investments / CSAs / foreign currency transactions / forward currency contracts
—
—
—
17,207
17,207
Return of capital and other tax related adjustments
—
—
(1,039)
1,039
—
Distributions of net investment income
—
—
—
(110,052)
(110,052)
Purchase of shares in repurchase plan
(658,132)
(1)
(6,441)
—
(6,442)
Balance, December 31, 2024
105,408,938
$
105
$
1,846,977
$
(656,728)
$
1,190,354
See accompanying notes.
F-7
Barings BDC, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations
$
110,289
$
127,999
$
4,681
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
(637,440)
(614,648)
(1,162,247)
Net cash acquired from Sierra merger (cash consideration paid) (See Note 9)
—
—
101,896
Transaction costs from Sierra merger (See Note 9)
—
—
(8,127)
Repayments received / sales of portfolio investments
641,752
593,505
1,041,370
Loan origination and other fees received
8,694
8,286
20,120
Net realized (gain) loss on investments
23,773
59,533
11,020
Net realized (gain) loss on foreign currency transactions
535
(4,160)
1,259
Net realized (gain) loss on forward currency contracts
13,804
7,377
(25,140)
Net unrealized (appreciation) depreciation on investments
28,831
(67,394)
124,189
Net unrealized (appreciation) depreciation of CSAs
(5,650)
(4,714)
6,714
Net unrealized (appreciation) depreciation on foreign currency transactions
(9,306)
13,389
(22,812)
Net unrealized (appreciation) depreciation on forward currency contracts
(31,082)
(3,905)
14,950
Payment-in-kind interest / dividends
(18,245)
(26,540)
(12,307)
Amortization of deferred financing fees
4,684
3,285
3,053
Accretion of loan origination and other fees
(11,651)
(8,425)
(11,538)
Amortization / accretion of purchased loan premium / discount
(1,092)
(1,895)
(2,322)
Payments for derivative contracts
(24,075)
(21,742)
(5,628)
Proceeds from derivative contracts
10,271
14,365
30,768
Changes in operating assets and liabilities:
Interest and fees receivable
8,417
(6,431)
(14,597)
Prepaid expenses and other assets
(203)
(462)
(3,214)
Accounts payable and accrued liabilities
2,048
8,710
(7,756)
Interest payable
7,807
811
1,935
Net cash provided by (used in) operating activities
122,161
76,944
86,267
Cash flows from financing activities:
Borrowings under credit facilities
206,500
93,447
244,657
Repayments of credit facilities
(477,568)
(113,105)
(148,061)
Proceeds from notes
300,000
—
—
Financing fees paid
(13,788)
(2,404)
(1,870)
Purchases of shares in repurchase plan
(6,442)
(14,772)
(32,105)
Cash dividends / distributions paid
(110,052)
(108,997)
(93,726)
Net cash provided by (used in) financing activities
(101,350)
(145,831)
(31,105)
Net increase (decrease) in cash and foreign currencies
20,811
(68,887)
55,162
Cash and foreign currencies, beginning of period
70,528
139,415
84,253
Cash and foreign currencies, end of period
$
91,339
$
70,528
$
139,415
F-8
Barings BDC, Inc.
Consolidated Statements of Cash Flows - (Continued)
Subtotal Banking, Finance, Insurance, & Real Estate (1.2%)*
14,636
14,542
14,636
Chemicals, Plastics, & Rubber
Celebration Bidco, LLC
First Lien Senior Secured Term Loan
SOFR + 8.00%, 12.6% PIK
12/23
12/30
6,414
6,414
6,414
0.5
%
(7)(13)
Subtotal Chemicals, Plastics, & Rubber (0.5%)*
6,414
6,414
6,414
Hotel, Gaming, & Leisure
Coastal Marina Holdings, LLC
Subordinated Term Loan
8.0% Cash
11/21
11/31
16,620
15,690
15,770
1.3
%
(7)
Coastal Marina Holdings, LLC
Subordinated Term Loan
8.0% Cash
11/21
11/31
7,662
7,322
7,271
0.6
%
(7)
Subtotal Hotel, Gaming, & Leisure (1.9%)*
24,282
23,012
23,041
Subtotal Debt Investments (3.9%)*
48,918
47,554
47,677
Portfolio Company(6)
Investment Type(1)(2)
Interest
Acq. Date
Maturity Date
Units / Shares
Cost
Fair Value
% of Net Assets *
Notes
Equity Investments
Aerospace & Defense
Skyvault Holdings LLC
LLC Units
11/24
1,195,449.6
$
1,195
$
1,195
0.1
%
(7)(29)
Subtotal Aerospace & Defense (0.1%)*
1,195
1,195
Banking, Finance, Insurance, & Real Estate
Eclipse Business Capital, LLC
LLC Units
07/21
89,447,396
93,029
136,855
11.5
%
(7)
Rocade Holdings LLC
Common LP Units
02/23
23.8
—
243
—
%
(7)(29)
Rocade Holdings LLC
Preferred LP Units
SOFR + 6.00% PIK, 10.3% PIK
02/23
71,000
82,989
83,000
7.0
%
(7)(13)(30)
Subtotal Banking, Finance, Insurance, & Real Estate (18.5%)*
176,018
220,098
F-29
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2024
(Amounts in thousands, except unit/share amounts)
Portfolio Company(6)
Investment Type(1)(2)
Interest
Acq. Date
Maturity Date
Units / Shares
Cost
Fair Value
% of Net Assets *
Notes
Chemicals, Plastics, & Rubber
Celebration Bidco, LLC
Common Stock
12/23
1,243,071
$
12,177
$
11,262
0.9
%
(7)(29)
Subtotal Chemicals, Plastics, & Rubber (0.9%)*
12,177
11,262
Hotel, Gaming, & Leisure
Coastal Marina Holdings, LLC
LLC Units
11/21
3,518,097
16,495
16,852
1.4
%
(7)(29)
Subtotal Hotel, Gaming, & Leisure (1.4%)*
16,495
16,852
Investment Funds & Vehicles
Jocassee Partners LLC
9.1% Member Interest
06/19
35,158
40,761
3.4
%
(3)(30)(32)
Sierra Senior Loan Strategy JV I LLC
89.01% Member Interest
02/22
48,441
41,453
3.5
%
(3)(28)(32)
Thompson Rivers LLC
16% Member Interest
06/20
22,897
7,208
0.6
%
(29)(32)
Waccamaw River LLC
20% Member Interest
02/21
22,913
10,730
0.9
%
(3)(32)
Subtotal Investment Funds & Vehicles (8.4%)*
129,409
100,152
Subtotal Equity Investments (29.3%)*
335,294
349,559
Subtotal Affiliate Investments (33.4%)*
382,848
397,236
Portfolio Company(6)
Investment Type(1)(2)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
Control Investments:(5)
Debt Investments
Capital Equipment
Security Holdings B.V.
Bridge Loan
5.0% PIK
12/20
06/26
$
6,655
$
6,655
$
6,655
0.6
%
(3)(7)(27)
Security Holdings B.V.
Revolver
6.0% Cash
09/23
06/25
5,333
5,650
5,333
0.4
%
(3)(7)(27)(30)
Security Holdings B.V.
Senior Unsecured Term Loan
6.0% Cash, 9.0% PIK
04/21
04/25
2,293
2,526
2,293
0.2
%
(3)(7)(27)
Security Holdings B.V.
Senior Subordinated Term Loan
3.1% PIK
12/20
06/26
11,191
11,191
11,191
0.9
%
(3)(7)(27)
Subtotal Capital Equipment (2.1%)*
25,472
26,022
25,472
Hotel, Gaming, & Leisure
Black Angus Steakhouses, LLC
First Lien Senior Secured Term Loan
10.0% PIK
02/22
01/25
39,067
9,628
—
—
%
(7)(26)(28)
Black Angus Steakhouses, LLC
First Lien Senior Secured Term Loan
14.4% PIK
02/22
01/25
8,280
8,091
2,744
0.2
%
(7)(8)(12)(26)(28)
Subtotal Hotel, Gaming, & Leisure (0.2%)*
47,347
17,719
2,744
Subtotal Debt Investments (2.3%)*
72,819
43,741
28,216
Portfolio Company(6)
Investment Type(1)(2)
Interest
Acq. Date
Maturity Date
Units / Shares
Cost
Fair Value
% of Net Assets *
Notes
Equity Investments
Automotive
MVC Automotive Group GmbH
Common Equity Interest
12/20
18,000
$
19,173
$
13,741
1.2
%
(3)(7)(27)(29)
Subtotal Automotive (1.2%)*
19,173
13,741
Capital Equipment
Security Holdings B.V.
Common Stock Series A
02/22
17,100
560
399
—
%
(3)(7)(27)(29)
Security Holdings B.V.
Common Stock Series B
12/20
1,236
35,192
37,296
3.1
%
(3)(7)(27)(29)
Subtotal Capital Equipment (3.2%)*
35,752
37,695
Hotel, Gaming, & Leisure
Black Angus Steakhouses, LLC
LLC Units
02/22
44.6
—
—
—
%
(7)(28)(29)
Subtotal Hotel, Gaming, & Leisure (—%)*
—
—
Investment Funds & Vehicles
MVC Private Equity Fund LP
General Partnership Interest
03/21
1,831.4
184
—
—
%
(3)(27)(29)
F-30
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2024
(Amounts in thousands, except unit/share amounts)
Portfolio Company(6)
Investment Type(1)(2)
Interest
Acq. Date
Maturity Date
Principal Amount
Cost
Fair Value
% of Net Assets *
Notes
MVC Private Equity Fund LP
Limited Partnership Interest
03/21
71,790.4
$
7,282
$
11
—
%
(3)(27)(29)
Subtotal Investment Funds & Vehicles (—%)*
7,466
11
Subtotal Equity Investments (4.4%)*
62,391
51,447
Subtotal Control Investments (6.7%)*
106,132
79,663
Total Investments, December 31, 2024 (205.8%)*
$
2,522,696
$
2,449,272
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 4)
7.00%
SOFR + 3.1475%
2/15/2029
$
300,000
$(4,396)
February 2029 Notes
$
(4,396)
Total Interest Rate Swaps, December 31, 2024
$
(4,396)
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
$
19,250
$
5,650
Sierra Credit Support Agreement(e)(f)(g)
Barings LLC
04/01/32
100,000
44,200
(200)
Total Credit Support Agreements, December 31, 2024
$
123,000
$
63,450
$
5,450
(a) The MVC Credit Support Agreement 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 1 – Organization, Business, Basis of Presentation and Summary of Significant Accounting Policies”) 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 (27).
(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 covers all of the investments acquired by the Company from Sierra Income Corporation (“Sierra”) in connection with the Sierra Merger (as defined in “Note 1 – Organization, Business, Basis of Presentation and Summary of Significant Accounting Policies”) 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 (28).
(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.
F-31
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2024
(Amounts in thousands, except unit/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$7,000
$4,519
BNP Paribas SA
01/08/25
$
(185)
Foreign currency forward contract (AUD)
A$64,484
$41,090
HSBC Bank USA
01/08/25
(1,164)
Foreign currency forward contract (AUD)
A$8,000
$5,010
BNP Paribas SA
04/07/25
(56)
Foreign currency forward contract (AUD)
$954
A$1,478
Bank of America, N.A.
01/08/25
39
Foreign currency forward contract (AUD)
$965
A$1,411
BNP Paribas SA
01/08/25
92
Foreign currency forward contract (AUD)
$46,948
A$68,596
HSBC Bank USA
01/08/25
4,477
Foreign currency forward contract (AUD)
$41,247
A$64,724
HSBC Bank USA
04/07/25
1,167
Foreign currency forward contract (CAD)
C$8,709
$6,161
HSBC Bank USA
01/08/25
(105)
Foreign currency forward contract (CAD)
C$7,000
$4,896
HSBC Bank USA
04/07/25
(11)
Foreign currency forward contract (CAD)
$6,461
C$8,709
BNP Paribas SA
01/08/25
404
Foreign currency forward contract (CAD)
$72
C$103
BNP Paribas SA
04/07/25
—
Foreign currency forward contract (CAD)
$6,326
C$8,913
HSBC Bank USA
04/07/25
107
Foreign currency forward contract (DKK)
2,570kr.
$362
BNP Paribas SA
01/08/25
(5)
Foreign currency forward contract (DKK)
$385
2,570kr.
HSBC Bank USA
01/08/25
28
Foreign currency forward contract (DKK)
$370
2,615kr.
BNP Paribas SA
04/07/25
5
Foreign currency forward contract (EUR)
€4,658
$4,921
BNP Paribas SA
01/08/25
(96)
Foreign currency forward contract (EUR)
€95,436
$100,299
HSBC Bank USA
01/08/25
(1,455)
Foreign currency forward contract (EUR)
$111,003
€99,494
BNP Paribas SA
01/08/25
7,955
Foreign currency forward contract (EUR)
$671
€600
HSBC Bank USA
01/08/25
50
Foreign currency forward contract (EUR)
$100,856
€95,570
HSBC Bank USA
04/07/25
1,467
Foreign currency forward contract (NZD)
NZ$15,538
$9,003
HSBC Bank USA
01/08/25
(297)
Foreign currency forward contract (NZD)
$198
NZ$312
Bank of America, N.A.
01/08/25
23
Foreign currency forward contract (NZD)
$9,538
NZ$15,226
HSBC Bank USA
01/08/25
1,007
Foreign currency forward contract (NZD)
$9,187
NZ$15,840
HSBC Bank USA
04/07/25
302
Foreign currency forward contract (NOK)
45,770kr
$4,104
HSBC Bank USA
01/08/25
(75)
Foreign currency forward contract (NOK)
$83
921kr
Bank of America, N.A.
01/08/25
2
Foreign currency forward contract (NOK)
$4,273
44,849kr
HSBC Bank USA
01/08/25
325
Foreign currency forward contract (NOK)
$4,132
46,087kr
HSBC Bank USA
04/07/25
75
Foreign currency forward contract (GBP)
£5,800
$7,272
Bank of America, N.A.
01/08/25
(8)
Foreign currency forward contract (GBP)
£59,563
$75,949
BNP Paribas SA
01/08/25
(1,356)
Foreign currency forward contract (GBP)
$1,789
£1,382
Bank of America, N.A.
01/08/25
59
Foreign currency forward contract (GBP)
$85,174
£63,981
HSBC Bank USA
01/08/25
5,047
Foreign currency forward contract (GBP)
$75,962
£59,607
BNP Paribas SA
04/07/25
1,363
Foreign currency forward contract (SEK)
16,492kr
$1,505
HSBC Bank USA
01/08/25
(12)
Foreign currency forward contract (SEK)
$34
339kr
Bank of America, N.A.
01/08/25
3
Foreign currency forward contract (SEK)
$1,593
16,153kr
HSBC Bank USA
01/08/25
130
Foreign currency forward contract (SEK)
$1,541
16,805kr
HSBC Bank USA
04/07/25
12
Foreign currency forward contract (CHF)
5,622Fr.
$6,378
HSBC Bank USA
01/08/25
(173)
Foreign currency forward contract (CHF)
$6,706
5,622Fr.
Bank of America, N.A.
01/08/25
502
Foreign currency forward contract (CHF)
$6,511
5,685Fr.
HSBC Bank USA
04/07/25
175
Total Foreign Currency Forward Contracts, December 31, 2024
$
19,818
* 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 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 Overnight Repo Rate Average (“CORRA”), 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 resets 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
F-32
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2024
(Amounts in thousands, except unit/share amounts)
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, 2024 represented 205.8% 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 26.1% of total investments at fair value as of December 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 December 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)
December 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%, 12.6% PIK)
$
6,214
$
200
$
—
$
—
$
—
$
6,414
$
837
Common Stock (1,243,071 shares)
12,177
—
—
—
(915)
11,262
—
18,391
200
—
—
(915)
17,676
837
Coastal Marina Holdings, LLC(d)
Subordinated Term Loan
(8.0% Cash)
15,649
95
—
—
26
15,770
1,428
Subordinated Term Loan
(8.0% Cash)
6,868
403
—
—
—
7,271
711
LLC Units (3,518,097 units)
12,160
5,551
—
—
(859)
16,852
—
34,677
6,049
—
—
(833)
39,893
2,139
Eclipse Business Capital, LLC(d)
Revolver (SOFR + 7.25%, 11.9% Cash)
5,545
27,656
(23,091)
—
(19)
10,091
817
Second Lien Senior Secured Term Loan (7.5% Cash)
4,545
6
—
—
(6)
4,545
323
LLC units (89,447,396 units)
145,799
66
—
—
(9,010)
136,855
14,894
155,889
27,728
(23,091)
—
(9,035)
151,491
16,034
Hylan Datacom & Electrical LLC(d)
First Lien Senior Secured Term Loan (SOFR + 8.00%, 13.4% Cash)
3,917
172
(3,917)
—
(172)
—
311
Second Lien Senior Secured Term Loan (SOFR + 3.00%, 8.5% Cash)
Consolidated Schedule of Investments — (Continued)
December 31, 2024
(Amounts in thousands, except unit/share amounts)
December 31, 2023 Value
Gross Additions (a)
Gross Reductions (b)
Amount of Realized Gain (Loss)
Amount of Unrealized Gain (Loss)
December 31, 2024 Value
Amount of Interest or Dividends Credited to Income(c)
Portfolio Company
Type of Investment
Waccamaw River LLC
20% Member Interest
15,470
—
(2,087)
—
(2,653)
10,730
3,535
15,470
—
(2,087)
—
(2,653)
10,730
3,535
Total Affiliate Investments
$
402,423
$
51,189
$
(43,028)
$
(4,179)
$
(9,169)
$
397,236
$
39,605
(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 total 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, 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)
December 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)(e)
$
7,166
$
1,114
$
—
$
—
$
(5,536)
$
2,744
$
1,028
First Lien Senior Secured Term Loan (10.0% PIK)(e)
4,869
—
—
—
(4,869)
—
—
LLC Units (44.6 units)
—
—
—
—
—
—
—
12,035
1,114
—
—
(10,405)
2,744
1,028
MVC Automotive Group GmbH(d)
Bridge Loan (4.5% Cash, 1.5% PIK)
9,762
720
(9,620)
(862)
—
—
495
Common Equity Interest (18,000 Shares)
15,430
9,620
—
—
(11,309)
13,741
—
25,192
10,340
(9,620)
(862)
(11,309)
13,741
495
MVC Private Equity Fund LP
General Partnership Interest
(1,831.4 units)
24
—
(17)
—
(7)
—
48
Limited Partnership Interest
(71,790.4 units)
981
—
(678)
—
(292)
11
—
1,005
—
(695)
—
(299)
11
48
Security Holdings B.V(d)
Bridge Loan (5.0% PIK)
6,328
327
—
—
—
6,655
326
Revolver (6.0% Cash)
3,866
1,828
(12)
17
(366)
5,333
188
Senior Subordinated Term Loan (3.1% PIK)
10,867
324
—
—
—
11,191
273
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK)
2,236
208
—
—
(151)
2,293
255
Common Stock Series A (17,100 shares)
311
—
—
—
88
399
—
Common Stock Series B (1,236 shares)
29,080
—
—
—
8,216
37,296
—
52,688
2,687
(12)
17
7,787
63,167
1,042
Total Control Investments
$
90,920
$
14,141
$
(10,327)
$
(845)
$
(14,226)
$
79,663
$
2,613
(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 total 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 $0.8 billion 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”).
F-34
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2024
(Amounts in thousands, except unit/share amounts)
(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, 2024 was 2.84500%.
(10)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2024 was 2.71400%.
(11)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2024 was 2.56800%.
(12)The interest rate on these loans is subject to 1 Month SOFR, which as of December 31, 2024 was 4.33249%.
(13)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2024 was 4.30510%.
(14)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2024 was 4.25001%.
(15)The interest rate on these loans is subject to 1 Month SONIA, which as of December 31, 2024 was 4.71030%.
(16)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2024 was 4.62330%.
(17)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2024 was 4.56370%.
(18)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2024 was 4.32250%.
(19)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2024 was 4.41630%.
(20)The interest rate on these loans is subject to 6 Month BBSY, which as of December 31, 2024 was 4.49250%.
(21)The interest rate on these loans is subject to 3 Month CORRA, which as of December 31, 2024 was 3.15158%.
(22)The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2024 was 2.54200%.
(23)The interest rate on these loans is subject to 3 Month BKBM, which as of December 31, 2024 was 4.27000%.
(24)The interest rate on these loans is subject to 6 Month SARON, which as of December 31, 2024 was 1.01720%.
(25)The interest rate on these loans is subject to 1 Month NIBOR, which as of December 31, 2024 was 4.61000%.
(26)Non-accrual investment.
(27)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.
(28)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.
(29)Investment is non-income producing.
(30)Position or portion thereof is an unfunded loan or equity commitment.
(31)PIK non-accrual investment.
(32)Portfolio company does not issue shares or units, member interest is based on commitments.
See accompanying notes.
F-35
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
F-36
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
F-37
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
F-38
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
F-39
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
F-40
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
F-41
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
F-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
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 & 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
F-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
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
F-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
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
F-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
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
F-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
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
F-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
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
F-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
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
F-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
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
F-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
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
F-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
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
F-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
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
F-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
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
F-54
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)