2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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, 2020.
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.
−Removed: 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.
+Added: Because of these and other inherent limitations of
+Added: 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
8 unchanged sentences
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.
−Removed: 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
−Removed: Control — Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: 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 Commission.
Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2020.
−Removed: Our internal control over financial reporting as of December 31, 2019 has been audited by Ernst & Young 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
1 unchanged sentence
Other Information.
−Removed: On February 21, 2020, BSF entered into the Second Amendment Agreement (the "Amendment") with Bank of America, N.A., a national banking association (the “Bank”), amending the August 2018 Credit Facility.
−Removed: The Amendment extends the maturity date of the 2018 Credit Facility from August 3, 2020 to August 3, 2021.
−Removed: The other material terms and conditions of the August 2018 Credit Facility remain unchanged.
−Removed: The foregoing description is only a summary of the material provisions of the Amendment, does not purport to be complete and is qualified in its entirety by reference to a copy of the Amendment, which is filed as Exhibit 10.19 to this Annual Report on Form 10-K and is incorporated herein by reference.
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance.
26 unchanged sentences
Financial Statements:
−Removed: Reports of Independent Registered Public Accounting Firm
+Added: Report s of Independent Registered Public Accounting Firm s
Consolidated Balance Sheets as of December 31, 2020 and 2019
9 unchanged sentences
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.
+Added: Number Exhibit
2.1 Asset Purchase Agreement, dated April 3, 2018, by and between the Registrant and BSP Asset Acquisition I, LLC (Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2018 and incorporated herein by reference).
2.2 Stock Purchase and Transaction Agreement, dated April 3, 2018, by and between the Registrant and Barings LLC (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2018 and incorporated herein by reference).
+Added: 2.3 Agreement and Plan of Merger, by and among Barings BDC, Inc., MVC Capital, Inc., Mustang Acquisition Sub, Inc., and Barings LLC, dated as of August 10, 2020 (Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2020 and incorporated herein by reference).
3.1 Form of Articles of Amendment and Restatement of the Registrant (Filed as Exhibit (a)(3) to the Registrant's Pre-Effective Amendment No.
4 unchanged sentences
3.4 Articles Supplementary (Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
+Added: Number Exhibit
+Added: 3.5 Amended and Restated Limited Liability Company Agreement of Barings BDC Senior Funding I, LLC Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2018 and incorporated herein by reference)
4.1 Form of Common Stock Certificate (Filed as Exhibit (d) to the Registrant's Post-Effective Amendment No.
4 unchanged sentences
4.3 Agreement to Furnish Certain Instruments (Filed as Exhibit 4.19 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on February 25, 2009 and incorporated herein by reference).
−Removed: Description of Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934*
−Removed: Investment Advisory Agreement, dated August 2, 2018 by and between Triangle Capital Corporation and Barings LLC (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
+Added: 4.4 Description of Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed as Exhibit 4.4 to the Registrant’s Current Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on February 27, 2020 and incorporated herein by reference).
+Added: 10.1 Amended and Restated Investment Advisory Agreement, dated December 23, 2020 by and between Barings BDC, Inc.
+Added: and Barings LLC (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2020 and incorporated herein by reference).
10.2 Administration Agreement, dated August 2, 2018 by and between Triangle Capital Corporation and Barings LLC (Filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
1 unchanged sentence
10.4 Master Custodian Agreement, dated August 2, 2018, between the Company and State Street Bank and Trust Company (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2018 and incorporated herein by reference).
−Removed: Amended and Restated Credit Agreement, dated December 13, 2018, among Barings BDC Senior Funding I, LLC, as borrower, the lender parties thereto, Bank of America N.A., as administrative agent, the other lender parties thereto, and Bank of America Merrill Lynch, as sole lead arranger and sole book manager (Filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2019 and incorporated herein by reference).
−Removed: Security Agreement, dated August 3, 2018, among Barings BDC Senior Funding I, LLC and Bank of America N.A.
−Removed: (Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2018 and incorporated herein by reference).
−Removed: Collateral Administration Agreement, dated August 3, 2018, among Barings Senior Funding I, LLC, Bank of America N.A.
−Removed: and State Street Bank and Trust Company (Filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2018 and incorporated herein by reference).
10.5 Investment Management Agreement, dated August 3, 2018, between Barings BDC Senior Funding I, LLC and Barings LLC (Filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2018 and incorporated herein by reference).
2 unchanged sentences
10.7† Form of Indemnification Agreement.
−Removed: (Filed as Exhibit 10.23 to the Registrants Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2018 and incorporated herein by reference).
+Added: (Filed as Exhibit 10.23 to the Registrant ' s Annual Report on Form 10-K for the year ended December 31, 2 017 filed with the Securities and Exchange Commission on February 28, 2018 and incorporated herein by reference).
10.8 Senior Secured Revolving Credit Facility, dated as of February 21, 2019, by and among the Company, as borrower, the lenders party thereto, ING Capital LLC, as administrative agent, and the other parties signatory thereto (Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Securities and Exchange Commission on May 9, 2019 and incorporated herein by reference).
10.9 Guarantee, Pledge and Security Agreement, dated as of February 21, 2019, by and among the Company, as borrower, the subsidiary guarantors party thereto, ING Capital LLC, as revolving administrative agent for the revolving lenders and collateral agent, and the other parties signatory thereto (Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Securities and Exchange Commission on May 9, 2019 and incorporated herein by reference).
−Removed: CLO Indenture, dated as of May 9, 2019, by and among Barings BDC Static CLO LTD.
−Removed: 2019-1, as the issuer, Barings BDC Static CLO 2019-I, LLC as the Co-Issuer and State Street Bank and Trust Company as the Trustee (Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the Securities and Exchange Commission on July 30, 2019 and incorporated herein by reference).
−Removed: Master Loan Sale Agreement dated as of May 9, 2019, by and among the Company, as the seller, and Barings BDC Static CLO LTD.
−Removed: 2019-I, as the buyer (Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the Securities and Exchange Commission on July 30, 2019 and incorporated herein by reference).
−Removed: Master Participation Agreement, dated as of May 9, 2019, between Barings BDC Senior Funding I, LLC, as the financing subsidiary, and Barings BDC Static CLO Ltd.
−Removed: 2019-I, the issuer (Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the Securities and Exchange Commission on July 30, 2019 and incorporated herein by reference).
−Removed: Collateral Management Agreement, dated as of May 9, 2019, by and between Barings BDC Static CLO LTD.
−Removed: 2019-I, as the issuer and the Company as the collateral manager (Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the Securities and Exchange Commission on July 30, 2019 and incorporated herein by reference).
−Removed: Collateral Administration Agreement, dated as of May 9, 2019, by and among Barings BDC Static CLO LTD.
−Removed: 2019-1 as the Issuer, the Company as the Collateral Manager, and State Street Bank and Trust Company as collateral administrator (Filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the Securities and Exchange Commission on July 30, 2019 and incorporated herein by reference).
−Removed: Amendment to the Senior Secured Revolving Credit Agreement dated as of December 3, 2019, by and among the Company, as borrower, the lenders party thereto, ING Capital LLC, as administrative agent, and the other parties signatory thereto.*
−Removed: Second Amendment Agreement, dated as of February 21, 2020, amending the Amended and Restated Credit Agreement, dated December 13, 2018, as amended, by and among Barings BDC Senior Funding I, LLC, as borrower, and Bank of America N.A., as administrative agent.*
+Added: Number Exhibit
+Added: 10.10 Amendment to the Senior Secured Revolving Credit Agreement dated as of December 3, 2019, by and among the Company, as borrower, the lenders party thereto, ING Capital LLC, as administrative agent, and the other parties signatory thereto (Filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on February 27, 2020 and incorporated herein by reference).
+Added: 10.11 Credit Support Agreement, dated December 23, 2020, by and between the Company and Barings LLC (Filed as Exhibit 10.
+Added: 2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2020 and incorporated herein by reference).
+Added: 10.12 N ote Purchase Agreement b y and between the Company and the purchase r s party thereto, dated August 3, 2020 (Filed as Exhibit 10.1 to the Registra nt's Quarterly Report on Form 10-Q filed with the Securities and Ex change Commission on August 5, 2020 and inc orporated herein by reference ).
+Added: 10.13 Amend ment No.
+Added: 1 to August 3, 2020 Note Purchase Agreement by and between the Company and the purchase r s party thereto, dated November 4 , 2 020 (Filed as Exhibit 10.2 to the Registrant 's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2020 and inc orporated herein by reference).
+Added: 10.14 Note Purchase Agreement by and between the C ompany and the purchase rs party thereto, dated November 4, 2020 (Filed as Exhibit 10.
+Added: 1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2020 and incorporated herein by reference).
+Added: 10.15 Note Purchase Agreement by and between the Company and the purchasers party thereto, dated February 25, 2021 (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2021 and incorporated herein by reference).
21.1 List of Subsidiaries.*
3 unchanged sentences
32.2 Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
+Added: 99.1 Report of KPMG LLP on Senior Securities Table.*
+Added: 99.2 Report of Ernst & Young LLP on Senior Securities Table.*
+Added: 99.3 Consent of Ernst & Young LL P .
† Management contract or compensatory plan or arrangement.
5 unchanged sentences
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.
−Removed: February 27, 2020
+Added: March 23, 2021
BARINGS BDC, INC.
2 unchanged sentences
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.
−Removed: /s/ Eric Lloyd
−Removed: Chief Executive Officer and Director
−Removed: (Principal Executive Officer)
−Removed: February 27, 2020
−Removed: /s/ Ian Fowler
−Removed: February 27, 2020
−Removed: /s/ Jonathan Bock
−Removed: Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: February 27, 2020
+Added: Signature Title Date
+Added: /s/ Eric Lloyd Chief Executive Officer and Director
+Added: (Principal Executive Officer) March 23, 2021
+Added: /s/ Ian Fowler President March 23, 2021
+Added: /s/ Jonathan Bock Chief Financial Officer
+Added: (Principal Financial Officer) March 23, 2021
Jonathan Bock
/s/ Elizabeth A.
−Removed: Controller (Principal Accounting Officer)
−Removed: February 27, 2020
−Removed: /s/ Michael Freno
−Removed: Chairman of the Board
−Removed: February 27, 2020
+Added: Murray Controller (Principal Accounting Officer) March 23, 2021
+Added: /s/ Michael Freno Chairman of the Board March 23, 2021
Michael Freno
−Removed: /s/ Tom Finke
−Removed: February 27, 2020
−Removed: February 27, 2020
+Added: /s/ Robert C.
+Added: Knapp Director March 23, 2021
+Added: /s/ David Mihalick Director March 23, 2021
+Added: David Mihalick
+Added: Mulhern Director March 23, 2021
/s/ Thomas W.
−Removed: February 27, 2020
−Removed: /s/ Jill Olmstead
−Removed: February 27, 2020
+Added: Okel Director March 23, 2021
+Added: /s/ Jill Olmstead Director March 23, 2021
Jill Olmstead
−Removed: February 27, 2020
+Added: Switzer Director March 23, 2021
Barings BDC, Inc.
Index to Financial Statements and Financial Statement Schedules
−Removed: Reports of Independent Registered Public Accounting Firm
+Added: Report s of Independent Registered Public Accounting Firm s
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
−Removed: Consolidated Statements of Changes in Net Assets for the years ended December 31, 2019, 2018 and 2017
+Added: Consolidated Statements of Ch anges in Net Assets for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
5 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Barings BDC, Inc.
−Removed: (the “Company”), including the consolidated schedules of investments, as of December 31, 2019 and 2018, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, the results of its operations, changes in its net assets, and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S.
+Added: We have audited the accompanying consolidated balance sheet of Barings BDC, Inc.
+Added: and subsidiaries (the Company), including the consolidated schedule of investments, as of December 31, 2020, the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, the results of its operations, and its cash flows for the year then ended, in conformity with U.S.
generally accepted accounting principles.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
+Added: These consolidated financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
+Added: 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.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
+Added: As a part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: Accordingly, we express no such opinion.
+Added: Our audit 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.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
+Added: Such procedures also included confirmation of securities owned as of December 31, 2020, by correspondence with custodians, portfolio companies or agents or by other appropriate auditing procedures.
+Added: Our audit 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.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Acquisition of MVC Capital, Inc.
+Added: As discussed in Note 11 to the consolidated financial statements, the Company completed its acquisition of MVC Capital, Inc.
+Added: on December 23, 2020.
+Added: The transaction was accounted for as an asset acquisition under Accounting Standards Codification 805-50.
+Added: The difference between the fair value of net assets acquired and the fair value of the merger consideration paid was recognized as deemed contribution from the Company’s investment adviser and shareholder, Barings LLC.
+Added: We identified the evaluation of the acquisition of MVC Capital, Inc.
+Added: as a critical audit matter because the application of asset acquisition guidance and the accounting for the difference between the fair value of the net assets acquired and the fair value of the merger consideration paid involved a higher degree of auditor judgment.
+Added: The following are the procedures we performed to address this critical audit matter.
+Added: We evaluated the design of certain internal controls over the Company’s acquisition process, including controls related to the application of the asset acquisition guidance.
+Added: We assessed the evidence underlying the accounting of the transaction as an asset acquisition and the recognition of deemed contribution from Barings LLC.
+Added: Specifically, we read and evaluated the Company’s asset acquisition accounting memorandum that documented the facts and circumstances in the transaction, which included the factors the Company considered in determining the applicable accounting treatment.
+Added: In addition, we compared the facts and circumstances in the Company’s accounting memorandum to the acquisition agreement.
+Added: Credit Support Agreement
+Added: As discussed in Note 2 to the consolidated financial statements, the Company entered into a credit support arrangement (CSA) with Barings LLC.
+Added: The CSA was recognized as a derivative asset and deemed contribution from Barings LLC.
+Added: We identified the evaluation of the CSA as a critical audit matter.
+Added: A higher degree of auditor judgment was required to evaluate the application of the derivative accounting guidance due to the nature of the CSA.
+Added: The following are the procedures we performed to address this critical audit matter.
+Added: We evaluated the design of certain internal controls over the Company’s derivatives process, including the control related to the application of the derivative guidance to the CSA.
+Added: We assessed the evidence underlying the accounting of the CSA as a derivative and the recognition of deemed contribution from Barings LLC.
+Added: Specifically, we read and evaluated the Company’s CSA accounting memorandum that documented the business purpose and the terms of the CSA, which included the factors the Company considered in determining the applicable accounting treatment.
+Added: In addition, we compared the facts and circumstances in the Company’s accounting memorandum to the CSA.
+Added: Assessment of the fair value of investments
+Added: As discussed in Notes 1 and 3 to the consolidated financial statements, the Company measures its investments at fair value.
+Added: 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.
+Added: We identified the assessment of the fair value of investments with no readily determinable market value as a critical audit matter.
+Added: The evaluation of certain assumptions used to estimate the fair value of investments with no readily determinable market value involved a high degree of subjective auditor judgment and specialized skills and knowledge.
+Added: Specifically, market yields for investments with similar terms and credit risks used in income approach analyses and the selection of comparable companies and financial performance multiples of such comparable companies used in market approach analyses required subjective auditor judgment.
+Added: Changes in these assumptions could have a significant impact on the estimate of the fair value of investments.
+Added: The following are the procedures we performed to address this critical audit matter.
+Added: We evaluated the design of certain internal controls over the process to value investments.
+Added: These included controls related to the determination of market yields, credit risk, selection of comparable companies, and financial performance multiples assumptions.
+Added: 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.
+Added: We involved valuation professionals with specialized skills and
+Added: knowledge who, for a selection of the Company’s investments, assisted in evaluating the Company’s fair value estimate by:
+Added: • 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
+Added: • developing 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
+Added: • developing independent estimates of fair value, for the selected investments, based upon developed market yields and financial performance multiples and compared the results to the Company’s fair value estimates.
+Added: We have served as the Company’s auditor since 2020.
+Added: Charlotte, North Carolina
+Added: March 23, 2021
+Added: Report of Independent Registered Public Accounting Firm
+Added: To the Shareholders and the Board of Directors of Barings BDC, Inc.
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated balance sheet of Barings BDC, Inc.
+Added: (the “Company”), including the consolidated schedule of investments, as of December 31, 2019, the related consolidated statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019, the results of its operations, changes in its net assets, and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with U.S.
+Added: generally accepted accounting principles.
+Added: Basis for Opinion
These financial statements are the responsibility of the Company's management.
6 unchanged sentences
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our procedures included confirmation of investments owned as of December 31, 2019 and 2018, by correspondence with the custodians, agents and/or the underlying investee or by other appropriate auditing procedures where replies from agents were not received.
+Added: Our procedures included confirmation of investments owned as of December 31, 2019, by correspondence with the custodians, agents and/or the underlying investee or by other appropriate auditing procedures where replies from agents were not received.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
−Removed: /s/ Ernst & Young LLP
−Removed: We have served as the Company's auditor since 2006.
−Removed: Charlotte, North Carolina
−Removed: February 27, 2020
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Shareholders and the Board of Directors of Barings BDC, Inc.
−Removed: Opinion on Internal Control over Financial Reporting
−Removed: We have audited Barings BDC, Inc.’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, Barings BDC, Inc.
−Removed: (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company, including the consolidated schedules of investments, as of December 31, 2019 and 2018, and the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and our report dated February 27, 2020 expressed an unqualified opinion thereon.
−Removed: Basis for Opinion
−Removed: The Company’s management is responsible 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.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: 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.
−Removed: 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;
−Removed: (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;
−Removed: 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.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: 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.
+Added: We served as the Company’s auditor from 2006 to 2020.
/s/ ERNST & YOUNG LLP
5 unchanged sentences
Non-Control / Non-Affiliate investments (cost of $1,318,614,617 and $1,085,886,720 at December 31, 2020 and 2019, respectively) $ 1,325,783,281 $ 1,066,845,054
−Removed: 1,066,845,054
−Removed: 1,076,631,804
−Removed: Affiliate investments (cost of $10,158,270 at December 31, 2019)
+Added: Affiliate investments (cost of $76,055,873 and $10,158,270 at December 31, 2020 and December 31, 2019, respectively) 78,598,633 10,229,813
+Added: Control investments (cost of $25,826,428 at December 31, 2020) 25,855,796 —
Short-term investments (cost of $65,558,227 and $96,568,940 at December 31, 2020 and 2019, respectively) 65,558,227 96,568,940
Total investments at fair value 1,495,795,937 1,173,643,807
−Removed: 1,173,643,807
−Removed: 1,121,855,745
+Added: Cash (restricted cash of $3,488,336 and $0 at December 31, 2020 and 2019, respectively) 62,651,340 13,567,849
+Added: Foreign currencies (cost of $29,555,465 and $8,360,011 at December 31, 2020 and December 31, 2019, respectively) 29,836,121 8,423,716
Interest and fees receivable 21,617,843 5,265,980
Prepaid expenses and other assets 2,014,558 1,112,559
+Added: Credit support agreement 13,600,000 —
Deferred financing fees 4,110,564 5,366,119
Receivable from unsettled transactions 47,412,382 45,254,808
−Removed: 1,252,634,838
−Removed: 1,167,577,075
+Added: Total assets $ 1,677,038,745 $ 1,252,634,838
Accounts payable and accrued liabilities $ 6,045,443 $ 1,501,271
Interest payable 2,219,274 2,491,534
+Added: Administrative fees payable 675,000 400,000
+Added: Base management fees payable 3,413,270 3,266,722
+Added: Derivatives liabilities 1,336,283 23,559
Payable from unsettled transactions 1,548,578 4,924,150
1 unchanged sentence
Debt securitization — 316,664,474
+Added: Notes payable 224,335,666 —
Total liabilities 959,234,221 681,760,129
2 unchanged sentences
Additional paid-in capital 1,027,707,047 853,766,370
−Removed: Total distributable earnings (loss)
+Added: Total distributable loss (309,967,839) (282,940,612)
Total net assets 717,804,524 570,874,709
Total liabilities and net assets $ 1,677,038,745 $ 1,252,634,838
−Removed: 1,252,634,838
−Removed: 1,167,577,075
Net asset value per share $ 10.99 $ 11.66
3 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Investment income:
17 unchanged sentences
Affiliate investments 11,789 — 962,080
+Added: Control investments 9,532 — —
Total payment-in-kind interest income 1,326,307 5,413 3,776,554
9 unchanged sentences
Net operating expenses 39,972,665 45,096,749 80,284,347
−Removed: Net investment income (loss)
+Added: Net investment income (loss) before taxes 31,058,403 30,551,596 (60,722)
+Added: Income taxes, including excise tax expense 70,599 — —
+Added: Net investment income(loss) after taxes $ 30,987,804 $ 30,551,596 $ (60,722)
Barings BDC, Inc.
1 unchanged sentence
Year Ended December 31,
+Added: 2020 2019 2018
Realized gains (losses) and unrealized appreciation (depreciation) on investments and foreign currency transactions:
10 unchanged sentences
Control investments 29,368 — 24,387,532
−Removed: Net unrealized appreciation (depreciation) on investments
+Added: Net unrealized appreciation on investments 28,710,914 33,092,792 54,610,125
Foreign currency transactions (10,161,326) (1,004,788) (863,980)
−Removed: Net unrealized appreciation (depreciation)
+Added: Net unrealized appreciation 18,549,588 32,088,004 53,746,145
Net realized losses and unrealized appreciation (depreciation) on investments and foreign currency transactions (19,739,992) 28,277,556 (104,646,403)
10 unchanged sentences
Consolidated Statements of Changes in Net Assets
−Removed: Total Distributable Earnings (Loss)
+Added: Common Stock Additional
+Added: Capital Total Distributable Earnings (Loss)
+Added: of Shares Par
Balance, January 1, 2018 47,740,832 $ 47,741 $ 823,614,881 $ (182,387,248) $ 641,275,374
−Removed: Net investment income
−Removed: Stock-based compensation
−Removed: Net realized loss on investments / foreign currency transactions
−Removed: Net unrealized depreciation on investments / foreign currency transactions
−Removed: Provision for taxes
−Removed: Return of capital and other tax related adjustments
−Removed: Distributions of net investment income
−Removed: Public offering of common stock
−Removed: Issuance of restricted stock
−Removed: Common stock withheld for payroll taxes upon vesting of restricted stock
−Removed: Balance, December 31, 2017
Net investment loss — — — (60,722) (60,722)
21 unchanged sentences
Balance, December 31, 2019 48,950,803 $ 48,951 $ 853,766,370 $ (282,940,612) $ 570,874,709
+Added: Net investment income — — — 30,987,804 30,987,804
+Added: Net realized loss on investments / foreign currency transactions — — — (38,289,580) (38,289,580)
+Added: Net unrealized appreciation on investments / foreign currency transactions — — — 18,549,588 18,549,588
+Added: Loss on extinguishment of debt — — — (3,088,728) (3,088,728)
+Added: Provision for taxes — — — 17,709 17,709
+Added: Return of capital and other tax related adjustments — — 3,878,798 (3,878,798) —
+Added: Distributions of net investment income — — (31,325,222) (31,325,222)
+Added: Deemed contribution - CSA (See Note 2) — — 13,600,000 — 13,600,000
+Added: Deemed contribution - from Adviser (See Note 11) — — 3,254,849 — 3,254,849
+Added: Issuance of common stock in connection with acquisition of MVC Capital 17,354,332 17,354 160,336,673 — 160,354,027
+Added: Purchase of shares in repurchase plan (989,050) (989) (7,129,643) — (7,130,632)
+Added: Balance, December 31, 2020 65,316,085 $ 65,316 $ 1,027,707,047 $ (309,967,839) $ 717,804,524
See accompanying notes.
2 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018
Cash flows from operating activities:
2 unchanged sentences
Purchases of portfolio investments (881,171,047) (473,701,786) (1,553,937,707)
−Removed: (1,553,937,707
+Added: Acquisition of MVC Capital, net of cash acquired (See Note 11) (96,719,967) — —
Repayments received / sales of portfolio investments 684,530,539 449,882,092 606,803,725
1 unchanged sentence
Purchases of short-term investments (1,182,185,606) (913,641,727) (1,363,333,538)
−Removed: (1,363,333,538
Sales of short-term investments 1,213,197,945 862,296,728 1,318,109,597
−Removed: 1,318,109,597
Loan origination and other fees received 19,193,244 8,606,347 4,105,796
1 unchanged sentence
Net realized gain (loss) on foreign currency transactions (12,743) 12,185 (1,081,211)
−Removed: Net unrealized (appreciation) depreciation on investments
+Added: Net unrealized appreciation on investments (28,710,914) (33,092,792) (53,278,592)
Net unrealized depreciation on foreign currency transactions 10,161,326 1,004,788 863,980
−Removed: Payment-in-kind interest accrued, net of payments received
+Added: Payment-in-kind interest / fees accrued, net of payments received (1,348,204) (5,413) 120,933
Amortization of deferred financing fees 1,478,364 1,336,181 1,758,226
12 unchanged sentences
Cash flows from investing activities:
−Removed: Purchases of property and equipment
Proceeds from sales of property and equipment — — 31,499
6 unchanged sentences
Repayments of debt securitization (318,210,176) (30,039,824) —
+Added: Proceeds from notes 225,000,000 — —
Redemption of notes (95,471,804) — (166,750,000)
Financing fees paid (773,952) (8,293,282) (308,070)
−Removed: Net proceeds related to issuance of common stock
+Added: Net proceeds related to issuance of common stock for MVC acquisition 160,354,027 — 99,839,845
Purchases of shares in repurchase plan (7,130,632) (23,356,506) —
4 unchanged sentences
Net increase (decrease) in cash 70,495,896 9,564,583 (179,422,715)
−Removed: Cash, beginning of year
−Removed: Cash, end of year
+Added: Cash and foreign currencies, beginning of year 21,991,565 12,426,982 191,849,697
+Added: Cash and foreign currencies, end of year $ 92,487,461 $ 21,991,565 $ 12,426,982
Supplemental disclosure of cash flow information:
Cash paid for interest $ 16,697,097 $ 20,063,847 $ 23,630,783
−Removed: Summary of non-cash financing transactions:
−Removed: Dividends paid through DRIP share issuances
See accompanying notes.
3 unchanged sentences
Portfolio Company (6)
−Removed: Type of Investment (1) (2)
+Added: Industry Type of Investment (1) (2) (6)
+Added: Amount Cost Fair
Non–Control / Non–Affiliate Investments:
1 unchanged sentence
(4.0%)* (7) (9) (12)
−Removed: IT Consulting & Other Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 7.25%, 9.2% Cash, Acquired 07/19, Due 07/25)
−Removed: 24 Hour Fitness Worldwide, Inc.
+Added: IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 07/19, Due 07/25) $ 29,000,000 $ 28,490,102 $ 28,420,000
29,000,000 28,490,102 28,420,000
−Removed: Leisure Facilities
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 05/25)
Accelerate Learning, Inc.
(1.0%)* (7) (9) (12)
−Removed: Education Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.4% Cash, Acquired 12/18, Due 12/24)
+Added: Education Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/18, Due 12/24) 7,567,965 7,461,410 7,258,435
+Added: 7,567,965 7,461,410 7,258,435
Accurus Aerospace Corporation (2.9%)* (7) (9) (12)
−Removed: Aerospace & Defense
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.4% Cash, Acquired 10/18, Due 10/24)
−Removed: Acrisure, LLC (0.9%)* (6)
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.2% Cash, Acquired 08/18, Due 11/23)
−Removed: Health Care Services
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 10/18, Due 10/24) 24,500,000 24,251,575 20,506,500
+Added: 24,500,000 24,251,575 20,506,500
+Added: ADE Holding (d/b/a AD Education) (0.8%)* (3) (7) (9) (19)
+Added: Education Services First Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 01/20, Due 01/27) 5,459,746 4,977,557 5,459,746
+Added: 5,459,746 4,977,557 5,459,746
+Added: AEP Holdings, Inc.
+Added: (1.8%)* (7) (9)
+Added: Wholesale First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/25) (18)
+Added: 4,362,794 4,143,810 4,275,538
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/25) (12)
+Added: 8,902,516 8,727,725 8,724,466
+Added: 13,265,310 12,871,535 13,000,004
Aftermath Bidco Corporation (1.3%)* (7) (9) (12)
−Removed: Professional Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.8% Cash, Acquired 04/19, Due 04/25)
−Removed: AlixPartners LLP (0.9%)* (6)
−Removed: Investment Banking & Brokerage
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 04/24)
−Removed: Alliant Holdings LP (0.9%)* (6)
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 05/25)
+Added: Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 04/19, Due 04/25) 9,425,284 9,265,301 9,335,155
+Added: 9,425,284 9,265,301 9,335,155
+Added: Ahead DB Borrower, LLC.
+Added: (0.3%)* (7) (9) (12)
+Added: Technology Distributors Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 9.5% Cash, Acquired 10/20, Due 10/28) 2,139,295 2,076,161 2,075,117
+Added: 2,139,295 2,076,161 2,075,117
+Added: Air Canada 2020-2 Class B Pass Through Trust (1.1%)* Airlines Structured Secured Note - Class B (9.0% Cash, Acquired 09/20, Due 10/25) 7,500,000 7,500,000 8,077,169
+Added: 7,500,000 7,500,000 8,077,169
American Dental Partners, Inc.
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.2% Cash, Acquired 11/18, Due 03/23)
+Added: (1.3%)* (7) (9) (12)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 11/18, Due 03/23) 9,800,000 9,786,672 9,396,240
+Added: 9,800,000 9,786,672 9,396,240
American Scaffold, Inc.
(1.3%)* (7) (9) (12)
−Removed: Aerospace & Defense
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.2% Cash, Acquired 09/19, Due 09/25)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 09/19, Due 09/25) 9,686,750 9,509,443 9,686,750
+Added: 9,686,750 9,509,443 9,686,750
+Added: Anagram Holdings, LLC
+Added: Chemicals, Plastics, & Rubber First Lien Senior Secured Note (10.0% Cash, 5.0% PIK, Acquired 08/20, Due 08/25) 13,673,780 12,565,289 15,588,108
+Added: 13,673,780 12,565,289 15,588,108
+Added: Anchorage Capital CLO Ltd:
+Added: Series 2013-1A (0.3%)* (3) (9) (12)
+Added: Structured Finance Structured Secured Note - Class DR (LIBOR + 6.8%, 7.0% Cash, Acquired 03/20, Due 10/30) 2,000,000 1,743,066 2,000,156
+Added: 2,000,000 1,743,066 2,000,156
Anju Software, Inc.
(1.9%)* (7) (12)
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.4% Cash, Acquired 02/19, Due 02/25)
−Removed: Apex Tool Group, LLC (1.2%)* (4) (6)
−Removed: Industrial Machinery
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.3% Cash, Acquired 08/18, Due 08/24)
−Removed: Applied Systems Inc.
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.2% Cash, Acquired 09/19, Due 09/24)
+Added: Application Software First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.4% Cash, Acquired 02/19, Due 02/25) 13,701,182 13,442,543 13,385,963
+Added: 13,701,182 13,442,543 13,385,963
+Added: Apex Bidco Limited (0.3%)* (3) (7)
+Added: Business Equipment & Services First Lien Senior Secured Term Loan (GBP LIBOR + 6.50%, 7.0% Cash, Acquired 01/20, Due 01/27) (9) (15)
+Added: 1,992,033 1,851,359 1,950,974
+Added: Subordinated Senior Unsecured Term Loan (8.0% PIK, Acquired 01/20, Due 07/27) 258,955 241,837 253,618
+Added: 2,250,988 2,093,196 2,204,592
AQA Acquisition Holding, Inc.
(f/k/a SmartBear) (0.7%)* (7) (9) (12)
−Removed: High Tech Industries
−Removed: Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 10.1% Cash, Acquired 10/18, Due 05/24)
+Added: High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 9.0% Cash, Acquired 10/18, Due 05/24) 4,959,088 4,877,581 4,959,088
+Added: 4,959,088 4,877,581 4,959,088
Arch Global Precision LLC (2.3%)* (7) (12)
−Removed: Industrial Machinery
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.6% Cash, Acquired 04/19, Due 04/26)
−Removed: Armstrong Transport Group (Pele Buyer, LLC ) (0.8%)* (5) (7)
−Removed: Air Freight & Logistics
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.5% Cash, Acquired 06/19, Due 06/24)
−Removed: Ascend Learning, LLC (0.9%)* (6)
−Removed: IT Consulting & Other Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 07/24)
+Added: Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.0% Cash, Acquired 04/19, Due 04/26) 16,649,218 16,496,045 16,557,510
+Added: 16,649,218 16,496,045 16,557,510
Barings BDC, Inc.
2 unchanged sentences
Portfolio Company (6)
−Removed: Type of Investment (1) (2)
−Removed: Ascensus Specialties, LLC
+Added: Industry Type of Investment (1) (2) (6)
+Added: Amount Cost Fair
+Added: Archimede (0.4%)* (3) (7) (9) (17)
+Added: Consumer Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 10/20, Due 10/27) $ 2,677,354 $ 2,510,391 $ 2,610,420
2,677,354 2,510,391 2,610,420
−Removed: Specialty Chemicals
+Added: Argus Bidco Limited (0.8%)* (3) (7) (9) (15)
+Added: High Tech Industries First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.8% Cash, Acquired 12/20, Due 12/27) 5,715,005 5,383,300 5,543,555
+Added: 5,715,005 5,383,300 5,543,555
+Added: Armstrong Transport Group (Pele Buyer, LLC ) (1.0%)* (7) (9) (12)
+Added: Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 06/19, Due 06/24) 5,354,941 5,277,976 5,302,778
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 07/20, Due 06/24) 2,000,318 1,964,493 2,000,318
+Added: 7,355,259 7,242,469 7,303,096
+Added: Ascensus Specialties, LLC
+Added: (1.0%)* (7) (9) (10)
+Added: Specialty Chemicals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.9% Cash, Acquired 09/19, Due 09/26) 7,019,401 6,959,939 6,978,909
+Added: 7,019,401 6,959,939 6,978,909
ASPEQ Heating Group LLC (1.2%)* (7) (9) (12)
−Removed: Building Products, Air and Heating
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.2% Cash, Acquired 11/19, Due 11/25)
−Removed: AssuredPartners Capital, Inc.
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 10/24)
+Added: Building Products, Air & Heating First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/19, Due 11/25) 8,945,499 8,833,249 8,862,629
+Added: 8,945,499 8,833,249 8,862,629
Auxi International (0.2%)* (3) (7) (9) (19)
−Removed: Commercial Finance
−Removed: First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/19, Due 12/26)
−Removed: Avantor, Inc.
+Added: Commercial Finance First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 12/19, Due 12/26) 1,712,970 1,514,901 1,682,438
1,712,970 1,514,901 1,682,438
−Removed: Health Care Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 11/24)
−Removed: Aveanna Healthcare Holdings, Inc.
−Removed: Health Care Facilities
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.0% Cash, Acquired 10/18, Due 03/24)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.3% Cash, Acquired 10/18, Due 03/24)
AVSC Holding Corp.
(1.4%)* (9) (12)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.1% Cash, Acquired 08/18, Due 03/25)
−Removed: Bausch Health Companies Inc.
+Added: Advertising First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, 0.25% PIK, Acquired 08/18, Due 03/25) 4,904,496 4,313,104 4,165,780
+Added: First Lien Senior Secured Term Loan (LIBOR + 4.50%, 5.5% Cash, 1.0% PIK, Acquired 08/18, Due 03/25) 748,116 682,722 665,823
+Added: First Lien Senior Secured Term Loan (5.0% Cash, 10.0% PIK, Acquired 11/20, Due 10/26) 4,951,086 4,816,560 5,668,994
10,603,698 9,812,386 10,500,597
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.7% Cash, Acquired 08/18, Due 05/25)
+Added: Bass Pro Group, LLC (0.3%)* (9) (12)
+Added: General Merchandise Stores First Lien Senior Secured Term Loan (LIBOR + 5.0%, 5.8% Cash, Acquired 03/20, Due 09/24) 1,979,540 1,793,950 1,983,083
+Added: 1,979,540 1,793,950 1,983,083
BDP International, Inc.
(f/k/a BDP Buyer, LLC) (4.8%)* (7) (9) (12)
−Removed: Air Freight & Logistics
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.7% Cash, Acquired 12/18, Due 12/24)
+Added: Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/18, Due 12/24) 34,937,500 34,387,459 34,238,750
+Added: 34,937,500 34,387,459 34,238,750
+Added: Beacon Pointe Advisors, LLC (0.1%)* (7) (9) (12)
+Added: Asset Manager & Custody Bank First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 03/20, Due 03/26) 631,591 611,703 631,591
+Added: 631,591 611,703 631,591
Benify (Bennevis AB)
−Removed: High Tech Industries
−Removed: First Lien Senior Secured Term Loan (STIBOR + 5.75%, 5.85% Cash, Acquired 07/19, Due 07/26)
−Removed: Berlin Packaging LLC (1.5%)* (4) (5) (6)
−Removed: Forest Products /Containers
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.7% Cash, Acquired 08/18, Due 11/25)
−Removed: Blackhawk Network Holdings Inc.
−Removed: Data Processing & Outsourced Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 11/18, Due 06/25)
+Added: (0.2%)* (3) (7) (9) (20)
+Added: High Tech Industries First Lien Senior Secured Term Loan (STIBOR + 5.25%, 5.3% Cash, Acquired 07/19, Due 07/26) 1,588,980 1,366,586 1,576,555
+Added: 1,588,980 1,366,586 1,576,555
+Added: Black Diamond Equipment Rentals LLC (1.2%)* (7) (23)
+Added: Equipment Rental Second Lien Loan (12.5% Cash, Acquired 12/20, Due 06/22) 7,500,000 7,500,000 7,500,000
+Added: Warrant (1.0 unit, Acquired 12/20) 847,000 847,000
+Added: 7,500,000 8,347,000 8,347,000
+Added: British Airways 2020-1 Class B Pass Through Trust (0.2%)*
+Added: Airlines Structured Secured Note - Class B (8.4% Cash, Acquired 11/20, Due 11/28) 1,500,000 1,500,000 1,661,827
+Added: 1,500,000 1,500,000 1,661,827
+Added: British Engineering Services Holdco Limited (1.1%)* (3) (7) (9) (15)
+Added: Commercial Services & Supplies First Lien Senior Secured Term Loan (GBP LIBOR + 5.25%, 5.5% Cash, Acquired 12/20, Due 12/27) 8,667,451 7,989,566 8,191,066
+Added: 8,667,451 7,989,566 8,191,066
Brown Machine Group Holdings, LLC (0.7%)* (7) (9) (12)
−Removed: Industrial Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.2% Cash, Acquired 10/18, Due 10/24)
+Added: Industrial Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/18, Due 10/24) 5,286,022 5,241,933 5,286,022
+Added: 5,286,022 5,241,933 5,286,022
Cadent, LLC (f/k/a Cross MediaWorks) (1.0%)* (7) (9) (12)
−Removed: Media & Entertainment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.0% Cash, Acquired 09/18, Due 09/23)
−Removed: Capital Automotive LLC (0.9%)* (6)
−Removed: Automotive Retail
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.3% Cash, Acquired 09/18, Due 03/24)
−Removed: CM Acquisitions Holdings Inc.
−Removed: (f/k/a Campaign Monitor (UK) Limited) (3.5%)* (5) (7)
−Removed: Internet & Direct Marketing
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.5% Cash, Acquired 05/19, Due 05/25)
−Removed: Confie Seguros Holding II Co.
+Added: Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 09/18, Due 09/23) 7,532,846 7,490,785 7,361,851
7,532,846 7,490,785 7,361,851
−Removed: Insurance Brokerage Services
−Removed: Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 10.4% Cash, Acquired 10/19, Due 11/25)
Barings BDC, Inc.
2 unchanged sentences
Portfolio Company (6)
−Removed: Type of Investment (1) (2)
+Added: Industry Type of Investment (1) (2) (6)
+Added: Amount Cost Fair
+Added: Carlson Travel, Inc (1.0%)* Business Travel Management First Lien Senior Secured Note (6.8% Cash, Acquired 09/20, Due 12/25) $ 3,000,000 $ 2,362,500 $ 2,471,250
+Added: Super Senior Senior Secured Term Loan (10.5% Cash, Acquired 12/20, Due 3/25) 4,239,000 4,149,608 4,376,768
+Added: Common Stock (1,962 units, Acquired 11/20) (7)
+Added: 88,290 68,670
+Added: 7,239,000 6,600,398 6,916,688
+Added: Carlyle Aviation Partners Ltd.
+Added: (0.2%)* Structured Finance Structured Secured Note, Series 2019-2 - Class A (3.4% Cash, Acquired 3/20, Due 11/39) 912,844 826,343 863,003
+Added: Structured Secured Note, Series 2018-2 - Class A (4.5% Cash, Acquired 3/20, Due 11/38) 432,194 391,920 408,302
+Added: 1,345,038 1,218,263 1,271,305
+Added: Centralis Finco S.a.r.l.
+Added: (0.1%)* (3) (7) (9) (18)
+Added: Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/20, Due 05/27) 867,913 732,995 867,913
+Added: 867,913 732,995 867,913
+Added: Cineworld Group PLC
+Added: (1.1%)* (3) (9) (13)
+Added: Leisure Products First Lien Senior Secured Term Loan (LIBOR + 2.50%, 2.8% Cash, Acquired 04/20, Due 02/25) 9,070,729 5,915,501 6,121,290
+Added: Super Senior Secured Term Loan (7.0% Cash, 8.3% PIK, Acquired 11/20, Due 05/24) 1,618,242 1,446,976 1,920,318
+Added: Warrants (553,375 units, Acquired 12/20) 101,602 166,416
+Added: 10,688,971 7,464,079 8,208,024
+Added: Classic Collision (Summit Buyer, LLC) (1.6%)* (7) (9) (12)
+Added: Auto Collision Repair Centers First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 01/20, Due 01/26) 12,006,341 11,774,075 11,820,664
+Added: 12,006,341 11,774,075 11,820,664
+Added: CM Acquisitions Holdings Inc.
+Added: (3.4%)* (7) (9) (13)
+Added: Internet & Direct Marketing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/19, Due 05/25) 24,655,278 24,287,477 24,196,657
+Added: 24,655,278 24,287,477 24,196,657
+Added: CMT Opco Holding, LLC (Concept Machine) (0.6%)* (7) (9) (12)
+Added: Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/20, Due 01/25) 4,425,935 4,351,646 4,097,088
+Added: LLC Units (8,309 units, Acquired 01/20) 332,904 230,492
+Added: 4,425,935 4,684,550 4,327,580
+Added: Command Alkon (Project Potter Buyer, LLC) (3.0%)* (7) (9) (10)
+Added: Software First Lien Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 04/20, Due 04/27) 22,166,804 21,527,201 21,501,800
+Added: Class A Units (90.384 units, Acquired 04/20) 90,384 93,510
+Added: Class B Units (33,324.69 units, Acquired 04/20) — 8,165
+Added: 22,166,804 21,617,585 21,603,475
+Added: Confie Seguros Holding II Co.
+Added: (0.3%)* (9) (12)
+Added: Insurance Brokerage Services Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 8.7% Cash, Acquired 10/19, Due 11/25) 2,500,000 2,370,563 2,233,600
+Added: 2,500,000 2,370,563 2,233,600
Contabo Finco S.À R.L (0.2%)* (3) (7) (9) (18)
−Removed: Internet Software and Services
−Removed: First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.75% Cash, Acquired 10/19, Due 10/26)
−Removed: Container Store Group, Inc., (The) (0.5%)* (6) (7)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.8% Cash, Acquired 09/18, Due 09/23)
−Removed: Core & Main LP (0.7%)* (6)
−Removed: Building Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 08/24)
−Removed: CPG Intermediate LLC (0.4%)* (6)
−Removed: Specialty Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 11/24)
−Removed: CPI International Inc.
−Removed: Electronic Components
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 09/18, Due 07/24)
+Added: Internet Software & Services First Lien Senior Secured Term Loan (EURIBOR + 4.75%, 4.8% Cash, Acquired 10/19, Due 10/26) 1,483,377 1,310,386 1,454,918
+Added: 1,483,377 1,310,386 1,454,918
+Added: CSL DualCom (0.5%)* (3) (7) (9) (15)
+Added: Tele-communications First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.6% Cash, Acquired 09/20, Due 09/27) 3,776,936 3,339,563 3,646,170
+Added: 3,776,936 3,339,563 3,646,170
+Added: Custom Alloy Corporation (4.8%)* (7) (23)
+Added: Manufacturer of Pipe Fittings & Forgings Second Lien Loan (15.0% PIK, Acquired 12/20, Due 04/22) 39,391,300 31,434,257 31,434,257
+Added: Revolver (15.0% PIK, Acquired 12/20, Due 04/21) 3,745,808 3,228,308 3,228,308
+Added: 43,137,108 34,662,565 34,662,565
Dart Buyer, Inc.
(1.7%)* (3) (7) (9) (12)
−Removed: Aerospace & Defense
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.2% Cash, Acquired 04/19, Due 04/25)
−Removed: Dimora Brands, Inc.
−Removed: Building Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 08/24)
−Removed: Distinct Holdings, Inc.
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 04/19, Due 04/25) 12,310,907 12,092,929 12,188,061
12,310,907 12,092,929 12,188,061
−Removed: Systems Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.7% Cash, Acquired 04/19, Due 12/23)
−Removed: Duff & Phelps Corporation (1.2%)* (4) (6)
−Removed: Research & Consulting Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 09/18, Due 02/25)
−Removed: Edelman Financial Center, LLC, The (f/k/a Edelman Financial Group, Inc.) (0.9%)* (6)
−Removed: Investment Banking & Brokerage
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 09/18, Due 07/25)
−Removed: Endo International PLC (1.3%)* (3) (4) (6)
−Removed: Pharmaceuticals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.1% Cash, Acquired 09/18, Due 04/24)
−Removed: Exeter Property Group, LLC (2.2%)* (5) (7)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.2% Cash, Acquired 02/19, Due 08/24)
−Removed: ExGen Renewables IV, LLC (f/k/a Exelon Corp.) (0.5%)* (3) (6)
−Removed: Electric Utilities
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.9% Cash, Acquired 09/18, Due 11/24)
−Removed: Eyemart Express (0.6%)* (6)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 08/24)
−Removed: Fieldwood Energy LLC (1.5%)* (4) (5) (6)
−Removed: Oil & Gas Equipment & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.2% Cash, Acquired 08/18, Due 04/22)
−Removed: Filtration Group Corporation (0.8%)* (6)
−Removed: Industrial Machinery
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 03/25)
−Removed: Flex Acquisition Holdings, Inc.
+Added: Diamond Sports Group, LLC (0.1%)* (9) (10)
+Added: Broadcasting First Lien Senior Secured Term Loan (LIBOR + 3.25%, 3.4% Cash, Acquired 03/20, Due 08/26) 989,975 790,536 872,208
989,975 790,536 872,208
−Removed: Paper Packaging
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.3% Cash, Acquired 08/18, Due 06/25)
−Removed: Frazer Consultants, LLC (d/b/a Tribute Technology) (1.3%)* (5) (7)
−Removed: Software Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.7% Cash, Acquired 11/19, Due 08/23)
Barings BDC, Inc.
2 unchanged sentences
Portfolio Company (6)
−Removed: Type of Investment (1) (2)
−Removed: Graftech International Ltd.
+Added: Industry Type of Investment (1) (2) (6)
+Added: Amount Cost Fair
+Added: Discovery Education, Inc.
(3.7%)* (7) (9) (10)
−Removed: Specialty Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 02/25)
+Added: Publishing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 10/26) $ 27,000,000 $ 26,538,991 $ 26,527,500
+Added: 27,000,000 26,538,991 26,527,500
+Added: Distinct Holdings, Inc.
+Added: (1.0%)* (7) (9) (10)
+Added: Systems Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 04/19, Due 12/23) 7,516,792 7,453,665 7,475,638
+Added: 7,516,792 7,453,665 7,475,638
+Added: DreamStart Bidco SAS (d/b/a SmartTrade) (0.3%)* (3) (7) (9) (19)
+Added: Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 4.5%, 4.5% Cash, 1.8% PIK, Acquired 03/20, Due 03/27) 2,232,173 1,939,189 2,176,655
+Added: 2,232,173 1,939,189 2,176,655
+Added: Dukane IAS, LLC (0.6%)* (7) (23)
+Added: Welding Equipment Manufacturer Second Lien Note (10.5% Cash, 2.5% PIK, Acquired 12/20, Due 12/24) 4,604,374 4,604,374 4,604,374
+Added: 4,604,374 4,604,374 4,604,374
+Added: Envision Healthcare Corp.
+Added: (0.4%)* (9) (10)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 3.75%, 3.9% Cash, Acquired 03/20, Due 10/25) 3,156,772 2,259,339 2,623,688
+Added: 3,156,772 2,259,339 2,623,688
+Added: Exeter Property Group, LLC (2.6%)* (7) (9) (10)
+Added: Real Estate First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.7% Cash, Acquired 02/19, Due 08/24) 19,363,647 19,100,177 18,976,374
+Added: 19,363,647 19,100,177 18,976,374
+Added: F24 (Stairway BidCo Gmbh) (0.3%)* (3) (7) (9) (18)
+Added: Software Services First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 08/20, Due 08/27) 1,855,625 1,734,062 1,805,715
+Added: 1,855,625 1,734,062 1,805,715
+Added: FitzMark Buyer, LLC (0.5%)* (7) (9) (10)
+Added: Cargo & Transportation First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 12/26) 3,529,412 3,429,854 3,429,412
+Added: 3,529,412 3,429,854 3,429,412
+Added: Foundation Risk Partners, Corp.
+Added: (1.4%)* (7) (9) (12)
+Added: Financial Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 09/20, Due 11/23) 8,789,777 8,575,855 8,576,718
+Added: Second Lien Senior Secured Term Loan (LIBOR + 8.50%, 9.5% Cash, Acquired 09/20, Due 11/24) 1,722,222 1,588,593 1,602,355
+Added: 10,511,999 10,164,448 10,179,073
+Added: GoldenTree Loan Opportunities IX, Limited:
+Added: Series 2014-9A (0.2%)* (3) (9) (12)
+Added: Structured Finance Structured Secured Note - Class DR2 (LIBOR + 3.0%, 3.2% Cash, Acquired 03/20, Due 10/29) 1,250,000 916,935 1,231,963
+Added: 1,250,000 916,935 1,231,963
+Added: GTM Intermediate Holdings, Inc.
+Added: (0.9%)* (7) (23)
+Added: Medical Equipment Manufacturer Second Lien Loan (11.0% Cash, 1.0% PIK, Acquired 12/20, Due 11/24) 5,115,750 5,064,593 5,064,593
+Added: Common Stock (2 shares, Acquired 12/20) 1,078,778 1,078,778
+Added: 5,115,750 6,143,371 6,143,371
Gulf Finance, LLC (0.1%)* (9) (10)
−Removed: Oil & Gas Exploration & Production
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.0% Cash, Acquired 10/18, Due 08/23)
−Removed: Harbor Freight Tools USA Inc.(1.0%)* (6)
−Removed: Specialty Stores
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.3% Cash, Acquired 08/18, Due 08/23)
−Removed: Hayward Industries, Inc.
+Added: Oil & Gas Exploration & Production First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/18, Due 08/23) 1,048,305 944,246 788,105
1,048,305 944,246 788,105
−Removed: Leisure Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 08/24)
+Added: Hawaiian Airlines 2020-1 Class B Pass Through Certificates (1.1%)* Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 7,500,000 7,500,000 7,738,286
+Added: 7,500,000 7,500,000 7,738,286
Heartland, LLC (1.2%)* (7) (9) (12)
−Removed: Commercial Services & Supplies
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.7% Cash, Acquired 08/19, Due 08/25)
+Added: Commercial Services & Supplies First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 08/19, Due 08/25) 8,831,018 8,667,194 8,582,892
+Added: 8,831,018 8,667,194 8,582,892
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) (1.6%)* (3) (7) (9)
+Added: Insurance First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 09/19, Due 09/26) (19)
+Added: 10,413,655 9,216,174 10,266,128
First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 07/20, Due 09/26) (18)
−Removed: Hertz Corporation (The) (1.0%)* (3) (6)
−Removed: Rental & Leasing Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.6% Cash, Acquired 09/18, Due 06/23)
+Added: 1,092,757 820,169 1,092,757
+Added: 11,506,412 10,036,343 11,358,885
+Added: Highbridge Loan Management Ltd:
+Added: Series 2014A-19 (0.1%)* (3) (9) (12)
+Added: Structured Finance Structured Secured Note - Class E (LIBOR + 6.75%, 7.0% Cash, Acquired 03/20, Due 07/30) 1,000,000 833,749 978,180
+Added: 1,000,000 833,749 978,180
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2020
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2) (6)
+Added: Amount Cost Fair
+Added: Highpoint Global LLC (0.7%)* (7) (23)
+Added: Government Services Second Lien Note (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 09/22) $ 5,307,799 $ 5,286,568 $ 5,286,568
+Added: 5,307,799 5,286,568 5,286,568
Holley Performance Products (Holley Purchaser, Inc.) (2.4%)* (7) (9) (12)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.9% Cash, Acquired 10/18, Due 10/25)
−Removed: Hub International Limited (0.9%)* (6)
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.7% Cash, Acquired 08/18, Due 04/25)
−Removed: HW Holdco, LLC (f/k/a Hanley Wood LLC) (1.3%)* (5) (7)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 6.25%, 8.1% Cash, Acquired 12/18, Due 12/24)
−Removed: Hyland Software Inc.
−Removed: Technology Distributors
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 09/18, Due 07/24)
+Added: Automotive Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 5.0%, 5.2% Cash, Acquired 10/18, Due 10/25) 16,936,387 16,754,221 16,936,387
+Added: 16,936,387 16,754,221 16,936,387
+Added: HTI Technology & Industries (1.70%)* (7) (23)
+Added: Electronic Component Manufacturing Second Lien Note (12.0% Cash, 4.8% PIK, Acquired 12/20, Due 09/24) 12,619,964 12,115,165 12,115,165
+Added: 12,619,964 12,115,165 12,115,165
+Added: HW Holdco, LLC (Hanley Wood LLC) (1.0%)* (7) (9) (12)
+Added: Advertising First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/18, Due 12/24) 7,527,218 7,396,115 7,527,218
+Added: 7,527,218 7,396,115 7,527,218
Hyperion Materials & Technologies, Inc.
(1.9%)* (7) (9) (12)
−Removed: Industrial Machinery
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.3% Cash, Acquired 08/19, Due 08/26)
+Added: Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 08/19, Due 08/26) 13,855,795 13,643,767 13,700,560
+Added: 13,855,795 13,643,767 13,700,560
+Added: IGL Holdings III Corp.
+Added: (1.9%)* (7) (9) (12)
+Added: Commercial Printing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/26) 14,025,147 13,635,887 13,626,360
+Added: 14,025,147 13,635,887 13,626,360
IM Analytics Holding, LLC (d/b/a NVT) (1.0%)* (7) (9) (12)
−Removed: Electronic Instruments and Components
−Removed: First Lien Senior Secured Term Loan (LIBOR + 6.5%, 8.4% Cash, Acquired 11/19, Due 11/23)
+Added: Electronic Instruments & Components First Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 11/19, Due 11/23) 8,209,191 8,147,872 6,982,738
Warrant (68,950 units, Acquired 11/19) — —
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.9% Cash, Acquired 09/18, Due 06/21)
−Removed: Infor Software Parent, LLC (0.9%)* (6)
−Removed: Systems Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.7% Cash, Acquired 08/18, Due 02/22)
+Added: 8,209,191 8,147,872 6,982,738
+Added: INOS 19-090 GmbH (1.7%)* (3) (7) (9) (18)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 6.1%, 6.1% Cash, Acquired 12/20, Due 10/27) 12,275,911 11,888,699 11,934,913
+Added: 12,275,911 11,888,699 11,934,913
Institutional Shareholder Services, Inc.
(0.7%)* (7) (9) (12)
−Removed: Diversified Support Services
−Removed: Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 10.4% Cash, Acquired 03/19, Due 03/27)
−Removed: Internet Brands, Inc.(f/k/a Micro Holding Corp.) (0.7%)* (6)
−Removed: Entertainment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 5.5% Cash, Acquired 08/18, Due 09/24)
+Added: Diversified Support Services Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 8.7% Cash, Acquired 03/19, Due 03/27) 4,951,685 4,830,132 4,951,685
+Added: 4,951,685 4,830,132 4,951,685
+Added: International Precision Components (1.0%)* (7) (23)
+Added: Plastic Injection Molding Second Lien Loan (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 10/24) 7,000,000 6,895,000 6,895,000
+Added: 7,000,000 6,895,000 6,895,000
+Added: ISS#2, LLC (d/b/a Industrial Services Solutions) (0.9%)* (7) (9) (12)
+Added: Commercial Services & Supplies First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/20, Due 02/26) 6,819,551 6,700,432 6,300,583
+Added: 6,819,551 6,700,432 6,300,583
+Added: Jade Bidco Limited (Jane's)
+Added: (1.7%)* (3) (7) (9)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.8% Cash, 2.0% PIK, Acquired 11/19, Due 12/26) (13)
+Added: 10,538,414 10,291,098 10,353,797
+Added: First Lien Senior Secured Term Loan (EURIBOR + 4.5%, 4.5% Cash, 2.0% PIK, Acquired 11/19, Due 12/26) (19)
+Added: 2,057,007 1,813,166 2,020,971
+Added: 12,595,421 12,104,264 12,374,768
+Added: Jedson Engineering, Inc.
+Added: (0.4%)* (7) (8) (23)
+Added: Engineering & Construction Management First Lien Loan (12.0% Cash, 3.0% PIK, Acquired 12/20, Due 06/22) 9,560,423 3,000,000 3,000,000
+Added: 9,560,423 3,000,000 3,000,000
+Added: JetBlue 2019-1 Class B Pass Through Trust (0.7%)* Airlines Structured Secured Note - Class B (8.0% Cash, Acquired 08/20, Due 11/27) 4,721,693 4,721,693 5,048,044
+Added: 4,721,693 4,721,693 5,048,044
+Added: Kano Laboratories LLC (1.4%)* (7) (9) (12)
+Added: Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 11/20, Due 09/26) 9,873,095 9,589,856 9,584,754
+Added: Partnership Equity (227.2 units, Acquired 11/20) 227,198 227,200
+Added: 9,873,095 9,817,054 9,811,954
+Added: Kenan Advantage Group Inc.
+Added: (0.6%)* (9) (10)
+Added: Trucking First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.0% Cash, Acquired 08/18, Due 07/22) 4,265,453 4,263,951 4,217,125
+Added: 4,265,453 4,263,951 4,217,125
Barings BDC, Inc.
2 unchanged sentences
Portfolio Company (6)
−Removed: Type of Investment (1) (2)
−Removed: ION Trading Technologies Ltd.
−Removed: (2.5%)* (3) (4) (6)
−Removed: Electrical Components & Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.1% Cash, Acquired 08/18, Due 11/24)
−Removed: IRB Holding Corporation (0.7%)* (6)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.2% Cash, Acquired 08/18, Due 02/25)
−Removed: Jade Bidco Limited (4.2%)* (3) (5) (7)
−Removed: Aerospace & Defense
−Removed: First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.9% Cash, Acquired 11/19, Due 12/26)
−Removed: First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 11/19, Due 12/26)
−Removed: Jaguar Holding Company I (0.9%)* (6)
−Removed: Life Sciences Tools & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.3% Cash, Acquired 08/18, Due 08/22)
−Removed: Kenan Advantage Group Inc.
−Removed: (1.1%)* (4) (5) (6)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 07/22)
+Added: Industry Type of Investment (1) (2) (6)
+Added: Amount Cost Fair
Kene Acquisition, Inc.
+Added: (En Engineering) (1.0%)* (7) (9) (12)
+Added: Oil & Gas Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 08/19, Due 08/26) $ 7,298,712 $ 7,173,784 $ 7,202,679
7,298,712 7,173,784 7,202,679
−Removed: Oil & Gas Equipment & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.2% Cash, Acquired 08/19, Due 08/26)
−Removed: K-Mac Holdings Corp.
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 03/25)
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.9% Cash, Acquired 08/18, Due 11/23)
+Added: Kona Buyer, LLC (4.8%)* (7) (9) (12)
+Added: High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/20, Due 12/27) 35,000,000 34,132,135 34,125,000
+Added: 35,000,000 34,132,135 34,125,000
LAC Intermediate, LLC (f/k/a Lighthouse Autism Center) (1.3%)* (7) (9) (12)
−Removed: Healthcare & Pharmaceuticals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.7% Cash, Acquired 10/18, Due 10/24)
+Added: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/18, Due 10/24) 9,218,032 9,083,136 8,987,581
Class A LLC Units (154,320 units, Acquired 10/18) 154,320 184,312
−Removed: LTI Holdings, Inc.
9,218,032 9,237,456 9,171,893
−Removed: Industrial Conglomerates
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 09/18, Due 09/25)
−Removed: Mallinckrodt Plc (0.5%)* (3) (4) (5) (6)
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.9% Cash, Acquired 08/18, Due 09/24)
+Added: Learfield Communications, LLC (1.0%)* Broadcasting First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, Acquired 08/20, Due 12/23) (9)(10)
+Added: 136,803 96,446 123,073
+Added: First Lien Senior Secured Term Loan (LIBOR + 3.00%, 3.2% Cash, 10.0% PIK, Acquired 08/20, Due 12/23) (12)
+Added: 7,181,368 7,117,163 7,133,468
+Added: 7,318,171 7,213,609 7,256,541
+Added: Legal Solutions Holdings (1.3%)* (7) (23)
+Added: Business Services Senior Subordinated Loan (6.0% Cash, 10.0% PIK, Acquired 12/20, Due 03/22) 10,398,126 9,597,471 9,597,471
+Added: 10,398,126 9,597,471 9,597,471
MB2 Dental Solutions, LLC (1.0%)* (7) (9) (12)
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.9% Cash, Acquired 09/19, Due 09/23)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 6.5%, 6.7% Cash, Acquired 09/19, Due 09/23) 7,443,622 7,381,819 7,443,622
+Added: 7,443,622 7,381,819 7,443,622
Media Recovery, Inc.
+Added: (SpotSee) (1.3%)* (7) (9) (12)
+Added: Containers, Packaging & Glass First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 11/25) 9,179,626 8,873,020 9,018,983
9,179,626 8,873,020 9,018,983
−Removed: Containers, Packaging and Glass
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.7% Cash, Acquired 11/19, Due 11/25)
−Removed: Men's Wearhouse, Inc.
−Removed: (The) (1.4%)* (4) (6)
−Removed: Apparel Retail
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.9% Cash, Acquired 08/18, Due 04/25)
−Removed: Nautilus Power, LLC (0.6%)* (6)
−Removed: Independent Power Producers & Energy Traders
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.0% Cash, Acquired 09/18, Due 05/24)
+Added: Modern Star Holdings Bidco Pty Limited.
(1.4%)* (3) (7) (9) (22)
−Removed: Specialized Finance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 01/24)
+Added: Non-durable Consumer Goods First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/26) 10,482,797 9,973,821 10,101,881
+Added: 10,482,797 9,973,821 10,101,881
+Added: MSG National Properties (0.3%)* (3) (7) (9) (12)
+Added: Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.0% Cash, Acquired 11/20, Due 11/25) 2,461,759 2,389,417 2,474,068
+Added: 2,461,759 2,389,417 2,474,068
+Added: Murphy Midco Limited (1.3%)* (3) (7) (9) (16)
+Added: Media, Diversified & Production First Lien Senior Secured Term Loan (GBP LIBOR + 5.50%, 5.5% Cash, Acquired 11/20, Due 11/27) 9,904,416 9,228,222 9,508,239
+Added: 9,904,416 9,228,222 9,508,239
+Added: Music Reports, Inc.
+Added: (0.8%)* (7) (9) (10)
+Added: Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 08/20, Due 08/26) 5,592,972 5,459,912 5,469,461
+Added: 5,592,972 5,459,912 5,469,461
+Added: Neuberger Berman CLO Ltd:
+Added: Series 2020-36A (0.3%)* (3) (9) (12)
+Added: Structured Finance Structured Secured Note - Class E (LIBOR + 7.81%, 8.0% Cash, Acquired 03/20, Due 04/33) 2,500,000 2,476,562 2,501,790
+Added: 2,500,000 2,476,562 2,501,790
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (1.6%)* (7) (9) (10)
−Removed: Energy Equipment & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.0% Cash, Acquired 10/18, Due 10/25)
+Added: Energy Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/18, Due 10/25) 11,855,804 11,813,315 11,645,956
+Added: 11,855,804 11,813,315 11,645,956
+Added: Omni Intermediate Holdings, LLC (1.4%)* (7) (9) (10)
+Added: Transportation First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 10,000,000 9,700,263 9,700,000
+Added: 10,000,000 9,700,263 9,700,000
+Added: Options Technology Ltd.
+Added: (1.3%)* (3) (7) (9) (12)
+Added: Computer Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/19, Due 12/25) 9,796,552 9,583,342 9,633,049
+Added: 9,796,552 9,583,342 9,633,049
+Added: Pacific Health Supplies Bidco Pty Limited (2.5%)* (3) (7) (9) (21)
+Added: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.5% Cash, Acquired 12/20, Due 12/25) 18,489,367 17,237,355 17,919,335
+Added: 18,489,367 17,237,355 17,919,335
+Added: Pare SAS (SAS Maurice MARLE) (0.7%)* (3) (7) (9) (19)
+Added: Health Care Equipment First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, 1.5% PIK, Acquired 12/19, Due 12/26) 4,817,430 4,305,403 4,683,024
+Added: 4,817,430 4,305,403 4,683,024
Barings BDC, Inc.
2 unchanged sentences
Portfolio Company (6)
−Removed: Type of Investment (1) (2)
−Removed: NVA Holdings, Inc.
−Removed: Health Care Facilities
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 6.5% Cash, Acquired 08/18, Due 02/25)
−Removed: Omaha Holdings LLC (0.9%)* (6)
−Removed: Auto Parts & Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 03/24)
−Removed: Omnitracs, LLC (0.8%)* (6)
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.7% Cash, Acquired 08/18, Due 03/25)
−Removed: Options Technology Ltd.
+Added: Industry Type of Investment (1) (2) (6)
+Added: Amount Cost Fair
+Added: Patriot New Midco 1 Limited (Forensic Risk Alliance) (1.2%)* (3) (7) (9)
+Added: Diversified Financial Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/20, Due 02/27) (12)
$ 4,489,471 $ 4,372,581 $ 4,388,907
−Removed: Computer Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.5% Cash, Acquired 12/19, Due 12/25)
−Removed: Ortho-Clinical Diagnostics Bermuda Co.
+Added: First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 02/20, Due 02/27) (18)
4,126,940 3,579,755 4,034,496
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.3% Cash, Acquired 08/18, Due 06/25)
−Removed: Pare SAS (SAS Maurice MARLE) (2.4%)* (3) (5) (7)
−Removed: Health Care Equipment
−Removed: First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 5.75% Cash, 1.0% PIK, Acquired 12/19, Due 12/26)
−Removed: PAREXEL International Corp.
8,616,411 7,952,336 8,423,403
−Removed: Pharmaceuticals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.6% Cash, Acquired 09/18, Due 09/24)
−Removed: Penn Engineering & Manufacturing Corp.
−Removed: Industrial Conglomerates
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 06/24)
−Removed: PeroxyChem Holdings, L.P.
+Added: PerTronix, LLC (1.1%)* (7) (9) (13)
+Added: Automotive First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/20, Due 10/26) 8,308,515 8,186,879 8,183,887
8,308,515 8,186,879 8,183,887
−Removed: Diversified Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.1% Cash, Acquired 10/19, Due 09/24)
−Removed: Phoenix Services International LLC (0.5%)* (6)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 5.5% Cash, Acquired 08/18, Due 03/25)
−Removed: PODS Enterprises, Inc.
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 12/24)
−Removed: Premier Technical Services Group (0.5%)* (3) (5) (7)
−Removed: Construction & Engineering
−Removed: First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.5% Cash, Acquired 08/19, Due 08/26)
−Removed: Pro Mach Inc.
+Added: Playtika Holding Corp.
(0.5%)* (9) (12)
−Removed: Industrial Machinery
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 08/18, Due 03/25)
−Removed: ProAmpac Intermediate Inc.
+Added: Leisure, Amusement & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 03/20, Due 12/24) 3,800,000 3,536,230 3,818,582
3,800,000 3,536,230 3,818,582
−Removed: Packaged Foods & Meats
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.4% Cash, Acquired 08/18, Due 11/23)
+Added: Premier Technical Services Group (Project Graphite) (0.4%)* (3) (7) (9) (15)
+Added: Construction & Engineering First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.3% Cash, Acquired 08/19, Due 06/26) 3,108,900 2,681,906 3,039,998
+Added: 3,108,900 2,681,906 3,039,998
+Added: Premium Franchise Brands, LLC (3.4%)* (7) (9) (12)
+Added: Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/26) 25,000,000 24,501,666 24,500,000
+Added: 25,000,000 24,501,666 24,500,000
Process Equipment, Inc.
+Added: (ProcessBarron) (0.8%)* (7) (9) (12)
+Added: Industrial Air & Material Handling Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 03/19, Due 03/25) 6,173,594 6,090,812 5,612,414
6,173,594 6,090,812 5,612,414
−Removed: Industrial Air & Material Handling Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.9% Cash, Acquired 03/19, Due 03/25)
Professional Datasolutions, Inc.
(PDI) (2.3%)* (7) (9) (12)
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.4% Cash, Acquired 03/19, Due 10/24)
+Added: Application Software First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 03/19, Due 10/24) 16,924,678 16,905,254 16,628,496
+Added: 16,924,678 16,905,254 16,628,496
PSC UK Pty Ltd.
(0.4%)* (3) (7) (9) (15)
−Removed: Insurance Services
−Removed: First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 6.3% Cash, Acquired 11/19, Due 11/24)
+Added: Insurance Services First Lien Senior Secured Term Loan (GBP LIBOR + 6.0%, 6.5% Cash, Acquired 11/19, Due 10/24) 2,684,817 2,439,292 2,614,299
+Added: 2,684,817 2,439,292 2,614,299
+Added: Questel Unite (3.1%)* (3) (7) (9) (18)
+Added: Business Services First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/27)
+Added: 22,451,369 21,728,443 21,905,058
+Added: 22,451,369 21,728,443 21,905,058
+Added: Radwell International, LLC (1.9%)* (7) (9) (12)
+Added: Wholesale First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 12/26) 14,264,053 13,916,962 13,914,053
+Added: 14,264,053 13,916,962 13,914,053
+Added: Recovery Point Systems, Inc.
+Added: (1.6%)* (7) (9) (10)
+Added: Technology First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 03/20, Due 07/26) 11,795,776 11,572,084 11,766,287
+Added: 11,795,776 11,572,084 11,766,287
+Added: REP SEKO MERGER SUB LLC
+Added: (1.2%)* (7) (9) (10)
+Added: Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 8,545,455 8,290,487 8,345,456
+Added: 8,545,455 8,290,487 8,345,456
+Added: RPX Corporation (2.4%)* (7) (9) (12)
+Added: Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/20, Due 10/25) 17,500,000 17,110,715 17,106,250
+Added: 17,500,000 17,110,715 17,106,250
+Added: Series 2019-6A
+Added: (0.3%)* (3) (12)
+Added: Structured Finance Structured Secured Note - Class D (LIBOR + 6.75%, 7.0% Cash, Acquired 03/20, Due 04/30) 2,000,000 1,661,539 2,000,124
+Added: 2,000,000 1,661,539 2,000,124
+Added: Ruffalo Noel Levitz, LLC
+Added: (1.3%)* (7) (9) (12)
+Added: Media Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/19, Due 05/22) 9,616,736 9,552,719 9,567,718
+Added: 9,616,736 9,552,719 9,567,718
+Added: Safety Products Holdings, LLC (2.5%)* (9) (12)
+Added: Non-durable Consumer Goods First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 12/26) (7)
+Added: 18,108,567 17,559,056 17,555,609
+Added: Common Stock (424.1 units, Acquired 12/20) 424,088 424,090
+Added: 18,108,567 17,983,144 17,979,699
+Added: Scaled Agile, Inc.
+Added: (0.7%)* (7) (9) (10)
+Added: Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 06/19, Due 06/24) 4,845,720 4,807,839 4,797,263
+Added: 4,845,720 4,807,839 4,797,263
Barings BDC, Inc.
2 unchanged sentences
Portfolio Company (6)
−Removed: Type of Investment (1) (2)
−Removed: Qlik Technologies Inc.
−Removed: (Alpha Intermediate Holding, Inc.) (0.9%)* (6)
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.5% Cash, Acquired 08/18, Due 04/24)
−Removed: Red Ventures, LLC (1.0%)* (6)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 11/24)
−Removed: RedPrairie Holding, Inc.
−Removed: Computer Storage & Peripherals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.6% Cash, Acquired 09/18, Due 10/23)
−Removed: Renaissance Learning, Inc.
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 08/18, Due 05/25)
−Removed: Reynolds Group Holdings Ltd.
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 02/23)
−Removed: Ruffalo Noel Levitz, LLC (1.7%)* (5) (7)
−Removed: Media Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.9% Cash, Acquired 01/19, Due 05/22)
−Removed: Scaled Agile, Inc.
+Added: Industry Type of Investment (1) (2) (6)
+Added: Amount Cost Fair
+Added: Serta Simmons Bedding LLC
(1.5%)* (9) (10)
−Removed: Research & Consulting Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.0% Cash, Acquired 06/19, Due 06/24)
−Removed: SCI Packaging Inc.
−Removed: Metal & Glass Containers
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.2% Cash, Acquired 08/18, Due 04/24)
−Removed: Seadrill Ltd.
+Added: Home Furnishings Super Priority First Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) $ 7,424,499 $ 7,234,063 $ 7,498,744
+Added: Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 3,643,817 3,379,870 3,272,913
11,068,316 10,613,933 10,771,657
−Removed: Oil & Gas Equipment & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.9% Cash, Acquired 09/18, Due 02/21)
−Removed: Seaworld Entertainment, Inc.
+Added: SISU ACQUISITIONCO., INC.
(2.2%)* (7) (9) (12)
−Removed: Leisure Facilities
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 03/24)
−Removed: Serta Simmons Bedding LLC (0.6%)* (4) (5)
−Removed: Home Furnishings
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.2% Cash, Acquired 10/19, Due 11/23)
−Removed: SIWF Holdings, Inc.
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/20, Due 12/26) 16,132,835 15,811,282 15,810,178
16,132,835 15,811,282 15,810,178
−Removed: Home Furnishings
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.0% Cash, Acquired 08/18, Due 06/25)
−Removed: SK Blue Holdings, LP (0.7%)* (6) (7)
−Removed: Commodity Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.8% Cash, Acquired 09/18, Due 10/25)
+Added: SMA Holdings, Inc.
+Added: (1.0%)* (7) (23)
+Added: Consulting First Lien Loan (11.0% Cash, Acquired 12/20, Due 06/24) 7,000,000 6,720,000 6,720,000
+Added: Warrants (2.0 units, Acquired 12/20) 286,781 286,781
+Added: 7,000,000 7,006,781 7,006,781
Smile Brands Group Inc.
(2.1%)* (7) (9) (12)
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.6% Cash, Acquired 10/18, Due 10/24)
−Removed: Solenis International, LLC (f/k/a
−Removed: Solenis Holdings, L.P.) (1.4%)* (5) (6)
−Removed: Specialty Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.9% Cash, Acquired 08/18, Due 06/25)
−Removed: SonicWALL, Inc.
−Removed: Internet Software & Services
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 5.17%, 5.4% Cash, Acquired 10/18, Due 10/24) 5,880,607 5,842,184 5,824,154
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 10/24) 9,310,993 9,030,258 9,024,500
+Added: 15,191,600 14,872,442 14,848,654
+Added: SN BUYER, LLC (4.8%)* (7) (9) (12)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 11/26) 35,000,000 34,304,393 34,300,000
+Added: 35,000,000 34,304,393 34,300,000
Springbrook Software (SBRK Intermediate, Inc.) (1.3%)* (7) (9) (12)
−Removed: Enterprise Software and Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.7% Cash, Acquired 12/19, Due 12/26)
−Removed: SRS Distribution, Inc.
−Removed: Building Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 09/18, Due 05/25)
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2019
−Removed: Portfolio Company
−Removed: Type of Investment (1) (2)
−Removed: SS&C Technologies, Inc.
+Added: Enterprise Software & Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 9,349,719 9,152,983 9,201,599
9,349,719 9,152,983 9,201,599
−Removed: Computer & Electronics Retail
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.25%, 4.0% Cash, Acquired 10/18, Due 04/25)
+Added: SSCP Pegasus Midco Limited (2.3%)* (3) (7) (9) (16)
+Added: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 6.8% Cash, Acquired 12/20, Due 11/27) 17,664,989 16,498,614 16,733,353
+Added: 17,664,989 16,498,614 16,733,353
Syniverse Holdings, Inc.
(2.2%)* (9) (12)
−Removed: Technology Distributors
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.8% Cash, Acquired 08/18, Due 03/23)
−Removed: Tahoe Subco 1 Ltd.
+Added: Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/18, Due 03/23) 17,480,454 16,048,735 15,749,365
17,480,454 16,048,735 15,749,365
−Removed: Internet Software & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.7% Cash, Acquired 09/18, Due 06/24)
Team Health Holdings, Inc.
(0.8%)* (9) (10)
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 02/24)
−Removed: Tempo Acquisition LLC (1.0%)* (6)
−Removed: Investment Banking & Brokerage
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 05/24)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 2.75%, 3.8% Cash, Acquired 09/18, Due 02/24) 6,822,785 6,659,174 6,058,906
+Added: 6,822,785 6,659,174 6,058,906
The Hilb Group, LLC
−Removed: Insurance Brokerage
+Added: (2.1%)* (7) (9)
+Added: Insurance Brokerage First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) (11)
+Added: 11,667,719 11,413,365 11,541,707
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/19, Due 12/26) (12)
+Added: 3,602,001 3,374,934 3,373,303
+Added: 15,269,720 14,788,299 14,915,010
Total Safety U.S.
−Removed: Diversified Support Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.9% Cash, Acquired 11/19, Due 08/25)
+Added: Diversified Support Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 08/25) 6,857,482 6,611,003 6,576,325
+Added: 6,857,482 6,611,003 6,576,325
+Added: Transit Technologies LLC
+Added: (0.7%)* (7) (9) (12)
+Added: Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.0% Cash, Acquired 02/20, Due 02/25) 6,035,305 5,859,123 5,221,746
+Added: 6,035,305 5,859,123 5,221,746
Transportation Insight, LLC (3.3%)* (7) (9) (12)
−Removed: Air Freight & Logistics
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.3% Cash, Acquired 08/18, Due 12/24)
+Added: Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.6% Cash, Acquired 08/18, Due 12/24) 24,506,875 24,346,335 23,899,105
+Added: 24,506,875 24,346,335 23,899,105
Truck-Lite Co., LLC (3.0%)* (7) (9) (12)
−Removed: Automotive Parts and Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 6.25%, 8.1% Cash, Acquired 12/19, Due 12/24)
+Added: Automotive Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/19, Due 12/26) 22,352,885 21,960,470 21,791,827
+Added: 22,352,885 21,960,470 21,791,827
Trystar, LLC (2.5%)* (7) (9) (12)
−Removed: Power Distribution Solutions
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.7% Cash, Acquired 09/18, Due 09/23)
−Removed: LLC Units (361.5 units, Acquired 09/18)
−Removed: Anesthesia Partners, Inc.
+Added: Power Distribution Solutions First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 09/18, Due 09/23) 17,596,398 17,384,658 17,288,461
+Added: Class A LLC Units (384.5 units, Acquired 09/18) 395,995 339,474
17,596,398 17,780,653 17,627,935
−Removed: Managed Health Care
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 06/24)
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2020
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2) (6)
+Added: Amount Cost Fair
+Added: Tuf-Tug, Inc.
+Added: (0.1%)* (7) (23)
+Added: Safety Equipment Manufacturer Common Stock (24.6 shares, Acquired 12/20) $ 385,047 $ 385,047
+Added: 385,047 385,047
+Added: Turf Products, LLC (1.2%)* (7) (23)
+Added: Landscaping & Irrigation Equipment Distributor Senior Subordinated Debt (10.0% Cash, Acquired 12/20, Due 10/23) $ 8,697,056 8,383,962 8,383,962
+Added: 8,697,056 8,383,962 8,383,962
+Added: Gas & Electric, Inc.
+Added: (0.2%)* (7) (23)
+Added: Energy Services Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) 2,285,250 1,785,250 1,785,250
+Added: Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) (24)
+Added: 2,485,469 — —
+Added: 4,770,719 1,785,250 1,785,250
Silica Company (0.2%)* (3) (9) (10)
−Removed: Metal & Glass Containers
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.8% Cash, Acquired 08/18, Due 05/25)
−Removed: USF Holdings LLC (0.5%)* (6) (7)
−Removed: Auto Parts & Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 12/21)
−Removed: USIC Holdings, Inc.
+Added: Metal & Glass Containers First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.0% Cash, Acquired 08/18, Due 05/25) 1,487,525 1,490,312 1,299,724
1,487,525 1,490,312 1,299,724
−Removed: Packaged Foods & Meats
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 08/18, Due 12/23)
−Removed: USI Holdings Corp.
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.9% Cash, Acquired 08/18, Due 05/24)
+Added: UKFast Leaders Limited (3.3%)* (3) (7) (9) (14)
+Added: Technology First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 6.8% Cash, Acquired 09/20, Due 9/27) 24,226,278 22,140,865 23,625,466
+Added: 24,226,278 22,140,865 23,625,466
+Added: USF Holdings LLC (U.S.
+Added: Farathane, LLC) (0.4%)* (9) (12)
+Added: Auto Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 3.5%, 4.5% Cash, Acquired 08/18, Due 12/21) 3,088,580 3,092,541 2,849,214
+Added: 3,088,580 3,092,541 2,849,214
USLS Acquisition, Inc.
(f/k/a US Legal Support, Inc.) (2.1%)* (7) (9) (12)
−Removed: Legal Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.7% Cash, Acquired 11/18, Due 11/24)
+Added: Legal Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/18, Due 11/24) 16,388,428 16,165,710 15,226,488
+Added: 16,388,428 16,165,710 15,226,488
+Added: Utac Ceram (0.2%)* (3) (7) (9) (18)
+Added: Business Services First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 09/20, Due 09/27) 1,713,064 1,524,242 1,651,143
+Added: 1,713,064 1,524,242 1,651,143
Validity, Inc.
(0.6%)* (7) (9) (10)
−Removed: IT Consulting & Other Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.7% Cash, Acquired 07/19, Due 05/25)
−Removed: Venator Materials LLC (0.3%)* (3) (6)
−Removed: Commodity Chemicals
+Added: IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.9% Cash, Acquired 07/19, Due 05/25) 5,025,862 4,896,882 4,586,098
+Added: 5,025,862 4,896,882 4,586,098
+Added: W2O Holdings, Inc.
+Added: (0.0%)* (7) (9)
+Added: Healthcare Technology Undrawn Delayed Draw Term Loan (LIBOR + 5.0%, 5.0% Cash, Acquired 10/20, Due 06/25) — (115,981) (104,214)
+Added: — (115,981) (104,214)
+Added: Winebow Group, LLC, (The) (2.1%)* (9) (10)
+Added: Consumer Goods First Lien Senior Secured Term Loan (LIBOR + 3.75%, 4.8% Cash, Acquired 11/19, Due 07/21) 10,599,445 10,113,510 9,690,543
+Added: Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.5% Cash, Acquired 10/19, Due 01/22)
+Added: 7,141,980 4,813,864 5,713,584
+Added: 17,741,425 14,927,374 15,404,127
+Added: World 50, Inc.
+Added: (1.7%)* (7) (9) (10)
+Added: Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 01/20, Due 01/26) 3,313,191 3,218,141 3,313,191
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 09/20, Due 01/26) 9,100,607 8,905,025 8,940,436
+Added: 12,413,798 12,123,166 12,253,627
+Added: Subtotal Non–Control / Non–Affiliate Investments (184.7%) 1,378,776,392 1,318,614,617 1,325,783,281
+Added: Affiliate Investments:
+Added: Advantage Insurance, Inc.
+Added: (0.8%)* (7) (23)
+Added: Banking, Finance, Insurance, & Real Estate Preferred Stock (587,001 shares, Acquired 12/20) 5,946,641 5,946,641
+Added: 5,946,641 5,946,641
+Added: Jocassee Partners LLC (3.2%)* (3)
+Added: Investment Funds & Vehicles 9.1% Member Interest, Acquired 06/19 20,158,270 22,623,820
+Added: 20,158,270 22,623,820
+Added: JSC Tekers Holdings (0.7%)* (3) (7) (23)
+Added: Real Estate Management Preferred Stock (9,159,085 shares, Acquired 12/20) 4,753,000 4,753,000
+Added: Common Stock (3,201 shares, Acquired 12/20) — —
+Added: 4,753,000 4,753,000
Barings BDC, Inc.
2 unchanged sentences
Portfolio Company (6)
−Removed: Type of Investment (1) (2)
−Removed: Veritas Bermuda Intermediate Holdings Ltd.
−Removed: Technology Distributors
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.3% Cash, Acquired 09/18, Due 01/23)
−Removed: VF Holding Corp.
+Added: Industry Type of Investment (1) (2) (6)
+Added: Amount Cost Fair
+Added: Security Holdings B.V.
(4.9%)* (3) (7) (23)
−Removed: Systems Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 08/18, Due 07/25)
−Removed: Wilsonart, LLC (0.9%)* (6)
−Removed: Building Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.2% Cash, Acquired 11/18, Due 12/23)
−Removed: Winebow Group, LLC, (The) (1.7%)* (4) (5)
−Removed: Consumer Goods
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 5.5% Cash, Acquired 11/19, Due 07/21)
−Removed: Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 9.3% Cash, Acquired 10/19, Due 01/22)
−Removed: Wink Holdco, Inc.
−Removed: Managed Health Care
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 12/24)
+Added: Electrical Engineering Bridge Loan (5.0% PIK, Acquired 12/20, Due 05/22) $ 5,187,506 $ 5,187,508 $ 5,187,508
+Added: Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) 8,746,454 8,746,454 8,746,454
+Added: Common Stock (1,099.5 shares, Acquired 12/20) 21,264,000 21,329,370
13,933,960 35,197,962 35,263,332
−Removed: Semiconductor Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.3% Cash, Acquired 08/18, Due 12/23)
−Removed: Subtotal Non–Control / Non–Affiliate Investments
+Added: Thompson Rivers LLC (1.4%)* (3)
+Added: Investment Funds & Vehicles 10% Member Interest, Acquired 06/20 10,000,000 10,011,840
10,000,000 10,011,840
+Added: Subtotal Affiliate Investments (11.0%) 13,933,960 76,055,873 78,598,633
+Added: Control Investments:
+Added: MVC Automotive Group Gmbh (2.3%)* (3) (7) (23)
+Added: Other Diversified Financial Services Bridge Loan (6.0% Cash, Acquired 12/20, Due 12/21) 7,149,166 7,149,166 7,149,166
+Added: Common Equity Interest (18,000 shares, Acquired 12/20) 9,553,000 9,582,368
7,149,166 16,702,166 16,731,534
+Added: MVC Private Equity Fund LP (1.3%)* (3) (23)
+Added: Investment Funds & Vehicles General Partnership Interest 224,978 224,978
+Added: Limited Partnership Interest 8,899,284 8,899,284
9,124,262 9,124,262
−Removed: Affiliate Investment:
−Removed: Jocassee Partners LLC (1.8%)* (3) (5)
−Removed: Investment Funds & Vehicles
−Removed: 9.1% Member Interest, Acquired 06/19
−Removed: Subtotal Affiliate Investment
+Added: Subtotal Control Investments (3.6%) 7,149,166 25,826,428 25,855,796
Short-Term Investments:
−Removed: BNY Mellon Investment Advisor, Inc.
+Added: BlackRock, Inc.
+Added: (4.2%)* Money Market Fund BlackRock Liquidity Temporary Fund (0.08% yield) 30,000,000 30,000,000
30,000,000 30,000,000
−Removed: Money Market Fund
−Removed: Dreyfus Government Cash Management Fund (1.5% yield)
−Removed: Federated Investment Management Company (4.3%)* (6)
−Removed: Money Market Fund
−Removed: Federated Government Obligation Fund (1.5% yield)
+Added: JPMorgan Chase & Co.
+Added: (5.0%)* Money Market Fund JPMorgan Prime Money Market Fund (0.09% yield) 35,558,227 35,558,227
+Added: 35,558,227 35,558,227
Subtotal Short-Term Investments (9.1%) 65,558,227 65,558,227
Total Investments, December 31, 2020 (208.4%)* $ 1,399,859,518 $ 1,486,055,145 $ 1,495,795,937
−Removed: 1,196,200,594
−Removed: 1,192,613,930
−Removed: 1,173,643,807
Barings BDC, Inc.
1 unchanged sentence
December 31, 2020
+Added: Derivative Instruments
+Added: Credit Support Agreement(a)(b)(d)
+Added: Description Counter Party Settlement Date(c) Notional Amount Value Unrealized Appreciation (Depreciation)
+Added: Credit Support Agreement Barings LLC 01/01/31 $ 23,000,000 $ 13,600,000 $ —
+Added: Total Credit Support Agreement, December 31, 2020 $ —
+Added: (a) The Credit Support Agreement covers all of the investments acquired by the Company from MVC Capital, Inc.
+Added: ("MVC") in connection with the MVC Acquisition (as defined in “Note 11 – MVC Capital, Inc.
+Added: Acquisition”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from MVC in connection with the MVC Acquisition (collectively, the “Reference Portfolio”).
+Added: Each investment that is included in the Reference Portfolio is denoted in the above Schedule of Investments with footnote (23).
+Added: (b) The Company and Barings LLC entered into a Credit Support Agreement pursuant to which Barings LLC agreed to provide credit support to the Company in the amount of up to $23.0 million.
+Added: (c) Settlement Date means the earlier of (1) January 1, 2031 and (2) the date on which the entire Reference Portfolio has been realized or written off.
+Added: (d) See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreement.
Foreign Currency Forward Contracts:
−Removed: Notional Amount to be Purchased
−Removed: Notional Amount to be Sold
−Removed: Settlement Date
−Removed: Unrealized Appreciation (Depreciation)
+Added: Description Notional Amount to be Purchased Notional Amount to be Sold Settlement Date Unrealized Appreciation (Depreciation)
+Added: Foreign currency forward contract (AUD) $8,471,304 A$11,378,670 01/05/21 $ (309,049)
+Added: Foreign currency forward contract (AUD) A$11,378,670 $8,610,504 01/05/21 169,849
+Added: Foreign currency forward contract (AUD) $148,019 A$193,882 04/06/21 (1,698)
Foreign currency forward contract (EUR) $13,472,749 €11,406,604 01/05/21 (483,801)
4 unchanged sentences
Foreign currency forward contract (GBP) $13,109,849 £9,672,758 04/06/21 (119,769)
−Removed: Foreign currency forward contract (GBP)
−Removed: Foreign currency forward contract (GBP)
−Removed: Foreign currency forward contract (GBP)
−Removed: Foreign currency forward contract (GBP)
−Removed: Foreign currency forward contract (SEK)
−Removed: Foreign currency forward contract (SEK)
−Removed: Foreign currency forward contract (SEK)
−Removed: Foreign currency forward contract (SEK)
+Added: Foreign currency forward contract (SEK) $141,603 1,259,406kr 01/05/21 (11,748)
+Added: Foreign currency forward contract (SEK) 1,259,406kr $152,396 01/05/21 955
+Added: Foreign currency forward contract (SEK) $164,325 1,356,628kr 04/06/21 (1,028)
Total Foreign Currency Forward Contracts, December 31, 2020 $ (478,891)
+Added: _______________________________________________________________
* Fair value as a percentage of net assets.
1 unchanged sentence
Equity and any equity-linked investments are non-income producing, unless otherwise noted.
−Removed: The Board of Directors determined in good faith that all investments were valued at fair value in accordance with the Company's valuation policies and procedures and the Investment Company Act of 1940, as amended, (the "1940 Act") based on, among other things, the input of Barings, the Company’s Audit Committee and an independent valuation firm that has been engaged to assist in the valuation of the Company's middle-market investments.
+Added: The Company's Board of Directors (the "Board") determined in good faith that all investments were valued at fair value in accordance with the Company's valuation policies and procedures and the Investment Company Act of 1940, as amended, (the "1940 Act") based on, among other things, the input of the Company's external investment adviser, Barings LLC ("Barings"), the Company’s Audit Committee and independent valuation firms that have been engaged to assist in the valuation of the Company's middle-market investments.
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.
−Removed: A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower's option.
+Added: A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, GBP LIBOR, BBSY, STIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower's option.
The borrower may also elect to have multiple interest reset periods for each loan.
−Removed: All of the Company’s portfolio company investments, which as of December 31, 2019 represented 206% of the Company’s net assets, are subject to legal restrictions on sales.
−Removed: Acquisition date herein represents date of initial investment in portfolio company.
+Added: (2) All of the Company’s portfolio company investments (including joint venture and short-term investments), which as of December 31, 2020 represented 208.4 % of the Company’s net assets, are subject to legal restrictions on sales.
+Added: 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.
−Removed: Non-qualifying assets represent 14.8% of total investments at fair value as of December 31, 2019 .
+Added: Non-qualifying assets repres ent 23.4% of tot al investments at fair value as of December 31, 2020.
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).
−Removed: Some or all of the investment is or will be encumbered as security for Barings BDC Senior Funding I, LLC's credit facility entered into in August 2018 with Bank of America, N.A., as amended and restated in December 2018 (the "August 2018 Credit Facility").
−Removed: Some or all of the investment is or will be encumbered as security for the Company's credit facility entered into in February 2019 (and subsequently amended in December 2019) with ING Capital LLC (the "February 2019 Credit Facility").
−Removed: Some or all of the investment is encumbered as security for the Company's $449.3 million term debt securitization entered into in May 2019 (the "Debt Securitization").
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2020
+Added: (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”).
+Added: Transactions related to investments in non-controlled "Affiliate Investments" for the year ended December 31, 2020 were as follows:
+Added: Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) Amount of Interest or Dividends Credited to Income(b) December 31, 2019
+Added: Value Gross Additions
+Added: (c) Gross Reductions (d) December 31, 2020
+Added: Portfolio Company Type of Investment(a)
+Added: Advantage Insurance, Inc.
+Added: Preferred Stock (587,001 shares) $ — $ — $ — $ — $ 5,946,641 $ — $ 5,946,641
+Added: — — — — 5,946,641 — 5,946,641
+Added: Jocassee Partners LLC 9.1% Member Interest — 2,394,007 — 10,229,813 12,394,007 — 22,623,820
+Added: — 2,394,007 — 10,229,813 12,394,007 — 22,623,820
+Added: JSC Tekers Holdings (e)
+Added: Common Stock (3,201 shares) — — — — — — —
+Added: Preferred Stock (9,159,085 shares) — — — — 4,753,000 — 4,753,000
+Added: — — — — 4,753,000 — 4,753,000
+Added: Security Holdings B.V (e)
+Added: Bridge Loan (5.0% PIK) — — — — 5,187,508 — 5,187,508
+Added: Senior Subordinated Loan (3.1% PIK) — — — — 8,746,454 — 8,746,454
+Added: Common Stock (1,099.5 shares) — 65,370 — — 21,329,370 — 21,329,370
+Added: — 65,370 — — 35,263,332 — 35,263,332
+Added: Thompson Rivers LLC 10% Member Interest — 11,840 — — 10,011,840 — 10,011,840
+Added: — 11,840 — — 10,011,840 — 10,011,840
+Added: Total Affiliate Investments $ — $ 2,471,217 $ — $ 10,229,813 $ 68,368,820 $ — $ 78,598,633
+Added: (a) Equity and equity-linked investments are non-income producing, unless otherwise noted.
+Added: (b) 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.
+Added: (c) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
+Added: Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
+Added: (d) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
+Added: Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
+Added: (e) The fair value of the investment was determined using significant unobservable inputs.
+Added: (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).
+Added: Transactions as of and during the year ended December 31, 2020 in which the portfolio company is deemed to be a "Control Investment" of the Company are as follows:
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2020
+Added: Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) Amount of Interest or Dividends Credited to Income(b) December 31, 2019
+Added: Value Gross Additions
+Added: (c) Gross Reductions (d) December 31, 2020
+Added: Portfolio Company Type of Investment(a)
+Added: MVC Automotive Group GmbH (e)
+Added: Common Equity Interest (18,000 shares) $ — $ 29,368 $ — $ — $ 9,582,368 $ — $ 9,582,368
+Added: Bridge Loan (6.0% PIK) — — 9,532 — 7,149,166 — 7,149,166
+Added: — 29,368 9,532 — 16,731,534 — 16,731,534
+Added: MVC Private Equity Fund LP (e)
+Added: Limited Partnership Interest — — — — 8,899,284 — 8,899,284
+Added: General Partnership Interest — — 5,292 — 224,978 — 224,978
+Added: — — 5,292 — 9,124,262 — 9,124,262
+Added: Total Control Investments $ — $ 29,368 $ 14,824 $ — $ 25,855,796 $ — $ 25,855,796
+Added: (a) Equity and equity-linked investments are non-income producing, unless otherwise noted.
+Added: (b) 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.
+Added: (c) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
+Added: Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
+Added: (d) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
+Added: Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
+Added: (e) The fair value of the investment was determined using significant unobservable inputs.
+Added: (6) Some or all of the investment is or will be encumbered as security for the Company's $800.0 million 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").
(7) The fair value of the investment was determined using significant unobservable inputs.
+Added: (8) Non-accrual investment.
+Added: (9) Debt investment includes interest rate floor feature.
+Added: (10) The interest rate on these loans is subject to 1 Month LIBOR, which as of December 31, 2020 w as 0.14388%.
+Added: (11) The interest rate on these loans is subject to 2 Month LIBOR, which as of December 31, 2020 was 0.19038%.
+Added: (12) The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 2020 was 0.23838%.
+Added: (13) The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 2020 was 0.25763%.
+Added: (14) The interest rate on these loans is subject to 2 month GBP LIBOR, which as of December 31, 2020 was 0.06088%.
+Added: (15) The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of December 31, 2020 was 0.02550%.
+Added: (16) The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of December 31, 2020 was 0.02988%.
+Added: (17) The interest rate on these loans is subject to 1 Month EURIBOR, which as of December 31, 2020 was -0.55400%.
+Added: (18) The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2020 was -0.54500%.
+Added: (19) The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2020 was -0.526%.
+Added: (20) The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2020 was -0.08500%.
+Added: (21) The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2020 was 0.01000%.
+Added: (22) The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2020 was 0.01000%.
+Added: (23) Investment was purchased as part of the MVC Acquisition and is part of the Reference Portfolio for purposes of the Credit Support Agreement.
+Added: (24) In 2017, MVC Capital, Inc.
+Added: received $5.7 million of 9.5% second lien callable notes due in 2025, in lieu of an escrow to satisfy any indemnification claims associated with MVC Capital, Inc's sale of its equity investment in U.S.
+Added: Gas & Electric.
+Added: Effective January 1, 2018, the cost basis of the U.S.
+Added: Gas second lien loan was decreased by approximately $3.0 million due to a working capital adjustment.
+Added: This loan is still subject to indemnification adjustments.
See accompanying notes.
2 unchanged sentences
December 31, 2019
−Removed: Portfolio Company
−Removed: Type of Investment (1) (2)
+Added: Portfolio Company Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Non–Control / Non–Affiliate Investments:
+Added: 1WorldSync, Inc.
+Added: (3.9%)* (5) (7) (8)
+Added: IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 7.25%, 9.2% Cash, Acquired 07/19, Due 07/25) $ 22,445,913 $ 22,024,832 $ 22,000,839
+Added: 22,445,913 22,024,832 22,000,839
24 Hour Fitness Worldwide, Inc.
−Removed: Leisure Facilities
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 05/25)
−Removed: Accelerate Learning (1.5%)* (5)
−Removed: Education Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 12/24)
−Removed: Accurus Aerospace (4.3%)* (5)
−Removed: Aerospace & Defense
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 10/24)
+Added: (0.6%)* (4) (6) (8)
+Added: Leisure Facilities First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 05/25) 4,612,441 4,652,772 3,475,889
+Added: 4,612,441 4,652,772 3,475,889
+Added: Accelerate Learning, Inc.
+Added: (1.3%)* (5) (7) (8)
+Added: Education Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.4% Cash, Acquired 12/18, Due 12/24) 7,567,964 7,438,417 7,271,525
+Added: 7,567,964 7,438,417 7,271,525
+Added: Accurus Aerospace Corporation (4.1%)* (5) (7) (8)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.4% Cash, Acquired 10/18, Due 10/24) 24,750,000 24,442,153 23,423,629
+Added: 24,750,000 24,442,153 23,423,629
Acrisure, LLC (0.9%)* (6) (8)
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 11/23)
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 04/25)
+Added: Property & Casualty Insurance First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.2% Cash, Acquired 08/18, Due 11/23) 4,961,929 4,986,542 4,968,131
+Added: 4,961,929 4,986,542 4,968,131
+Added: (0.6%)* (6) (8)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 08/18, Due 04/25) 3,447,500 3,458,266 3,449,672
+Added: 3,447,500 3,458,266 3,449,672
+Added: Aftermath Bidco Corporation (2.1%)* (5) (7) (8)
+Added: Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.8% Cash, Acquired 04/19, Due 04/25) 12,259,030 12,010,502 12,016,813
+Added: 12,259,030 12,010,502 12,016,813
AlixPartners LLP (0.9%)* (6) (8)
−Removed: Investment Banking & Brokerage
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 04/24)
+Added: Investment Banking & Brokerage First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 04/24) 4,961,735 4,980,608 4,985,005
+Added: 4,961,735 4,980,608 4,985,005
Alliant Holdings LP (0.9%)* (6) (8)
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 05/25)
−Removed: American Airlines Group Inc.
+Added: Property & Casualty Insurance First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 05/25) 4,922,531 4,929,349 4,919,775
4,922,531 4,929,349 4,919,775
−Removed: Airport Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 1.75%, 4.3% Cash, Due 06/25)
American Dental Partners, Inc.
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 7.1% Cash, Due 03/23)
−Removed: Amscan Holdings Inc.
(1.7%)* (5) (8)
−Removed: Specialty Stores
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.0% Cash, Due 08/22)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.2% Cash, Acquired 11/18, Due 03/23) 9,900,000 9,880,958 9,751,500
+Added: 9,900,000 9,880,958 9,751,500
+Added: American Scaffold, Inc.
+Added: (1.7%)* (5) (7) (8)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.2% Cash, Acquired 09/19, Due 09/25) 9,784,844 9,574,185 9,576,821
+Added: 9,784,844 9,574,185 9,576,821
+Added: Anju Software, Inc.
+Added: (2.4%)* (5) (7) (8)
+Added: Application Software First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.4% Cash, Acquired 02/19, Due 02/25) 13,820,065 13,505,384 13,485,435
+Added: 13,820,065 13,505,384 13,485,435
Apex Tool Group, LLC (1.2%)* (4) (6) (8)
−Removed: Industrial Machinery
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.3% Cash, Due 02/22)
+Added: Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.3% Cash, Acquired 08/18, Due 08/24) 7,145,435 7,014,166 7,032,680
+Added: 7,145,435 7,014,166 7,032,680
Applied Systems Inc.
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 09/24)
+Added: (0.9%)* (6) (8)
+Added: Application Software First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.2% Cash, Acquired 09/19, Due 09/24) 4,963,321 4,993,617 4,978,360
+Added: 4,963,321 4,993,617 4,978,360
+Added: AQA Acquisition Holding, Inc.
+Added: (f/k/a SmartBear) (0.9%)* (5) (7) (8)
+Added: High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 10.1% Cash, Acquired 10/18, Due 05/24) 4,959,088 4,857,998 4,859,316
+Added: 4,959,088 4,857,998 4,859,316
+Added: Arch Global Precision LLC
+Added: (1.4%)* (5) (7) (8)
+Added: Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.6% Cash, Acquired 04/19, Due 04/26) 8,285,058 8,160,532 8,202,739
+Added: 8,285,058 8,160,532 8,202,739
+Added: Armstrong Transport Group (Pele Buyer, LLC ) (0.8%)* (5) (7) (8)
+Added: Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.5% Cash, Acquired 06/19, Due 06/24) 4,679,427 4,581,840 4,575,617
+Added: 4,679,427 4,581,840 4,575,617
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2019
+Added: Portfolio Company Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Ascend Learning, LLC (0.9%)* (6) (8)
−Removed: IT Consulting & Other Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 07/24)
+Added: IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 07/24) $ 4,961,928 $ 4,971,130 $ 4,989,864
+Added: 4,961,928 4,971,130 4,989,864
+Added: Ascensus Specialties, LLC
+Added: (1.4%)* (5) (7) (8)
+Added: Specialty Chemicals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.4% Cash, Acquired 09/19, Due 09/26) 8,092,810 8,014,212 8,023,386
+Added: 8,092,810 8,014,212 8,023,386
+Added: ASPEQ Heating Group LLC (1.8%)* (5) (7) (8)
+Added: Building Products, Air and Heating First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.2% Cash, Acquired 11/19, Due 11/25) 10,535,858 10,381,002 10,403,101
+Added: 10,535,858 10,381,002 10,403,101
AssuredPartners Capital, Inc.
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 10/24)
+Added: (0.9%)* (6) (8)
+Added: Property & Casualty Insurance First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 10/24) 4,957,568 4,966,915 4,968,722
+Added: 4,957,568 4,966,915 4,968,722
+Added: Auxi International (1.0%)* (3) (5) (7) (8)
+Added: Commercial Finance First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/19, Due 12/26) 5,578,822 5,359,131 5,429,359
+Added: 5,578,822 5,359,131 5,429,359
+Added: Avantor, Inc.
+Added: (0.3%)* (3) (6) (8)
+Added: Health Care Equipment First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 11/24) 1,477,017 1,494,467 1,489,320
+Added: 1,477,017 1,494,467 1,489,320
Aveanna Healthcare Holdings, Inc.
−Removed: (f/k/a BCPE Eagle Buyer LLC) (0.7%)* (4) (5)
−Removed: Health Care Facilities
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 03/24)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.5%, 8.0% Cash, Due 03/24)
+Added: (0.8%)* (6) (8)
+Added: Health Care Facilities First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.0% Cash, Acquired 10/18, Due 03/24) 1,473,559 1,457,678 1,415,545
+Added: First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.3% Cash, Acquired 10/18, Due 03/24) 3,529,748 3,530,607 3,400,700
+Added: 5,003,307 4,988,285 4,816,245
AVSC Holding Corp.
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.9% Cash, Due 03/25)
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2018
−Removed: Portfolio Company
−Removed: Type of Investment (1) (2)
+Added: (1.4%)* (4) (5) (6) (8)
+Added: Advertising First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.1% Cash, Acquired 08/18, Due 03/25) 7,879,699 7,843,898 7,840,301
+Added: 7,879,699 7,843,898 7,840,301
Bausch Health Companies Inc.
(0.8%)* (3) (6) (8)
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 05/25)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.7% Cash, Acquired 08/18, Due 05/25) 4,581,718 4,600,701 4,604,627
+Added: 4,581,718 4,600,701 4,604,627
BDP International, Inc.
−Removed: Air Freight & Logistics
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 8.1% Cash, Due 12/24)
+Added: (f/k/a BDP Buyer, LLC) (4.3%)* (5) (7) (8)
+Added: Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.7% Cash, Acquired 12/18, Due 12/24) 24,750,000 24,326,180 24,449,263
+Added: 24,750,000 24,326,180 24,449,263
+Added: Benify (Bennevis AB)
+Added: (0.2%)* (3) (5) (7) (8)
+Added: High Tech Industries First Lien Senior Secured Term Loan (STIBOR + 5.75%, 5.85% Cash, Acquired 07/19, Due 07/26) 1,394,029 1,363,957 1,373,219
+Added: 1,394,029 1,363,957 1,373,219
Berlin Packaging LLC
−Removed: Forest Products /Containers
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 11/25)
+Added: (1.5%)* (4) (5) (6) (8)
+Added: Forest Products /Containers First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.7% Cash, Acquired 08/18, Due 11/25) 8,372,500 8,389,597 8,297,734
+Added: 8,372,500 8,389,597 8,297,734
Blackhawk Network Holdings Inc.
−Removed: Data Processing & Outsourced Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 06/25)
−Removed: Brookfield WEC Holdings Inc.
−Removed: Construction & Engineering
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.3% Cash, Due 08/25)
−Removed: Brown Machine LLC (1.0%)* (5)
−Removed: Industrial Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.8% Cash, Due 10/24)
−Removed: Cadent (f/k/a Cross MediaWorks) (1.4%)* (5)
−Removed: Media & Entertainment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.7% Cash, Due 09/23)
−Removed: Caesars Entertainment Corp.
(0.9%)* (6) (8)
−Removed: Casinos & Gaming
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 12/24)
−Removed: Callaway Golf Co.
+Added: Data Processing & Outsourced Services First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 11/18, Due 06/25) 4,962,217 4,962,217 4,957,056
4,962,217 4,962,217 4,957,056
−Removed: Leisure Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.3% Cash, Due 12/25)
−Removed: Calpine Corp.
−Removed: Independent Power Producers & Energy Traders
−Removed: First Lien Senior Secured Term Loan7 (LIBOR + 2.5%, 5.3% Cash, Due 05/23)
−Removed: First Lien Senior Secured Term Loan5 (LIBOR + 2.5%, 5.3% Cash, Due 01/24)
+Added: Brown Machine Group Holdings, LLC (0.9%)* (5) (7) (8)
+Added: Industrial Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.2% Cash, Acquired 10/18, Due 10/24) 5,286,022 5,231,847 5,016,305
+Added: 5,286,022 5,231,847 5,016,305
+Added: Cadent, LLC (f/k/a Cross MediaWorks) (1.4%)* (5) (7) (8)
+Added: Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.0% Cash, Acquired 09/18, Due 09/23) 7,866,556 7,806,344 7,827,224
+Added: 7,866,556 7,806,344 7,827,224
Capital Automotive LLC (0.9%)* (6) (8)
−Removed: Automotive Retail
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 03/24)
−Removed: Carlyle Group L.P., (The) (f/k/a
−Removed: Nautilus Power, LLC) (0.6%)* (4)
−Removed: Independent Power Producers & Energy Traders
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 05/24)
−Removed: Charter Communications Inc.
+Added: Automotive Retail First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.3% Cash, Acquired 09/18, Due 03/24) 4,987,277 4,999,916 4,998,199
4,987,277 4,999,916 4,998,199
−Removed: Cable & Satellite
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.0%, 4.5% Cash, Due 04/25)
−Removed: Concentra Inc.
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.1% Cash, Due 06/22)
−Removed: Consolidated Container Co.
−Removed: LLC (1.3%)* (4)
−Removed: Metal & Glass Containers
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 05/24)
−Removed: Container Store Group, Inc., (The) (0.5%)* (3) (4) (5)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.5% Cash, Due 09/23)
−Removed: Core & Main LP (1.7%)* (4)
−Removed: Building Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.7% Cash, Due 08/24)
+Added: CM Acquisitions Holdings Inc.
+Added: (f/k/a Campaign Monitor (UK) Limited) (3.5%)* (5) (7) (8)
+Added: Internet & Direct Marketing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.5% Cash, Acquired 05/19, Due 05/25) 20,537,685 20,188,267 20,161,398
+Added: 20,537,685 20,188,267 20,161,398
+Added: Confie Seguros Holding II Co.
+Added: (0.4%)* (5) (7) (8)
+Added: Insurance Brokerage Services Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 10.4% Cash, Acquired 10/19, Due 11/25) 2,500,000 2,350,797 2,312,500
+Added: 2,500,000 2,350,797 2,312,500
Barings BDC, Inc.
1 unchanged sentence
December 31, 2019
−Removed: Portfolio Company
−Removed: Type of Investment (1) (2)
−Removed: Covia Holdings Corporation (Unimin Corporation) (0.3%)* (3) (4)
−Removed: Diversified Metals & Mining
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.6% Cash, Due 06/25)
−Removed: CPG Intermediate LLC (f/k/a Encapsys, LLC) (0.4%)*
−Removed: Specialty Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 6.0% Cash, Due 11/24)
+Added: Portfolio Company Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
+Added: Contabo Finco S.À R.L (0.9%)* (3) (5) (7) (8)
+Added: Internet Software and Services First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.75% Cash, Acquired 10/19, Due 10/26) $ 5,069,246 $ 4,853,087 $ 4,900,448
+Added: 5,069,246 4,853,087 4,900,448
+Added: Container Store Group, Inc., (The) (0.5%)* (6) (7) (8)
+Added: Retail First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.8% Cash, Acquired 09/18, Due 09/23) 2,929,197 2,931,249 2,753,445
+Added: 2,929,197 2,931,249 2,753,445
+Added: Core & Main LP (0.7%)* (6) (8)
+Added: Building Products First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 08/24) 3,979,695 3,995,692 3,978,024
+Added: 3,979,695 3,995,692 3,978,024
+Added: CPG Intermediate LLC (0.4%)* (6) (8)
+Added: Specialty Chemicals First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 11/24) 2,110,623 2,112,734 2,122,506
+Added: 2,110,623 2,112,734 2,122,506
CPI International Inc.
−Removed: Electronic Components
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 07/24)
−Removed: CVS Holdings I, LP (MyEyeDr) (0.3%)* (4)
−Removed: Health Care Supplies
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.3% Cash, Due 02/25)
+Added: (0.8%)* (6) (8)
+Added: Electronic Components First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 09/18, Due 07/24) 4,747,070 4,753,808 4,557,187
+Added: 4,747,070 4,753,808 4,557,187
+Added: Dart Buyer, Inc.
+Added: (1.8%)* (3) (5) (7) (8)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.2% Cash, Acquired 04/19, Due 04/25) 10,571,782 10,307,197 10,315,912
+Added: 10,571,782 10,307,197 10,315,912
Dimora Brands, Inc.
−Removed: Building Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 08/24)
−Removed: Dole Food Co.
−Removed: Packaged Foods & Meats
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 04/24)
−Removed: Dresser Natural Gas Solutions (2.1%)* (5)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 10/25)
+Added: (0.5%)* (6) (8)
+Added: Building Products First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 08/24) 2,941,442 2,944,373 2,919,381
+Added: 2,941,442 2,944,373 2,919,381
+Added: Distinct Holdings, Inc.
+Added: (1.3%)* (5) (7) (8)
+Added: Systems Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.7% Cash, Acquired 04/19, Due 12/23) 7,592,719 7,509,950 7,519,228
+Added: 7,592,719 7,509,950 7,519,228
Duff & Phelps Corporation (1.2%)* (4) (6) (8)
−Removed: Research & Consulting Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 02/25)
−Removed: Edelman Financial Group, Inc.
−Removed: Investment Banking & Brokerage
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 07/25)
+Added: Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 09/18, Due 02/25) 6,754,286 6,769,081 6,725,310
+Added: 6,754,286 6,769,081 6,725,310
+Added: Edelman Financial Center, LLC, The (f/k/a Edelman Financial Group, Inc.) (0.9%)* (6) (8)
+Added: Investment Banking & Brokerage First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 09/18, Due 07/25) 4,962,406 4,999,143 4,986,176
+Added: 4,962,406 4,999,143 4,986,176
Endo International PLC (1.3%)* (3) (4) (6) (8)
−Removed: Pharmaceuticals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.8% Cash, Due 04/24)
−Removed: Equian Buyer Corp.
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 05/24)
+Added: Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.1% Cash, Acquired 09/18, Due 04/24) 7,878,788 7,939,415 7,524,242
7,878,788 7,939,415 7,524,242
−Removed: Electric Utilities
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.7% Cash, Due 11/24)
+Added: Exeter Property Group, LLC (2.2%)* (5) (7) (8)
+Added: Real Estate First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.2% Cash, Acquired 02/19, Due 08/24) 12,437,500 12,276,532 12,351,037
+Added: 12,437,500 12,276,532 12,351,037
+Added: ExGen Renewables IV, LLC (f/k/a Exelon Corp.) (0.5%)* (3) (6) (8)
+Added: Electric Utilities First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.9% Cash, Acquired 09/18, Due 11/24) 2,865,257 2,888,576 2,822,278
+Added: 2,865,257 2,888,576 2,822,278
Eyemart Express (0.6%)* (6) (8)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 08/24)
+Added: Retail First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 08/24) 3,452,217 3,462,081 3,456,463
+Added: 3,452,217 3,462,081 3,456,463
Fieldwood Energy LLC
−Removed: Oil & Gas Equipment & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.8% Cash, Due 04/22)
+Added: (1.5%)* (4) (5) (6) (8)
+Added: Oil & Gas Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.2% Cash, Acquired 08/18, Due 04/22) 10,000,000 10,065,208 8,322,200
+Added: 10,000,000 10,065,208 8,322,200
Filtration Group Corporation (0.8%)* (6) (8)
−Removed: Industrial Machinery
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 03/25)
+Added: Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 03/25) 4,774,230 4,804,208 4,788,840
+Added: 4,774,230 4,804,208 4,788,840
Flex Acquisition Holdings, Inc.
−Removed: Paper Packaging
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.6% Cash, Due 06/25)
−Removed: Gardner Denver Inc.
(1.7%)* (4) (5) (6) (8)
−Removed: Industrial Machinery
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 07/24)
+Added: Paper Packaging First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.3% Cash, Acquired 08/18, Due 06/25) 9,782,731 9,800,160 9,695,077
+Added: 9,782,731 9,800,160 9,695,077
+Added: Frazer Consultants, LLC (d/b/a Tribute Technology) (1.3%)* (5) (7) (8)
+Added: Software Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.7% Cash, Acquired 11/19, Due 08/23) 7,742,985 7,667,700 7,684,869
+Added: 7,742,985 7,667,700 7,684,869
Barings BDC, Inc.
1 unchanged sentence
December 31, 2019
−Removed: Portfolio Company
−Removed: Type of Investment (1) (2)
−Removed: GlobalTranz (0.5%)* (5)
−Removed: Transportation Services
−Removed: Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 10.5% Cash, Due 10/26)
−Removed: (1.2%)* (3) (4)
−Removed: Construction & Engineering
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 06/25)
+Added: Portfolio Company Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Graftech International Ltd.
(1.6%)* (3) (4) (6) (7) (8)
−Removed: Specialty Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 02/25)
−Removed: Gray Television Inc.
+Added: Specialty Chemicals First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 02/25) $ 9,013,889 $ 9,081,525 $ 8,980,087
9,013,889 9,081,525 8,980,087
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.25%, 4.6% Cash, Due 02/24)
Gulf Finance, LLC (0.1%)* (4) (8)
−Removed: Oil & Gas Exploration & Production
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.9% Cash, Due 08/23)
−Removed: Hanley Wood LLC (2.2%)* (5)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 6.25%, 9.0% Cash, Due 12/24)
+Added: Oil & Gas Exploration & Production First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.0% Cash, Acquired 10/18, Due 08/23) 1,058,979 920,988 826,003
+Added: 1,058,979 920,988 826,003
Harbor Freight Tools USA Inc.(1.0%)* (6) (8)
−Removed: Specialty Stores
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 08/23)
+Added: Specialty Stores First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.3% Cash, Acquired 08/18, Due 08/23) 5,979,675 5,931,148 5,951,870
+Added: 5,979,675 5,931,148 5,951,870
Hayward Industries, Inc.
−Removed: Leisure Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 08/24)
−Removed: Healthline Media, Inc.
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.6% Cash, Due 11/24)
+Added: (1.4%)* (4) (6) (8)
+Added: Leisure Products First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 08/24) 8,221,922 8,247,578 8,147,924
+Added: 8,221,922 8,247,578 8,147,924
+Added: Heartland, LLC (0.9%)* (5) (7) (8)
+Added: Commercial Services & Supplies First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.7% Cash, Acquired 08/19, Due 08/25) 5,504,030 5,260,931 5,280,431
+Added: 5,504,030 5,260,931 5,280,431
+Added: Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) (1.2%)* (3) (5) (7) (8)
+Added: Insurance First Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 09/19, Due 09/26) 6,948,082 6,633,562 6,713,253
+Added: 6,948,082 6,633,562 6,713,253
Hertz Corporation (The) (1.0%)* (3) (6) (8)
−Removed: Rental & Leasing Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 06/23)
+Added: Rental & Leasing Services First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.6% Cash, Acquired 09/18, Due 06/23) 5,814,910 5,806,679 5,845,206
+Added: 5,814,910 5,806,679 5,845,206
Holley Performance Products (Holley Purchaser, Inc.) (3.9%)* (5) (7) (8)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.5% Cash, Due 10/25)
+Added: Packaging First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.9% Cash, Acquired 10/18, Due 10/25) 22,309,650 22,020,784 22,015,260
+Added: 22,309,650 22,020,784 22,015,260
Hub International Limited (0.9%)* (6) (8)
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 04/25)
−Removed: Husky Injection Molding Systems Ltd.
+Added: Property & Casualty Insurance First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.7% Cash, Acquired 08/18, Due 04/25) 4,962,217 4,966,855 4,955,666
4,962,217 4,966,855 4,955,666
−Removed: Industrial Machinery
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 03/25)
+Added: HW Holdco, LLC (f/k/a Hanley Wood LLC) (1.3%)* (5) (7) (8)
+Added: Advertising First Lien Senior Secured Term Loan (LIBOR + 6.25%, 8.1% Cash, Acquired 12/18, Due 12/24) 7,584,677 7,422,931 7,447,061
+Added: 7,584,677 7,422,931 7,447,061
Hyland Software Inc.
−Removed: Technology Distributors
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 07/24)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.8% Cash, Due 06/21)
+Added: (0.9%)* (6) (8)
+Added: Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 09/18, Due 07/24) 4,962,312 5,001,673 4,984,046
+Added: 4,962,312 5,001,673 4,984,046
+Added: Hyperion Materials & Technologies, Inc.
+Added: (2.4%)* (5) (7) (8)
+Added: Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 5.5%, 7.3% Cash, Acquired 08/19, Due 08/26) 13,995,753 13,751,206 13,873,283
+Added: 13,995,753 13,751,206 13,873,283
+Added: IM Analytics Holding, LLC (d/b/a NVT) (1.6%)* (5) (7) (8)
+Added: Electronic Instruments and Components First Lien Senior Secured Term Loan (LIBOR + 6.5%, 8.4% Cash, Acquired 11/19, Due 11/23) 9,292,112 9,201,220 9,222,019
+Added: Warrant (77,265 units, Acquired 11/19) — —
+Added: 9,292,112 9,201,220 9,222,019
+Added: (0.4%)* (4) (8)
+Added: Healthcare First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.9% Cash, Acquired 09/18, Due 06/21) 2,466,061 2,486,174 2,454,496
+Added: 2,466,061 2,486,174 2,454,496
Infor Software Parent, LLC (0.9%)* (6) (8)
−Removed: Systems Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 02/22)
−Removed: Intelsat S.A.
+Added: Systems Software First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.7% Cash, Acquired 08/18, Due 02/22) 4,970,073 4,976,381 4,989,606
4,970,073 4,976,381 4,989,606
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.3% Cash, Due 11/23)
−Removed: ION Trading Technologies Ltd.
+Added: Institutional Shareholder Services, Inc.
(0.8%)* (5) (7) (8)
−Removed: Electrical Components & Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.5% Cash, Due 11/24)
+Added: Diversified Support Services Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 10.4% Cash, Acquired 03/19, Due 03/27) 4,951,685 4,816,340 4,840,149
+Added: 4,951,685 4,816,340 4,840,149
+Added: Internet Brands, Inc.(f/k/a Micro Holding Corp.) (0.7%)* (6) (8)
+Added: Entertainment First Lien Senior Secured Term Loan (LIBOR + 3.75%, 5.5% Cash, Acquired 08/18, Due 09/24) 3,969,543 3,992,088 3,973,949
+Added: 3,969,543 3,992,088 3,973,949
Barings BDC, Inc.
1 unchanged sentence
December 31, 2019
−Removed: Portfolio Company
−Removed: Type of Investment (1) (2)
+Added: Portfolio Company Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
+Added: ION Trading Technologies Ltd.
+Added: (2.5%)* (3) (4) (6) (8)
+Added: Electrical Components & Equipment First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.1% Cash, Acquired 08/18, Due 11/24) $ 14,773,869 $ 14,745,732 $ 14,145,980
+Added: 14,773,869 14,745,732 14,145,980
IRB Holding Corporation (0.7%)* (6) (8)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 02/25)
+Added: Food Retail First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.2% Cash, Acquired 08/18, Due 02/25) 3,969,697 3,984,302 3,990,657
+Added: 3,969,697 3,984,302 3,990,657
+Added: Jade Bidco Limited (4.2%)* (3) (5) (7) (8)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.9% Cash, Acquired 11/19, Due 12/26) 20,933,517 20,363,170 20,377,010
+Added: First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 11/19, Due 12/26) 3,748,582 3,581,938 3,648,928
+Added: 24,682,099 23,945,108 24,025,938
Jaguar Holding Company I
−Removed: Life Sciences Tools & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 08/22)
−Removed: JS Held, LLC (3.1%)* (5)
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.3% Cash, Due 09/24)
+Added: (0.9%)* (6) (8)
+Added: Life Sciences Tools & Services First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.3% Cash, Acquired 08/18, Due 08/22) 4,922,680 4,923,566 4,945,620
+Added: 4,922,680 4,923,566 4,945,620
Kenan Advantage Group Inc.
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 07/22)
+Added: (1.1%)* (4) (5) (6) (8)
+Added: Trucking First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 07/22) 6,203,297 6,200,149 6,145,172
+Added: 6,203,297 6,200,149 6,145,172
+Added: Kene Acquisition, Inc.
+Added: (1.1%)* (5) (7) (8)
+Added: Oil & Gas Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.2% Cash, Acquired 08/19, Due 08/26) 6,635,895 6,488,912 6,490,475
+Added: 6,635,895 6,488,912 6,490,475
K-Mac Holdings Corp.
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 03/25)
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 11/23)
−Removed: Lighthouse Autism Center (1.1%)* (5)
−Removed: Healthcare and Pharmaceuticals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 8.1% Cash, Due 09/24)
−Removed: Class A LLC Units (154,320 units)
−Removed: Lindstrom (Metric Enterprises, Inc.) (1.2%)* (5)
−Removed: Capital Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 09/24)
+Added: (0.2%)* (6) (8)
+Added: Restaurants First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 03/25) 994,342 997,356 979,925
+Added: 994,342 997,356 979,925
+Added: (1.1%)* (6) (8)
+Added: Application Software First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.9% Cash, Acquired 08/18, Due 11/23) 5,998,096 6,018,120 6,024,727
+Added: 5,998,096 6,018,120 6,024,727
+Added: LAC Intermediate, LLC (f/k/a Lighthouse Autism Center) (1.4%)* (5) (7) (8)
+Added: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.7% Cash, Acquired 10/18, Due 10/24) 7,887,705 7,666,906 7,550,895
+Added: Class A LLC Units (154,320 units, Acquired 10/18) 154,320 163,135
+Added: 7,887,705 7,821,226 7,714,030
LTI Holdings, Inc.
−Removed: Industrial Conglomerates
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 09/25)
+Added: (1.9%)* (4) (6) (8)
+Added: Industrial Conglomerates First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 09/18, Due 09/25) 11,850,000 11,906,192 10,610,016
+Added: 11,850,000 11,906,192 10,610,016
Mallinckrodt Plc (0.5%)* (3) (4) (5) (6) (8)
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.6% Cash, Due 09/24)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.9% Cash, Acquired 08/18, Due 09/24) 3,254,149 3,243,401 2,648,519
+Added: 3,254,149 3,243,401 2,648,519
+Added: MB2 Dental Solutions, LLC (0.8%)* (5) (7) (8)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.9% Cash, Acquired 09/19, Due 09/23) 4,723,425 4,670,058 4,671,419
+Added: 4,723,425 4,670,058 4,671,419
+Added: Media Recovery, Inc.
+Added: (0.6%)* (5) (7) (8)
+Added: Containers, Packaging and Glass First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.7% Cash, Acquired 11/19, Due 11/25) 3,233,126 3,169,337 3,176,175
+Added: 3,233,126 3,169,337 3,176,175
Men's Wearhouse, Inc.
(The) (1.4%)* (4) (6) (8)
−Removed: Apparel Retail
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.6% Cash, Due 04/25)
−Removed: Micro Holding Corp.
−Removed: Internet Software & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 12/24) (5)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.3% Cash, Due 09/24) (4)
−Removed: Specialized Finance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 01/24)
+Added: Apparel Retail First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.9% Cash, Acquired 08/18, Due 04/25) 9,845,114 9,928,392 7,843,307
+Added: 9,845,114 9,928,392 7,843,307
+Added: Nautilus Power, LLC (0.6%)* (6) (8)
+Added: Independent Power Producers & Energy Traders First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.0% Cash, Acquired 09/18, Due 05/24) 3,220,650 3,234,041 3,206,157
+Added: 3,220,650 3,234,041 3,206,157
+Added: (1.5%)* (4) (6) (8)
+Added: Specialized Finance First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 01/24) 8,564,081 8,562,584 8,521,261
+Added: 8,564,081 8,562,584 8,521,261
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2019
+Added: Portfolio Company Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
+Added: NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (2.1%)* (5) (7) (8)
+Added: Energy Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.0% Cash, Acquired 10/18, Due 10/25) $ 11,994,231 $ 11,943,470 $ 11,870,574
+Added: 11,994,231 11,943,470 11,870,574
NVA Holdings, Inc.
−Removed: Health Care Facilities
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 02/25)
+Added: (0.7%)* (6) (8)
+Added: Health Care Facilities First Lien Senior Secured Term Loan (LIBOR + 2.75%, 6.5% Cash, Acquired 08/18, Due 02/25) 3,979,900 3,973,472 3,975,761
+Added: 3,979,900 3,973,472 3,975,761
Omaha Holdings LLC (0.9%)* (6) (8)
−Removed: Auto Parts & Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 03/24)
+Added: Auto Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 03/24) 4,961,929 4,991,732 4,961,929
+Added: 4,961,929 4,991,732 4,961,929
Omnitracs, LLC (0.8%)* (6) (8)
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.6% Cash, Due 03/25)
+Added: Application Software First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.7% Cash, Acquired 08/18, Due 03/25) 4,619,141 4,606,867 4,600,387
+Added: 4,619,141 4,606,867 4,600,387
+Added: Options Technology Ltd.
+Added: (1.9%)* (3) (5) (7) (8)
+Added: Computer Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.5% Cash, Acquired 12/19, Due 12/25) 11,090,100 10,810,546 10,838,484
+Added: 11,090,100 10,810,546 10,838,484
Ortho-Clinical Diagnostics Bermuda Co.
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 06/25)
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2018
−Removed: Portfolio Company
−Removed: Type of Investment (1) (2)
+Added: (2.0%)* (4) (6) (8)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.3% Cash, Acquired 08/18, Due 06/25) 11,286,170 11,289,852 11,142,722
+Added: 11,286,170 11,289,852 11,142,722
+Added: Pare SAS (SAS Maurice MARLE) (2.4%)* (3) (5) (7) (8)
+Added: Health Care Equipment First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 5.75% Cash, 1.0% PIK, Acquired 12/19, Due 12/26) 13,918,994 13,521,804 13,640,614
+Added: 13,918,994 13,521,804 13,640,614
PAREXEL International Corp.
−Removed: Pharmaceuticals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 09/24)
+Added: (1.1%)* (4) (6) (8)
+Added: Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.6% Cash, Acquired 09/18, Due 09/24) 6,680,843 6,655,192 6,544,821
+Added: 6,680,843 6,655,192 6,544,821
Penn Engineering & Manufacturing Corp.
−Removed: Industrial Conglomerates
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 06/24)
+Added: (0.3%)* (6) (8)
+Added: Industrial Conglomerates First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 06/24) 1,684,725 1,696,539 1,682,619
+Added: 1,684,725 1,696,539 1,682,619
+Added: PeroxyChem Holdings, L.P.
+Added: (1.5%)* (5) (7) (8)
+Added: Diversified Chemicals First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.1% Cash, Acquired 10/19, Due 09/24) 8,415,118 8,374,666 8,384,879
+Added: 8,415,118 8,374,666 8,384,879
Phoenix Services International LLC (0.5%)* (6) (8)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.1% Cash, Due 03/25)
−Removed: PMHC II, Inc.
−Removed: Diversified Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.2% Cash, Due 03/25)
+Added: Steel First Lien Senior Secured Term Loan (LIBOR + 3.75%, 5.5% Cash, Acquired 08/18, Due 03/25) 2,954,887 2,964,982 2,757,885
+Added: 2,954,887 2,964,982 2,757,885
PODS Enterprises, Inc.
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.2% Cash, Due 12/24)
−Removed: Prime Security Services Borrower, LLC (2.1%)* (3) (4)
−Removed: Security & Alarm Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 05/22)
+Added: (0.9%)* (6) (8)
+Added: Packaging First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 12/24) 4,961,943 4,975,275 4,982,088
+Added: 4,961,943 4,975,275 4,982,088
+Added: Premier Technical Services Group (0.5%)* (3) (5) (7) (8)
+Added: Construction & Engineering First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.5% Cash, Acquired 08/19, Due 08/26) 2,875,549 2,533,643 2,752,808
+Added: 2,875,549 2,533,643 2,752,808
Pro Mach Inc.
−Removed: Industrial Machinery
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.4% Cash, Due 03/25)
+Added: (1.0%)* (5) (6) (8)
+Added: Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 08/18, Due 03/25) 5,909,774 5,893,603 5,847,013
+Added: 5,909,774 5,893,603 5,847,013
ProAmpac Intermediate Inc.
−Removed: Packaged Foods & Meats
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.0% Cash, Due 11/23)
+Added: (1.7%)* (4) (6) (8)
+Added: Packaged Foods & Meats First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.4% Cash, Acquired 08/18, Due 11/23) 9,846,482 9,857,895 9,680,372
+Added: 9,846,482 9,857,895 9,680,372
+Added: Process Equipment, Inc.
+Added: (1.1%)* (5) (7) (8)
+Added: Industrial Air & Material Handling Equipment First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.9% Cash, Acquired 03/19, Due 03/25) 6,762,500 6,635,562 6,546,325
+Added: 6,762,500 6,635,562 6,546,325
+Added: Professional Datasolutions, Inc.
+Added: (PDI) (4.0%)* (5) (7) (8)
+Added: Application Software First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.4% Cash, Acquired 03/19, Due 10/24) 23,158,008 23,120,723 22,879,936
+Added: 23,158,008 23,120,723 22,879,936
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2019
+Added: Portfolio Company Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
+Added: PSC UK Pty Ltd.
+Added: (0.6%)* (3) (5) (7) (8)
+Added: Insurance Services First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 6.3% Cash, Acquired 11/19, Due 11/24) $ 3,625,921 $ 3,396,509 $ 3,494,295
+Added: 3,625,921 3,396,509 3,494,295
Qlik Technologies Inc.
(Alpha Intermediate Holding, Inc.) (0.9%)* (6) (8)
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 04/24)
+Added: Application Software First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.5% Cash, Acquired 08/18, Due 04/24) 4,974,555 4,974,727 4,977,689
+Added: 4,974,555 4,974,727 4,977,689
Red Ventures, LLC (1.0%)* (6) (8)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 11/24)
+Added: Advertising First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 11/24) 5,954,774 5,985,039 5,990,919
+Added: 5,954,774 5,985,039 5,990,919
RedPrairie Holding, Inc.
−Removed: Computer Storage & Peripherals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 10/23)
+Added: (0.9%)* (6) (8)
+Added: Computer Storage & Peripherals First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.6% Cash, Acquired 09/18, Due 10/23) 4,961,637 4,990,946 4,989,571
+Added: 4,961,637 4,990,946 4,989,571
Renaissance Learning, Inc.
−Removed: Application Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 05/25)
+Added: (0.9%)* (6) (8)
+Added: Application Software First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 08/18, Due 05/25) 5,391,318 5,387,730 5,354,711
+Added: 5,391,318 5,387,730 5,354,711
Reynolds Group Holdings Ltd.
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 02/23)
−Removed: Sabre Holdings Corp.
−Removed: Data Processing & Outsourced Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.0%, 4.5% Cash, Due 02/24)
+Added: (0.9%)* (6) (8)
+Added: Packaging First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 02/23) 4,961,637 4,979,527 4,973,297
+Added: 4,961,637 4,979,527 4,973,297
+Added: Ruffalo Noel Levitz, LLC (1.7%)* (5) (7) (8)
+Added: Media Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.9% Cash, Acquired 01/19, Due 05/22) 9,714,617 9,607,656 9,641,334
+Added: 9,714,617 9,607,656 9,641,334
+Added: Scaled Agile, Inc.
+Added: (0.9%)* (5) (7) (8)
+Added: Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 7.0% Cash, Acquired 06/19, Due 06/24) 4,986,980 4,940,603 4,941,809
+Added: 4,986,980 4,940,603 4,941,809
SCI Packaging Inc.
−Removed: (f/k/a BWAY Holding Company) (2.3%)* (4)
−Removed: Metal & Glass Containers
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.7% Cash, Due 04/24)
+Added: (0.9%)* (6) (8)
+Added: Metal & Glass Containers First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.2% Cash, Acquired 08/18, Due 04/24) 4,961,832 4,952,139 4,940,149
+Added: 4,961,832 4,952,139 4,940,149
Seadrill Ltd.
−Removed: Oil & Gas Equipment & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 6.0%, 8.8% Cash, Due 02/21)
+Added: (0.9%)* (3) (4) (8)
+Added: Oil & Gas Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.9% Cash, Acquired 09/18, Due 02/21) 9,809,097 9,508,856 4,883,066
+Added: 9,809,097 9,508,856 4,883,066
Seaworld Entertainment, Inc.
(1.0%)* (3) (6) (8)
−Removed: Leisure Facilities
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 03/24)
+Added: Leisure Facilities First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 03/24) 5,954,081 5,945,241 5,978,910
+Added: 5,954,081 5,945,241 5,978,910
Serta Simmons Bedding LLC (0.6%)* (4) (5) (8)
−Removed: Home Furnishings
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.9% Cash, Due 11/23)
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2018
−Removed: Portfolio Company
−Removed: Type of Investment (1) (2)
+Added: Home Furnishings First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.2% Cash, Acquired 10/19, Due 11/23) 4,961,929 3,927,986 3,184,963
+Added: 4,961,929 3,927,986 3,184,963
SIWF Holdings, Inc.
−Removed: (f/k/a Springs Industries Inc.) (1.6%)* (4)
−Removed: Home Furnishings
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.7% Cash, Due 06/25)
+Added: (1.6%)* (4) (6) (8)
+Added: Home Furnishings First Lien Senior Secured Term Loan (LIBOR + 4.25%, 6.0% Cash, Acquired 08/18, Due 06/25) 9,350,501 9,403,797 9,303,749
+Added: 9,350,501 9,403,797 9,303,749
SK Blue Holdings, LP (0.7%)* (6) (7) (8)
−Removed: Commodity Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 7.2% Cash, Due 10/25)
−Removed: SmartBear (0.8%)* (5)
−Removed: High Tech Industries
−Removed: Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 10.4% Cash, Due 05/24)
+Added: Commodity Chemicals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.8% Cash, Acquired 09/18, Due 10/25) 4,160,612 4,158,472 4,129,407
+Added: 4,160,612 4,158,472 4,129,407
Smile Brands Group Inc.
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.1% Cash, Due 10/24)
+Added: (0.9%)* (5) (7) (8)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.6% Cash, Acquired 10/18, Due 10/24) 5,390,141 5,339,191 5,293,980
+Added: 5,390,141 5,339,191 5,293,980
+Added: Solenis International, LLC (f/k/a
Solenis Holdings, L.P.) (1.4%)* (5) (6) (8)
−Removed: Specialty Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.7% Cash, Due 12/23)
+Added: Specialty Chemicals First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.9% Cash, Acquired 08/18, Due 06/25) 7,880,000 7,922,706 7,781,500
+Added: 7,880,000 7,922,706 7,781,500
SonicWALL, Inc.
−Removed: Internet Software & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.1% Cash, Due 05/25)
−Removed: Sophia Holding Finance, L.P .
−Removed: Systems Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 6.1% Cash, Due 09/22)
+Added: (0.8%)* (6) (8)
+Added: Internet Software & Services First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.4% Cash, Acquired 08/18, Due 05/25) 4,455,000 4,457,031 4,336,185
+Added: 4,455,000 4,457,031 4,336,185
+Added: Springbrook Software (SBRK Intermediate, Inc.) (1.8%)* (5) (7) (8)
+Added: Enterprise Software and Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.7% Cash, Acquired 12/19, Due 12/26) 10,520,990 10,269,533 10,294,130
+Added: 10,520,990 10,269,533 10,294,130
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2019
+Added: Portfolio Company Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
SRS Distribution, Inc.
−Removed: Building Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 05/25)
+Added: (0.9%)* (6) (8)
+Added: Building Products First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 09/18, Due 05/25) $ 4,974,811 $ 4,899,772 $ 4,930,038
+Added: 4,974,811 4,899,772 4,930,038
SS&C Technologies, Inc.
(0.3%)* (3) (6) (8)
−Removed: Computer & Electronics Retail
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.25%, 4.8% Cash, Due 04/25)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.5% Cash, Due 09/24)
+Added: Computer & Electronics Retail First Lien Senior Secured Term Loan (LIBOR + 2.25%, 4.0% Cash, Acquired 10/18, Due 04/25) 1,742,327 1,738,643 1,753,042
+Added: 1,742,327 1,738,643 1,753,042
Syniverse Holdings, Inc.
−Removed: Technology Distributors
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.5% Cash, Due 03/23)
+Added: (1.7%)* (4) (6) (8)
+Added: Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.8% Cash, Acquired 08/18, Due 03/23) 10,342,105 10,306,230 9,612,573
+Added: 10,342,105 10,306,230 9,612,573
Tahoe Subco 1 Ltd.
(2.6%)* (3) (4) (6) (8)
−Removed: Internet Software & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.3% Cash, Due 06/24)
+Added: Internet Software & Services First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.7% Cash, Acquired 09/18, Due 06/24) 14,800,754 14,806,789 14,677,463
+Added: 14,800,754 14,806,789 14,677,463
Team Health Holdings, Inc.
−Removed: Health Care Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 02/24)
+Added: (1.0%)* (4) (6) (8)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 02/24) 6,893,671 6,679,490 5,560,159
+Added: 6,893,671 6,679,490 5,560,159
Tempo Acquisition LLC (1.0%)* (6) (8)
−Removed: Investment Banking & Brokerage
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 05/24)
+Added: Investment Banking & Brokerage First Lien Senior Secured Term Loan (LIBOR + 2.75%, 4.5% Cash, Acquired 09/18, Due 05/24) 5,589,753 5,606,977 5,618,876
+Added: 5,589,753 5,606,977 5,618,876
+Added: The Hilb Group, LLC (1.8%)* (5) (7) (8)
+Added: Insurance Brokerage First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.4% Cash, Acquired 12/19, Due 12/26) 10,357,834 10,029,427 10,049,762
+Added: 10,357,834 10,029,427 10,049,762
+Added: Total Safety U.S.
+Added: (0.8%)* (5) (8)
+Added: Diversified Support Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.9% Cash, Acquired 11/19, Due 08/25) 4,937,500 4,668,972 4,650,533
+Added: 4,937,500 4,668,972 4,650,533
Transportation Insight, LLC (3.9%)* (5) (7) (8)
−Removed: Air Freight & Logistics
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 12/24)
−Removed: TransUnion (0.1%)* (3) (4)
−Removed: Research & Consulting Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.0%, 4.5% Cash, Due 04/23)
−Removed: Travelport Ltd.
+Added: Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.3% Cash, Acquired 08/18, Due 12/24) 22,286,485 22,088,329 22,245,067
22,286,485 22,088,329 22,245,067
−Removed: Data Processing & Outsourced Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.1% Cash, Due 03/25)
+Added: Truck-Lite Co., LLC (3.7%)* (5) (7) (8)
+Added: Automotive Parts and Equipment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 8.1% Cash, Acquired 12/19, Due 12/24) 21,794,872 21,298,442 21,337,947
21,794,872 21,298,442 21,337,947
−Removed: Commodity Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 09/24)
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2018
−Removed: Portfolio Company
−Removed: Type of Investment (1) (2)
−Removed: Trystar, Inc.
−Removed: Power Distribution Solutions
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.0%, 7.4% Cash, Due 09/23)
−Removed: LLC Units (361.5 units)
+Added: Trystar, LLC (2.9%)* (5) (7) (8)
+Added: Power Distribution Solutions First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.7% Cash, Acquired 09/18, Due 09/23) 15,999,318 15,782,579 15,963,771
+Added: LLC Units (361.5 units, Acquired 09/18) 361,505 597,581
+Added: 15,999,318 16,144,084 16,561,352
Anesthesia Partners, Inc.
−Removed: Managed Health Care
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 06/24)
+Added: (2.4%)* (4) (6) (8)
+Added: Managed Health Care First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 06/24) 13,585,533 13,637,823 13,534,587
+Added: 13,585,533 13,637,823 13,534,587
Silica Company (0.2%)* (3) (4) (5) (8)
−Removed: Metal & Glass Containers
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.0%, 6.6% Cash, Due 05/25)
−Removed: Univision Communications Inc.
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 03/24)
−Removed: US Legal Support, Inc.
−Removed: Legal Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 8.5% Cash, Due 11/24)
+Added: Metal & Glass Containers First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.8% Cash, Acquired 08/18, Due 05/25) 1,502,945 1,506,348 1,324,200
+Added: 1,502,945 1,506,348 1,324,200
USF Holdings LLC (0.5%)* (6) (7) (8)
−Removed: Auto Parts & Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.5%, 6.3% Cash, Due 12/21)
−Removed: Property & Casualty Insurance
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.8% Cash, Due 05/24)
+Added: Auto Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 3.5%, 5.3% Cash, Acquired 08/18, Due 12/21) 3,224,841 3,233,041 2,902,357
+Added: 3,224,841 3,233,041 2,902,357
USIC Holdings, Inc.
−Removed: Packaged Foods & Meats
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.8% Cash, Due 12/23)
−Removed: Vail Holdco Corp.
−Removed: (f/k/a Avantor, Inc.) (2.4%)* (4)
−Removed: Health Care Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.6% Cash, Due 11/24)
+Added: (1.2%)* (5) (6) (8)
+Added: Packaged Foods & Meats First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 08/18, Due 12/23) 6,896,886 6,925,717 6,866,746
+Added: 6,896,886 6,925,717 6,866,746
+Added: USI Holdings Corp.
+Added: (0.9%)* (6) (8)
+Added: Property & Casualty Insurance First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.9% Cash, Acquired 08/18, Due 05/24) 4,961,929 4,956,994 4,956,967
+Added: 4,961,929 4,956,994 4,956,967
+Added: USLS Acquisition, Inc.
+Added: (f/k/a US Legal Support, Inc.) (2.8%)* (5) (7) (8)
+Added: Legal Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.7% Cash, Acquired 11/18, Due 11/24) 16,513,432 16,260,417 16,107,839
+Added: 16,513,432 16,260,417 16,107,839
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2019
+Added: Portfolio Company Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
+Added: Validity, Inc.
+Added: (0.7%)* (5) (7) (8)
+Added: IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 6.7% Cash, Acquired 07/19, Due 05/25) $ 4,178,543 $ 3,989,821 $ 3,977,081
+Added: 4,178,543 3,989,821 3,977,081
Venator Materials LLC (0.3%)* (3) (6) (8)
−Removed: Commodity Chemicals
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 08/24)
+Added: Commodity Chemicals First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 09/18, Due 08/24) 1,562,199 1,566,972 1,547,873
+Added: 1,562,199 1,566,972 1,547,873
Veritas Bermuda Intermediate Holdings Ltd.
−Removed: Technology Distributors
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.1% Cash, Due 01/23)
−Removed: Verscend Holding Corp.
−Removed: Health Care Technology
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 7.0% Cash, Due 08/25)
+Added: (0.8%)* (6) (8)
+Added: Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 4.5%, 6.3% Cash, Acquired 09/18, Due 01/23) 4,961,735 4,784,696 4,767,235
+Added: 4,961,735 4,784,696 4,767,235
VF Holding Corp.
−Removed: Systems Software
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 6.1% Cash, Due 07/25)
+Added: (2.1%)* (4) (5) (6) (8)
+Added: Systems Software First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.0% Cash, Acquired 08/18, Due 07/25) 11,880,000 11,885,248 11,728,768
+Added: 11,880,000 11,885,248 11,728,768
Wilsonart, LLC (0.9%)* (6) (8)
−Removed: Building Products
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 6.1% Cash, Due 12/23)
+Added: Building Products First Lien Senior Secured Term Loan (LIBOR + 3.25%, 5.2% Cash, Acquired 11/18, Due 12/23) 4,961,832 4,961,832 4,970,118
+Added: 4,961,832 4,961,832 4,970,118
Winebow Group, LLC, (The) (1.7%)* (4) (5) (8)
−Removed: Consumer Goods
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.75%, 6.3% Cash, Due 07/21)
+Added: Consumer Goods First Lien Senior Secured Term Loan (LIBOR + 3.75%, 5.5% Cash, Acquired 11/19, Due 07/21) 7,088,420 6,425,336 6,361,857
+Added: Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 9.3% Cash, Acquired 10/19, Due 01/22) 4,911,766 3,314,045 3,209,004
+Added: 12,000,186 9,739,381 9,570,861
Wink Holdco, Inc.
−Removed: Managed Health Care
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 5.5% Cash, Due 12/24)
−Removed: WME Entertainment Parent, LLC (f/k/a IMG Worldwide, Inc.) (2.3%)* (4)
−Removed: Business Equipment & Services
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.75%, 5.3% Cash, Due 05/25)
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2018
−Removed: Portfolio Company
−Removed: Type of Investment (1) (2)
(0.7%)* (6) (8)
−Removed: Semiconductor Equipment
−Removed: First Lien Senior Secured Term Loan (LIBOR + 2.5%, 5.0% Cash, Due 12/23)
−Removed: Subtotal Non–Control / Non–Affiliate Investments
+Added: Managed Health Care First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.8% Cash, Acquired 08/18, Due 12/24) 3,969,620 3,967,724 3,972,121
3,969,620 3,967,724 3,972,121
(0.4%)* (3) (6) (8)
+Added: Semiconductor Equipment First Lien Senior Secured Term Loan (LIBOR + 2.5%, 4.3% Cash, Acquired 08/18, Due 12/23) 2,049,364 2,042,322 2,048,729
2,049,364 2,042,322 2,048,729
+Added: Subtotal Non–Control / Non–Affiliate Investments 1,099,631,654 1,085,886,720 1,066,845,054
+Added: Affiliate Investment:
+Added: Jocassee Partners LLC (1.8%)* (3) (5) (8)
+Added: Investment Funds & Vehicles 9.1% Member Interest, Acquired 06/19 10,158,270 10,229,813
+Added: 10,158,270 10,229,813
+Added: Subtotal Affiliate Investment 10,158,270 10,229,813
Short-Term Investments
−Removed: The Dreyfus Corporation (8.0%)* (4)
−Removed: Money Market Fund
−Removed: Dreyfus Government Cash Management Fund (2.5% yield)
−Removed: Subtotal Short-Term Investments
−Removed: Total Investments, December 31, 2018 (199.3%)*
+Added: BNY Mellon Investment Advisor, Inc.
(12.6%)* (4) (5)
+Added: Money Market Fund Dreyfus Government Cash Management Fund (1.5% yield) 71,963,994 71,963,994
71,963,994 71,963,994
+Added: Federated Investment Management Company (4.3%)* (6)
+Added: Money Market Fund Federated Government Obligation Fund (1.5% yield) 24,604,946 24,604,946
24,604,946 24,604,946
+Added: Subtotal Short-Term Investments — 96,568,940 96,568,940
+Added: Total Investments, December 31, 2019 (205.6%)* $ 1,099,631,654 $ 1,192,613,930 $ 1,173,643,807
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2019
+Added: Foreign Currency Forward Contracts:
+Added: Description Notional Amount to be Purchased Notional Amount to be Sold Settlement Date Unrealized Appreciation (Depreciation)
+Added: Foreign currency forward contract (EUR) $158,244 €142,781 01/02/20 $ (2,028)
+Added: Foreign currency forward contract (EUR) €142,781 $158,547 01/02/20 1,724
+Added: Foreign currency forward contract (EUR) $506,967 €453,920 04/02/20 (5,440)
+Added: Foreign currency forward contract (GBP) $707,963 £549,253 01/02/20 (19,660)
+Added: Foreign currency forward contract (GBP) £549,253 $718,861 01/02/20 8,763
+Added: Foreign currency forward contract (GBP) $227,890 £175,529 04/02/20 (5,215)
+Added: Foreign currency forward contract (SEK) $95,654 920,569kr 01/02/20 (2,687)
+Added: Foreign currency forward contract (SEK) 920,569kr $96,846 01/02/20 1,495
+Added: Foreign currency forward contract (SEK) $97,360 912,212kr 04/02/20 (511)
+Added: Total Foreign Currency Forward Contracts, December 31, 2019 $ (23,559)
* Fair value as a percentage of net assets.
1 unchanged sentence
Equity and any equity-linked investments are non-income producing, unless otherwise noted.
−Removed: The Board of Directors determined in good faith that all investments were valued at fair value in accordance with the Company's valuation policies and procedures and the1940 Act, based on, among other things, the input of Barings, the Company’s Audit Committee and an independent valuation firm that has been engaged to assist in the valuation of the Company's senior secured, middle-market investments.
−Removed: All debt investments are variable rate investments unless otherwise noted.
+Added: The Board determined in good faith that all investments were valued at fair value in accordance with the Company's valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, the Company’s Audit Committee and, in accordance with the Company's valuation policies and procedures, an independent valuation firm that has been engaged to assist in the valuation of the Company's middle-market investments.
+Added: 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.
1 unchanged sentence
The borrower may also elect to have multiple interest reset periods for each loan.
+Added: (2) All of the Company’s portfolio company investments (including joint venture and short-term investments), which as of December 31, 2019 represented 206% of the Company’s net assets, are subject to legal restrictions on sales.
+Added: 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.
2 unchanged sentences
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).
−Removed: Some or all of the investment is or will be encumbered as security for the August 2018 Credit Facility.
+Added: (4) Some or all of the investment is or will be encumbered as security for Barings BDC Senior Funding I, LLC's credit facility entered into in August 2018 with Bank of America, N.A., as subsequently amended in December 2018 and February 2020 (the "August 2018 Credit Facility").
+Added: (5) Some or all of the investment is or will be encumbered as security for the February 2019 Credit Facility.
+Added: (6) Some or all of the investment is encumbered as security for the Company's Debt Securitization.
(7) The fair value of the investment was determined using significant unobservable inputs.
+Added: (8) Debt investment includes interest rate floor feature.
+Added: (9) As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns 5% or more, up to 25% (inclusive), of the portfolio company's voting securities (“non-controlled affiliate”).
+Added: Transactions related to investments in non-controlled "Affiliate Investments" for the year ended December 31, 2019 were as follows:
+Added: Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) Amount of Interest or Dividends Credited to Income(b) December 31, 2018
+Added: Value Gross Additions
+Added: (c) Gross Reductions (d) December 31, 2019
+Added: Portfolio Company Type of Investment(a)
+Added: Jocassee Partners LLC 9.1% Member Interest $ — $ 71,543 $ — $ — $ 10,229,813 $ — $ 10,229,813
+Added: Total Affiliate Investments $ — $ 71,543 $ — $ — $ 10,229,813 $ — $ 10,229,813
+Added: (a) Equity and equity-linked investments are non-income producing, unless otherwise noted.
+Added: (b) 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.
+Added: (c) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
+Added: Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
+Added: (d) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
+Added: Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
See accompanying notes.
4 unchanged sentences
Barings BDC, Inc.
−Removed: and its wholly-owned subsidiaries (collectively, the "Company") are specialty finance companies.
+Added: (the "Company") and its wholly-owned subsidiaries are specialty finance companies.
The Company currently operates as a closed-end, non-diversified investment company and has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act").
1 unchanged sentence
The Asset Sale and Externalization Transactions
−Removed: On April 3, 2018, the Company 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.
−Removed: ("BSP"), pursuant to which the Company agreed to sell its 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").
−Removed: Also on April 3, 2018, the Company entered into a stock purchase and transaction agreement (the "Externalization Agreement") with Barings LLC ("Barings" or the "Adviser"), through which Barings agreed to become the investment adviser to the Company in exchange for (1) a payment by Barings of $85.0 million directly to the Company’s stockholders, (2) an investment by Barings of $100.0 million in newly issued shares of the Company's common stock at net asset value and (3) a commitment from Barings to purchase up to $50.0 million of shares of the Company's common stock in the open market at prices up to and including the Company's then-current net asset value per share for a two-year period (the "Trading Plan"), after which Barings agreed to use any remaining funds from the $50.0 million to purchase additional newly issued shares of the Company's common stock at the greater of the Company's then-current net asset value per share and market price (collectively, the "Externalization Transaction").
−Removed: The Asset Sale Transaction and the Externalization Transaction are collectively referred to herein as the "Transactions." The Transactions were approved by the Company's stockholders at the Company's July 24, 2018 special meeting of stockholders (the "Special Meeting").
+Added: On April 3, 2018, the Company 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 the Company agreed to sell its 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").
+Added: Also on April 3, 2018, the Company entered into a stock purchase and transaction agreement (the "Externalization Agreement") with Barings LLC ("Barings" or the "Adviser"), through which Barings agreed to become the investment adviser to the Company in exchange for (1) a payment by Barings of $85.0 million directly to the Company’s stockholders, (2) an investment by Barings of $100.0 million in newly issued shares of the Company's common stock at net asset value and (3) a commitment from Barings to purchase up to $50.0 million of shares of the Company's common stock in the open market at prices up to and including the Company's then-current net asset value 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 the Company's common stock at the greater of the Company's then-current net asset value per share and market price (collectively, the "Externalization Transaction").
+Added: The Asset Sale Transaction and the Externalization Transaction are collectively referred to as the "Transactions." The Transactions were approved by the Company's stockholders at the Company's July 24, 2018 special meeting of stockholders.
The Asset Sale Transaction closed on July 31, 2018.
1 unchanged sentence
Adjustments to the purchase price included, among other things, approximately $208.8 million of principal payments and prepayments, sales proceeds and distributions related to the investment portfolio that were received and retained by the Company between December 31, 2017 and the closing of the Asset Sale Transaction, offset by approximately $29.5 million of loans and equity investments originated between December 31, 2017 and the closing of the Asset Sale Transaction.
−Removed: In connection with the closing of the Asset Sale Transaction, the Company caused notices to be issued to the holders of its December 2022 Notes and March 2022 Notes (each as defined herein) regarding the redemption of all $80.5 million in aggregate principal amount of the December 2022 Notes and all $86.3 million in aggregate principal amount of the March 2022 Notes, in each case, on August 30, 2018.
+Added: In connection with the closing of the Asset Sale Transaction, the Company caused notices to be issued to the holders of its unsecured notes issued in October 2012 and November 2012 due 2022 (the “December 2022 Notes”) and to holders of its unsecured notes issued in February 2015 due 2022 (the “March 2022 Notes”) regarding the redemption of all $80.5 million in aggregate principal amount of the December 2022 Notes and all $86.3 million in aggregate principal amount of the March 2022 Notes, in each case, on August 30, 2018.
The December 2022 Notes and the March 2022 Notes were redeemed at 100% of their principal amount ($25.00 per Note), plus the accrued and unpaid interest thereon from June 15, 2018 to, but excluding, August 30, 2018, which resulted in a loss on the extinguishment of debt of $2.9 million.
In furtherance of the redemption, on July 31, 2018, the Company irrevocably deposited with The Bank of New York Mellon Trust Company, N.A., as trustee under the indenture and supplements thereto relating to the December 2022 Notes and the March 2022 Notes, funds in trust for the purposes of redeeming all of the issued and outstanding December 2022 Notes and March 2022 Notes and paying all sums due and payable under the indenture and supplements thereto.
−Removed: As a result, the Company’s obligations under the indenture and
+Added: As a result, the Company’s obligations under the indenture and supplements thereto relating to the December 2022 Notes and the March 2022 Notes were satisfied and discharged as of July 31, 2018, except with respect to those obligations that the indenture expressly provides shall survive the satisfaction and discharge of the indenture.
+Added: In addition, in connection with the closing of the Asset
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: supplements thereto relating to the December 2022 Notes and the March 2022 Notes were satisfied and discharged as of July 31, 2018, except with respect to those obligations that the indenture expressly provides shall survive the satisfaction and discharge of the indenture.
−Removed: In addition, in connection with the closing of the Asset Sale Transaction, the Company terminated its senior secured credit facility entered into in May 2015 and subsequently amended in May 2017 (the "May 2017 Credit Facility") which resulted in a loss on the extinguishment of debt of $4.1 million.
−Removed: The Company's former wholly-owned subsidiaries, Triangle SBIC, Triangle Mezzanine Fund II LP ("Triangle SBIC II") and Triangle Mezzanine Fund III LP ("Triangle SBIC III") were specialty finance limited partnerships that were formed to make investments primarily in lower middle-market companies located throughout the United States.
+Added: Sale Transaction, the Company terminated its senior secured credit facility entered into in May 2015 and subsequently amended in May 2017 which resulted in a loss on the extinguishment of debt of $4.1 million.
+Added: The Company's former wholly-owned subsidiaries, Triangle Mezzanine Fund II LP ("Triangle SBIC II") and Triangle Mezzanine Fund III LP ("Triangle SBIC III") were specialty finance limited partnerships that were formed to make investments primarily in lower middle-market companies located throughout the United States.
Each of Triangle SBIC, Triangle SBIC II and Triangle SBIC III held licenses to operate as Small Business Investment Companies ("SBICs") under the authority of the United States Small Business Administration ("SBA").
5 unchanged sentences
In connection with the Externalization Closing, the following events occurred:
−Removed: On August 2, 2018, the Company entered into an investment advisory agreement (the "Advisory Agreement") and an administration agreement (the "Administration Agreement") with the Adviser pursuant to which the Adviser serves as the Company’s investment adviser and administrator and manages its investment portfolio which initially consisted primarily of the cash proceeds received in connection with the Asset Sale Transaction.
−Removed: On August 2, 2018, the Company issued 8,529,917 shares of the Company's common stock to the Adviser at a price of $11.723443 per share, or an aggregate of $100.0 million in cash, in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D thereunder (the "Stock Issuance").
+Added: • On August 2, 2018, the Company entered into an investment advisory agreement (the "Original Advisory Agreement") and an administration agreement (the "Administration Agreement") with the Adviser pursuant to which the Adviser serves as the Company’s investment adviser and administrator and manages its investment portfolio which initially consisted primarily of the cash proceeds received in connection with the Asset Sale Transaction.
+Added: • On August 2, 2018, the Company issued 8,529,917 shares of the Company's common stock to the Adviser at a price of $11.723443 per share, or an aggregate of $100.0 million in cash, in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506 of Regulation D thereunder (the "Stock Issuance").
• On August 2, 2018, the Company entered into a registration rights agreement with the Adviser with respect to the shares of the Company's common stock acquired in the Stock Issuance.
2 unchanged sentences
The shares of common stock purchased in the Tender Offer represented approximately 8.7% of the Company’s issued and outstanding shares as of September 6, 2018.
−Removed: On September 24, 2018, or the Effective Date, the Adviser entered into a Rule 10b5-1 Purchase Plan, or the 10b5-1 Plan, that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act.
+Added: • On September 24, 2018, the Adviser entered into a Rule 10b5-1 Purchase Plan, (the "10b5-1 Plan"), that qualified for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Pursuant to the 10b5-1 Plan, an independent broker made purchases of shares of the Company's common stock on the open market on behalf of the Adviser in accordance with purchase guidelines specified in the 10b5-1 Plan.
1 unchanged sentence
The maximum aggregate purchase price of all shares purchased under the 10b5-1 Plan was $50.0 million.
−Removed: On February 11, 2019, the Adviser fulfilled its obligations under the 10b5-1 Plan to purchase an aggregate amount of $50.0 million in shares of the Company's common stock and the 10b5-1
+Added: On February 11, 2019, the Adviser fulfilled its obligations under the 10b5-1 Plan to purchase an aggregate amount of $50.0 million in shares of the Company's common stock and the 10b5-1 Plan terminated in accordance with its terms.
+Added: Upon completion of the 10b5-1 Plan, the Adviser had purchased 5,084,302 shares of the Company's common stock pursuant to the 10b5-1 Plan and as of December 31, 2020, owned a total of 13,639,681 shares of our common stock, or 20.9% of the total shares outstanding.
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: Plan terminated in accordance with its terms.
−Removed: Upon completion of the 10b5-1 Plan, the Adviser had purchased 5,084,302 shares of the Company's common stock pursuant to the 10b5-1 Plan and owned a total of 13,639,681 shares of the Company's common stock, or 26.6% of the total shares outstanding.
Expenses Related to the Transactions
5 unchanged sentences
During this period, the Company did not pay management or advisory fees, but instead incurred the operating costs associated with employing executive management and investment and portfolio management professionals.
−Removed: On August 2, 2018, the Company entered into the Advisory Agreement and became an externally-managed BDC managed by the Adviser.
−Removed: 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.
−Removed: Instead of the Company directly compensating employees, the Company pays the Adviser for investment and management services pursuant to the terms of the Advisory Agreement and the Administration Agreement.
−Removed: See Note 2 - Agreements and Related Party Transactions for additional information regarding the Advisory Agreement and the Administration Agreement.
+Added: On August 2, 2018, the Company entered into the Original Advisory Agreement and became an externally-managed BDC managed by the Adviser.
+Added: An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an investment advisory agreement and administration agreement.
+Added: Instead of the Company directly compensating employees, the Company pays the Adviser for investment and management services pursuant to the terms of the Amended and Restated Advisory Agreement (as defined in “Note 2 - Agreements and Related Party Transactions”) (and, prior to January 1, 2021, under the terms of the Original Advisory Agreement) and the Administration Agreement.
+Added: See “Note 2 - Agreements and Related Party Transactions” for additional information regarding the Company’s investment advisory agreement and administration agreement.
Basis of Presentation
1 unchanged sentence
and its wholly-owned subsidiaries.
−Removed: The effects of all intercompany transactions between Barings BDC, Inc.
−Removed: and its subsidiaries have been eliminated in consolidation.
−Removed: Under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946, Financial Services - Investment Companies , the Company is precluded from consolidating portfolio company investments, including those in which it has a controlling interest, unless the portfolio company is another investment company.
−Removed: An exception to this general principle occurs if the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies.
+Added: The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidation.
+Added: The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification ("ASC") Topic 946, Financial Services – Investment Companies.
+Added: ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies.
None of the portfolio investments made by the Company qualify for this exception.
6 unchanged sentences
The guidance also eliminates the following disclosures:
−Removed: (i) amount and reason for transfers between Level 1 and Level 2,
+Added: (i) amount and reason for transfers between Level 1 and Level 2, (ii) policy for timing of transfers between levels of the fair value hierarchy and (iii) valuation processes for Level 3 fair value measurement.
+Added: In addition, the disclosure is modified such that the narrative description for the recurring Level 3 fair value measures should communicate information about the measurement uncertainty in fair value measurements as of the reporting date rather than a point in the future.
+Added: The guidance is effective for all entities for
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: (ii) policy for timing of transfers between levels of the fair value hierarchy and (iii) valuation processes for Level 3 fair value measurement.
−Removed: In addition, the disclosure is modified such that the narrative description for the recurring Level 3 fair value measures should communicate information about the measurement uncertainty in fair value measurements as of the reporting date rather than a point in the future.
−Removed: The guidance is effective for all entities for interim and annual periods beginning after December 15, 2019.
−Removed: An entity is permitted to early adopt the entire standard or only the provisions that eliminate or modify disclosures.
−Removed: The Company’s management does not expect the adoption of ASU 2018-13 to have a significant impact on its consolidated financial statements.
+Added: interim and annual periods beginning after December 15, 2019.
+Added: The Company adopted the aforementioned guidance on January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.
+Added: In March 2020, the FASB issued Accounting Standards Update, 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04").
+Added: The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S.
+Added: GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.
+Added: ASU 2020- 04 is effective for all entities as of March 12, 2020 through December 31, 2022.
+Added: The Company is currently evaluating the impact of adopting ASU 2020- 04 on its consolidated financial statements.
Share Repurchase Plan
−Removed: On February 25, 2019, the Company adopted a share repurchase plan, pursuant to Board approval, for the purpose of repurchasing shares of the Company's common stock in the open market (the "Share Repurchase Plan").
+Added: On February 25, 2019, the Company adopted a share repurchase plan, pursuant to Board approval, for the purpose of repurchasing shares of the Company's common stock in the open market during the 2019 fiscal year (the "2019 Share Repurchase Plan").
The Board authorized the Company to repurchase in 2019 up to a maximum of 5.0% of the amount of shares outstanding under the following targets:
−Removed: a maximum of 2.5% of the amount of shares of the Company's common stock outstanding if shares trade below NAV per share but in excess of 90% of NAV per share;
−Removed: a maximum of 5.0% of the amount of shares of the Company's common stock outstanding if shares trade below 90% of NAV per share.
−Removed: The Share Repurchase Plan was executed in accordance with applicable rules under the Securities Exchange Act of 1934, as amended, including Rules 10b5-1 and 10b-18 thereunder, as well as certain price, market volume and timing constraints specified in the Share Repurchase Plan.
+Added: • a maximum of 2.5% of the amount of shares of the Company's common stock outstanding if shares traded below NAV per share but in excess of 90% of NAV per share;
+Added: • a maximum of 5.0% of the amount of shares of the Company's common stock outstanding if shares traded below 90% of NAV per share.
+Added: The 2019 Share Repurchase Plan was executed in accordance with applicable rules under the Exchange Act including Rules 10b5-1 and 10b-18 thereunder, as well as certain price, market volume and timing constraints specified in the 2019 Share Repurchase Plan.
The 2019 Share Repurchase Plan was designed to allow the Company to repurchase its shares both during its open window periods and at times when it otherwise might be prevented from doing so under applicable insider trading laws or because of self-imposed trading blackout periods.
1 unchanged sentence
During the year ended December 31, 2019, the Company repurchased a total of 2,333,261 shares of its common stock in the open market under the 2019 Share Repurchase Plan at an average price of $10.01 per share, including broker commissions.
+Added: On February 27, 2020, the Board approved an open-market share repurchase program for the 2020 fiscal year (the “2020 Share Repurchase Program”).
+Added: Under the 2020 Share Repurchase Program, the Company was authorized during fiscal year 2020 to repurchase up to a maximum of 5.0% of the amount of shares outstanding as of February 27, 2020 if shares traded below NAV per share, subject to liquidity and regulatory constraints.
+Added: Purchases under the 2020 Share Repurchase Program were made in open-market transactions and included transactions being executed by a broker selected by the Company that had been delegated the authority to repurchase shares on the Company's behalf in the open market in accordance with applicable rules under the Exchange Act, including Rules 10b5-1 and 10b-18 thereunder, and pursuant to, and under the terms and limitations of, the 2020 Share Repurchase Program.
+Added: During the year ended December 31, 2020, the Company repurchased a total of 989,050 shares of its common stock in the open market under the 2020 Share Repurchase Program at an average price of $7.21 per share, including broker commissions.
Significant Accounting Policies
3 unchanged sentences
Actual results could differ from those estimates.
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
Valuation of Investments
3 unchanged sentences
For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security.
−Removed: Under ASC Topic 820, 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
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: market for the security.
+Added: Under ASC Topic 820, 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.
Under ASC Topic 820, if no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
6 unchanged sentences
Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
−Removed: The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other inputs falling within the categories of Level 1 and Level 2 are generally not available.
+Added: The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available.
In such cases, the Company determines the fair value of its investments in good faith primarily using Level 3 inputs.
−Removed: In certain cases, quoted prices or other observable inputs exist, and the Company assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
+Added: In certain cases, quoted prices or other observable inputs exist, and if so, the Company assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment.
3 unchanged sentences
The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company.
−Removed: The Adviser uses internal pricing models, in accordance with internal pricing procedures established by the Adviser's Pricing Committee, to price an asset in the event an acceptable price cannot be obtained from an approved external source.
−Removed: The Adviser reviews its valuation methodologies on an ongoing basis and updates are made accordingly to meet changes in the marketplace.
−Removed: The Adviser has established internal controls to ensure its valuation process is operating in an effective manner.
−Removed: The Adviser (1) maintains valuation and pricing procedures that describe the specific methodology used for valuation and (2) approves and documents exceptions and overrides of valuations.
−Removed: In addition, the Pricing Committee performs an annual review of valuation methodologies.
−Removed: The Company's money market fund investments are generally valued using Level 1 inputs and its syndicated senior secured loans are generally valued using Level 2 inputs.
−Removed: The Company's senior secured, middle-market, private debt investments are generally valued using Level 3 inputs.
+Added: 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.
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: Independent Valuation Review
−Removed: The Company has engaged an independent valuation firm to provide third-party valuation consulting services at the end of each fiscal quarter which consist of certain limited procedures that the Company identified and requested the valuation firm to perform (hereinafter referred to as the "Procedures").
−Removed: The Procedures generally consist of a review of the quarterly fair values of the Company's middle-market investments, and are generally performed with respect to each investment every quarter beginning in the quarter after the investment is made.
−Removed: In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders' best interests, to request the independent valuation firm to perform the Procedures on certain investments.
−Removed: 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.
−Removed: The total number of senior secured, middle-market investments and the percentage of the Company's total senior secured, middle-market investment portfolio on which the Procedures were performed are summarized below by period:
−Removed: For the quarter ended:
−Removed: Percent of total
−Removed: investments at
−Removed: fair value(1)
−Removed: September 30, 2018(2)
−Removed: December 31, 2018
−Removed: March 31, 2019
−Removed: June 30, 2019
−Removed: September 30, 2019
−Removed: December 31, 2019
−Removed: Exclusive of the fair value of new middle-market investments made during the quarter and certain middle-market investments repaid subsequent to the end of the reporting period.
−Removed: The Company did not engage any independent valuation firms to perform the Procedures for the third quarter of 2018 as the Company's investment portfolio consisted primarily of newly-originated investments.
−Removed: Upon completion of the Procedures, the valuation firm concluded that, with respect to each investment reviewed by the valuation firm, the fair value of those investments subjected to the Procedures appeared reasonable.
−Removed: Finally, the Board determined in good faith that the Company's investments were valued at fair value in accordance with the Company's valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, the Company’s Audit Committee and the independent valuation firm.
−Removed: Investment Valuation Inputs and Techniques
+Added: At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable.
+Added: While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided.
+Added: The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually.
+Added: 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.
+Added: The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e.
+Added: exit prices).
+Added: The Company's money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day.
+Added: The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service.
+Added: The Company's middle-market, private debt and equity investments are generally valued using Level 3 inputs.
+Added: Independent Valuation
+Added: For the year ended December 31, 2019, the Company engaged an independent valuation firm to provide third-party valuation consulting services at the end of each fiscal quarter which consisted of certain limited procedures that the Company identified and requested the valuation firm to perform (hereinafter referred to as the "Procedures").
+Added: The Procedures generally consisted of a review of the quarterly fair values of the Company's middle-market investments, and were generally performed with respect to each investment every quarter beginning in the quarter after the investment was made.
+Added: Beginning with the first quarter of 2020, the Company revised its valuation process to require that the Procedures generally be performed with respect to each middle-market investment at least once in every calendar year and for new investments, at least once in the twelve-month period subsequent to the initial investment.
+Added: In addition, the Procedures were generally performed with respect to an investment where there was a significant change in the fair value or performance of the investment.
+Added: Beginning with the fourth quarter of 2020, the fair value of bank loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market bank loans, are generally submitted to independent providers to perform an independent valuation on those bank loans and equity investments as of the end of each quarter.
+Added: Such bank 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).
+Added: At the quarter end following the initial acquisition, such bank loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment.
+Added: 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.
+Added: Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis.
+Added: A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use in making valuation recommendations to the Board, and will report to the Board on its rationale for each such determination.
+Added: The Adviser continued to use its internal valuation model as a comparison point to validate the price range provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making valuation recommendations to the Board.
+Added: If the Advisers’ pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Board that is outside of the range provided by the independent valuation provider, and will notify the Board of any such override and the reasons therefore.
+Added: In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders' best interests, to request the independent valuation firm to perform an independent valuation on certain investments.
+Added: Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: company is determined to be insignificant relative to the total investment portfolio.
+Added: Pursuant to these procedures, the Board determines in good faith whether the Company's investments were valued at fair value in accordance with the Company's valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, the Company’s Audit Committee and the independent valuation firm.
+Added: Valuation Techniques
The Company's valuation techniques are based upon both observable and unobservable pricing inputs.
1 unchanged sentence
The Company'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.
−Removed: The Company determines the estimated fair value of its loans and investments using primarily an income approach.
−Removed: Generally, 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 Company may use broker quotes.
+Added: 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 Company will utilize alternative approaches such as broker quotes or manual prices.
The Company 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.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: Market Approach
−Removed: The Company values its syndicated senior secured loans using values provided by independent pricing services that have been approved by the Adviser's Pricing Committee.
−Removed: The prices received from these pricing service providers are based on yields or prices of securities of comparable quality, type, coupon and maturity and/or indications as to value from dealers and exchanges.
−Removed: The Company will seek to obtain two prices from the pricing services with one price representing the primary source and the other representing an independent control valuation.
−Removed: The Company evaluates the prices obtained from brokers or independent pricing service providers based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated.
−Removed: The Company also performs back-testing of valuation information obtained from independent pricing service providers and brokers against actual prices received in transactions.
−Removed: In addition to ongoing monitoring and back-testing, the Company performs due diligence procedures surrounding independent pricing service providers to understand their methodology and controls to support their use in the valuation process.
−Removed: Income Approach
−Removed: The Company utilizes an Income Approach model in valuing its private debt investment portfolio, which consists of middle-market senior secured loans with floating reference rates.
−Removed: As independent pricing service provider and broker quotes have not historically been consistently relevant and reliable, the fair value is determined using an internal index-based pricing model that takes into account both the movement in the spread of one or more performing credit indices as well as changes in the credit profile of the borrower.
−Removed: The implicit yield for each debt investment is calculated at the date the investment is made.
−Removed: This calculation takes into account the acquisition price (par less any upfront fee) and the relative maturity assumptions of the underlying asset.
−Removed: As of each balance sheet date, the implied yield for each investment is reassessed, taking into account changes in the discount margin of the baseline index, probabilities of default and any changes in the credit profile of the issuer of the security, such as fluctuations in operating levels and leverage.
−Removed: If there is an observable price available on a comparable security/issuer, it is used to calibrate the internal model.
−Removed: The implied yield used within the model is considered a significant unobservable input.
−Removed: As such, these assets are generally classified within Level 3.
−Removed: If the valuation process for a particular debt investment results in a value above par, the value is typically capped at the greater of the principal amount plus any prepayment penalty in effect or 100% of par on the basis that a market participant is likely unwilling to pay a greater amount than that at which the borrower could refinance.
−Removed: Fair value measurements using the Income Approach model can be sensitive to changes in one or more of the inputs.
−Removed: Assuming all other inputs to the Income Approach model remain constant, any increase (decrease) in the discount margin of the baseline index for a particular debt security would result in a lower (higher) fair value for that security.
−Removed: Assuming all other inputs to the Income Approach model remain constant, any improvement (decline) in the credit profile of the issuer of a particular debt security would result in a higher (lower) fair value for that security.
−Removed: Enterprise Value Waterfall Approach
−Removed: In valuing equity securities, the Company estimates fair value using an "Enterprise Value Waterfall" valuation model.
−Removed: The Company estimates the enterprise value of a portfolio company and then allocates the enterprise value to the portfolio company’s securities in order of their relative liquidation preference.
−Removed: In addition, the model assumes that any outstanding debt or other securities that are senior to the Company’s equity securities are required to be repaid at par.
−Removed: Generally, the waterfall proceeds flow from senior debt tranches of the capital structure to junior and subordinated debt, followed by each class or preferred stock and finally the common stock.
−Removed: Additionally, the Company may estimate the fair value of a debt security using the Enterprise Value Waterfall approach when the Company does not expect to receive full repayment.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: To estimate the enterprise value of the portfolio company, the Company primarily uses a valuation model based on a transaction multiple, which generally is the original transaction multiple, and measures of the portfolio company’s financial performance.
−Removed: In addition, the Company considers other factors, including but not limited to (i) offers from third parties to purchase the portfolio company, (ii) the implied value of recent investments in the equity securities of the portfolio company, (iii) publicly available information regarding recent sales of private companies in comparable transactions and (iv) when the Company believes there are comparable companies that are publicly traded, the Company performs a review of these publicly traded companies and the market multiple of their equity securities.
−Removed: For certain non-performing assets, the Company may utilize the liquidation or collateral value of the portfolio company's assets in its estimation of enterprise value.
−Removed: The significant Level 3 inputs to the Enterprise Value Waterfall model are (i) an appropriate transaction multiple and (ii) a measure of the portfolio company’s financial performance, which generally is either earnings before interest, taxes, depreciation and amortization, as adjusted ("Adjusted EBITDA") or revenues.
−Removed: Such inputs can be based on historical operating results, projections of future operating results or a combination thereof.
−Removed: The operating results of a portfolio company may be unaudited, projected or pro forma financial information and may require adjustments for certain non-recurring items.
−Removed: In determining the operating results input, the Company utilizes the most recent portfolio company financial statements and forecasts available as of the valuation date.
−Removed: The Company also consults with the portfolio company’s senior management to obtain updates on the portfolio company’s performance, including information such as industry trends, new product development, loss of customers and other operational issues.
−Removed: Fair value measurements using the Enterprise Value Waterfall model can be sensitive to changes in one or more of the inputs.
−Removed: Assuming all other inputs to the Enterprise Value Waterfall model remain constant, any increase (decrease) in either the transaction multiple, Adjusted EBITDA or revenues for a particular equity security would result in a higher (lower) fair value for that security.
Valuation of Investment in Jocassee
1 unchanged sentence
The net asset value of Jocassee Partners LLC is determined in accordance with the specialized accounting guidance for investment companies.
+Added: Valuation of Investment in Thompson Rivers
+Added: The Company estimates the fair value of its investment in Thompson Rivers LLC using the net asset value of Thompson Rivers LLC and its ownership percentage.
+Added: The net asset value of Thompson Rivers LLC is determined in accordance with the specialized accounting guidance for investment companies.
+Added: Valuation of Investments in MVC Private Equity Fund LP
+Added: The Company estimates the fair value of its investment in MVC Private Equity Fund LP (the "MVC PE Fund") using the net asset value of the MVC PE Fund and its ownership percentage.
+Added: The net asset value of the MVC PE Fund is determined in accordance with the specialized accounting guidance for investment companies.
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
−Removed: The ranges and weighted average values of the significant Level 3 inputs used in the valuation of the Company’s debt and equity securities at December 31, 2019 and 2018 are summarized as follows:
+Added: The following tables summarize the significant unobservable inputs the Company used in the valuation of its Level 3 debt and equity securities as of December 31, 2020 and 2019.
+Added: The weighted average range of unobservable inputs is based on fair value of investments.
December 31, 2020:
+Added: Fair Value Valuation
+Added: Model Level 3
+Added: Input Range of
+Added: Inputs Weighted
Senior debt and 1 st lien notes (1)
−Removed: Income Approach
−Removed: Implied Spread
−Removed: Market Approach
−Removed: Pricing Service Quotes
−Removed: 90.0% – 99.6%
+Added: $ 650,550,710 Yield Analysis Market Yield 4.7% – 16.2% 7.4%
+Added: 3,000,000 Liquidation Analysis Adjusted EBITDA Multiple 0.05x – 0.15x 0.10x
+Added: 399,692,333 Recent Transaction Transaction Price 96.0% – 100.0% 97.8%
Subordinated debt and 2 nd lien notes (2)
−Removed: Implied Spread
−Removed: Market Approach
−Removed: Pricing Service Quotes
−Removed: 92.5% – 92.5%
+Added: 109,851,771 Yield Analysis Market Yield 6.0% – 26.0% 16.7%
+Added: 13,933,960 Market Approach Adjusted EBITDA Multiple 5.0x – 6.0x 5.50x
+Added: 4,959,088 Recent Transaction Transaction Price 100% 100%
Equity shares (3)
−Removed: Value Waterfall
−Removed: Adjusted EBITDA Multiple
−Removed: 10.0x – 12.3x
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
+Added: 39,178,157 Market Approach Adjusted EBITDA Multiple 0.8x – 11.8x 4.80x
+Added: 4,752,997 Real Estate - Cost Approach Replacement Cost (CZK/m2) 1,237 to 1,892 1,892
+Added: Real Estate - Cost Approach Depreciation Factor 0.50 to 1.00 0.81
+Added: Real Estate - Income Approach Market Rent
+Added: CZK/Year CZK5,011,718 to CZK8,700,000 CZK5,011,718
+Added: Real Estate - Income Approach Cap Rate 6.0% to 7.0% 6.5%
+Added: Real Estate - Income Approach Adj.
+Added: Development Zone n/a 1.15
+Added: 227,200 Recent Transaction Transaction Price $1,000 $1,000
+Added: Equity warrants 1,133,781 Market Approach Adjusted EBITDA Multiple 4.8x-9.0x 6.0x
+Added: (1) Excludes investments with an aggregate fair value amounting to $2,474,068, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
+Added: (2) Excludes investments with an aggregate fair value amounting to $2,075,117, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
+Added: (3) Excludes investments with an aggregate fair value amounting to $68,670, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
December 31, 2019:
−Removed: Fair Value (1)
+Added: Fair Value Valuation
+Added: Model Level 3
+Added: Input Range of
+Added: Inputs Weighted
Senior debt and 1st lien notes (1)
−Removed: Income Approach
−Removed: Implied Spread
−Removed: Market Approach
−Removed: Pricing Service Quotes
−Removed: 91.5% – 97.5%
+Added: $ 528,907,788 Income Approach Implied Spread 4.6% – 8.0% 5.7%
Subordinated debt and 2nd lien notes (2)
−Removed: Implied Spread
−Removed: Equity shares
+Added: 9,699,465 Income
+Added: Approach Implied Spread 8.8% – 9.4% 9.1%
+Added: Equity shares 760,716 Enterprise
Value Waterfall
−Removed: Adjusted EBITDA Multiple
−Removed: One senior debt investment with a total fair value of $12,375,000 was valued using an unobservable market transaction.
+Added: Approach Adjusted EBITDA Multiple 10.0x – 12.3x 10.5x
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: (1) Excludes investments with an aggregate fair value amounting to $26,592,519, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
+Added: (2) Excludes investments with an aggregate fair value amounting to $2,312,500, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
+Added: Significant increases or decreases in any of the above unobservable inputs in isolation, including changes in market yields, discount rates or EBITDA multiples, may change the fair value of certain of the Company’s investments.
+Added: Generally, an increase in market yields or decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Company's investments.
Unsettled Purchases and Sales of Investments
9 unchanged sentences
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control.
−Removed: As defined in the 1940 Act, "Control Investments" are investments in those companies that the Company is deemed to "Control." "Affiliate Investments" are investments in those companies that are "Affiliated Companies" of the Company, as defined in the 1940 Act, other than Control Investments.
+Added: As defined in the 1940 Act, "Control Investments" are investments in those companies that the Company is deemed to "Control." "Affiliate Investments" are investments in those companies that are "Affiliated Persons" of the Company, as defined in the 1940 Act, other than Control Investments.
"Non-Control / Non-Affiliate Investments" are those that are neither Control Investments nor Affiliate Investments.
Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company.
−Removed: As of December 31, 2019 , the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act.
−Removed: Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company.
+Added: Generally, under the 1940 Act, “Affiliate Investments” that are not otherwise “Control Investments” are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
Short-Term Investments
8 unchanged sentences
The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible.
−Removed: As of December 31, 2019 and December 31, 2018 , the Company had no non-accrual assets.
+Added: As of December 31, 2020 the Company had one investment that was on non-accrual.
+Added: As of December 31, 2019, the Company had no non-accrual assets.
Dividend income is recorded on the ex-dividend date.
Payment-in-Kind Interest
−Removed: As of December 31, 2019 , the Company held one investment that contained PIK interest provisions, and the Company may hold additional investments with PIK interest provisions in the future.
+Added: The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain payment-in-kind ("PIK") interest provisions.
PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income.
7 unchanged sentences
Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
Fee income for the years ended December 31, 2020, 2019 and 2018 was as follows:
Year Ended December 31
+Added: 2020 2019 2018
Recurring Fee Income:
8 unchanged sentences
Total Fee Income $ 4,080,636 $ 2,116,820 $ 5,168,901
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
Compensation Expenses
10 unchanged sentences
Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
−Removed: As of December 31, 2019 , $174.1 million of the Company's assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the August 2018 Credit Facility, $660.9 million were pledged (or will be pledged when the related investment purchase settles) as collateral for the February 2019 Credit Facility, and $417.6 million were pledged as collateral for the Debt Securitization.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: Public Offerings of Common Stock
−Removed: On February 28, 2017, the Company filed a prospectus supplement pursuant to which 7,000,000 shares of common stock were offered for sale at a price to the public of $19.50 per share.
−Removed: Pursuant to this offering, 7,000,000 shares were sold and delivered resulting in net proceeds to the Company, after underwriting discounts and offering expenses, of approximately $132.0 million.
+Added: The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
+Added: As of December 31, 2020, all of the Company's assets were or will be pledged as collateral for the February 2019 Credit Facility.
Investments Denominated in Foreign Currency
+Added: As of December 31, 2020 the Company held t wo investments that were denominated in Australian dollars, one investment that was denominated in Swedish kronas, seventeen investments that were denominated in Euros and eleven investments that were denominated in British pounds sterling .
As of December 31, 2019, the Company held one investment that was denominated in Swedish kronas, five investments that were denominated in Euros and two investments that were denominated in British pounds sterling.
−Removed: As of December 31, 2018 , the Company did not hold any investments that were denominated in foreign currencies.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period.
2 unchanged sentences
All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company's Consolidated Statements of Operations.
−Removed: In addition, during the year ended December 31, 2019 , the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company's investments and related borrowings denominated in foreign currencies.
−Removed: Net unrealized appreciation or depreciation on foreign currency contracts are included in "Net unrealized appreciation (depreciation) - foreign currency transactions" and net realized gains or losses on forward currency contracts are included in "Net realized gains (losses) - foreign currency transactions" in the Consolidated Statements of Operations.
+Added: In addition, during the years ended December 31, 2020 and 2019, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company's investments and related borrowings denominated in foreign currencies.
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: unrealized appreciation or depreciation on foreign currency contracts are included in "Net unrealized appreciation (depreciation) - foreign currency transactions" and net realized gains or losses on forward currency contracts are included in "Net realized gains (losses) - foreign currency transactions" in the Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S.
3 unchanged sentences
As a result, when the Company declares a dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of the Company’s common stock, rather than receiving cash dividends.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
The table below summarizes the Company’s dividends and distributions in the three years ended December 31, 2020:
−Removed: Amount Settled via Newly Issued Shares
−Removed: February 22, 2017
−Removed: March 8, 2017
−Removed: March 22, 2017
−Removed: June 21, 2017
−Removed: August 2, 2017
−Removed: September 6, 2017
−Removed: September 20, 2017
−Removed: November 1, 2017
−Removed: December 6, 2017
−Removed: December 20, 2017
+Added: Declared Record Payable Per Share
+Added: Amount Amount
+Added: Cash Amount Settled via Newly Issued Shares Total
+Added: February 28, 2018 March 14, 2018 March 28, 2018 $ 0.30 $ 14,407,000 $ — $ 14,407,000
+Added: August 29, 2018 September 20, 2018 September 27, 2018 0.03 1,539,000 — 1,539,000
+Added: October 11, 2018 December 14, 2018 December 21, 2018 0.10 5,128,000 — 5,128,000
Total 2018 dividends and distributions $ 0.43 $ 21,074,000 $ — $ 21,074,000
−Removed: February 28, 2018
−Removed: March 14, 2018
−Removed: March 28, 2018
−Removed: August 29, 2018
−Removed: September 20, 2018
−Removed: September 27, 2018
−Removed: October 11, 2018
−Removed: December 14, 2018
−Removed: December 21, 2018
+Added: February 27, 2019 March 13, 2019 March 20, 2019 $ 0.12 $ 6,107,000 $ — $ 6,107,000
+Added: May 9, 2019 June 12, 2019 June 19, 2019 0.13 6,541,000 — 6,541,000
+Added: July 26, 2019 September 11, 2019 September 18, 2019 0.14 6,935,000 — 6,935,000
+Added: October 29, 2019 December 11, 2019 December 18, 2019 0.15 7,345,000 — 7,345,000
Total 2019 dividends and distributions $ 0.54 $ 26,928,000 $ — $ 26,928,000
−Removed: February 27, 2019
−Removed: March 13, 2019
−Removed: March 20, 2019
−Removed: June 12, 2019
−Removed: June 19, 2019
−Removed: July 26, 2019
−Removed: September 11, 2019
−Removed: September 18, 2019
−Removed: October 29, 2019
−Removed: December 11, 2019
−Removed: December 18, 2019
+Added: February 27, 2020 March 11, 2020 March 18, 2020 $ 0.16 $ 7,824,000 $ — $ 7,824,000
+Added: April 30, 2020 June 10, 2020 June 17, 2020 0.16 7,674,000 — 7,674,000
+Added: August 5, 2020 September 9, 2020 September 16, 2020 0.16 7,674,000 — 7,674,000
+Added: November 9, 2020 November 25, 2020 December 2, 2020 0.17 8,153,000 — 8,153,000
Total 2020 dividends and distributions $ 0.65 $ 31,325,000 $ — $ 31,325,000
4 unchanged sentences
Agreements and Related Party Transactions
−Removed: On August 2, 2018, the Company entered into the Advisory Agreement and the Administration Agreement with the Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended.
−Removed: Pursuant to the Advisory Agreement and the Administration Agreement, the Adviser serves as the Company’s investment adviser and administrator and manages its investment portfolio.
−Removed: The Company’s then-current board of directors unanimously approved the Advisory Agreement at an in-person meeting on March 22, 2018.
−Removed: The Company’s stockholders approved the Advisory Agreement at the Special Meeting.
−Removed: Advisory Agreement
−Removed: Pursuant to the Advisory Agreement, the Adviser manages the Company's day-to-day operations and provides the Company with investment advisory services.
+Added: On August 2, 2018, the Company entered into the Original Advisory Agreement and the Administration Agreement with the Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended.
+Added: In connection with the MVC Acquisition (as defined in “Note 11 – MVC Capital, Inc.
+Added: Acquisition”) , on December 23, 2020, the Company entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with the Adviser , following approval of the Amended and Restated
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: Advisory Agreement by the Company’s stockholders at its December 23, 2020 special meeting of stockholders.
+Added: The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021.
+Added: The Amended and Restated Advisory Agreement amended the Original Advisory Agreement to, among other things, (i) reduce the annual base management fee payable to the Adviser from 1.375% to 1.250% of the Company’s gross assets, (ii) reset the commencement date for the rolling 12-quarter “look-back” provision used to calculate the income incentive fee and incentive fee cap to January 1, 2021 from January 1, 2020 and (iii) describe the fact that the Company may enter into guarantees, sureties and other credit support arrangements with respect to one or more of its investments, including the impact of these arrangements on the income incentive fee cap.
+Added: Investment Advisory Agreement
+Added: Pursuant to the Amended and Restated Advisory Agreement, the Adviser manages the Company's day-to-day operations and provides the Company with investment advisory services.
Among other things, the Adviser (i) determines the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes;
3 unchanged sentences
(v) performs due diligence on prospective portfolio companies and (vi) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: The Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the "IA Indemnified Parties"), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Advisory Agreement or otherwise as an investment adviser of the Company.
−Removed: The Adviser’s services under the Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the Advisory Agreement is not adversely affected.
+Added: The Amended and Restated Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the "IA Indemnified Parties"), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Amended and Restated Advisory Agreement or otherwise as an investment adviser of the Company.
+Added: The Adviser’s services under the Amended and Restated Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the Amended and Restated Advisory Agreement is not adversely affected.
The Adviser has entered into a personnel-sharing arrangement with its affiliate, Barings International Investment Limited ("BIIL").
3 unchanged sentences
BIIL is a "participating affiliate" of the Adviser, and the BIIL employees are "associated persons" of the Adviser.
−Removed: Under the Advisory Agreement, the Company pays the Adviser (i) a base management fee (the "Base Management Fee") and (ii) an incentive fee (the "Incentive Fee") as compensation for the investment advisory and management services it provides the Company thereunder.
−Removed: Base Management Fee
−Removed: The Base Management Fee is calculated based on the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of:
−Removed: 1.0% for the period from August 2, 2018 through December 31, 2018;
−Removed: 1.125% for the period commencing on January 1, 2019 through December 31, 2019;
−Removed: 1.375% for all periods thereafter.
−Removed: The Base Management Fee is payable quarterly in arrears on a calendar quarter basis.
−Removed: The Base Management Fee is calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated.
−Removed: Base Management Fees for any partial month or quarter are appropriately pro-rated.
−Removed: For the year ended December 31, 2019 , the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $12.1 million .
−Removed: As of December 31, 2019 , the Base Management Fee of $3.3 million for the three months ended December 31, 2019 was unpaid and included in "Accounts payable and accrued liabilities" in the accompanying Consolidated Balance Sheet.
−Removed: For the year ended December 31, 2018 , the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $4.2 million .
−Removed: For the quarter ended September 30, 2018, the calculation of the Base Management Fee under the terms of the Advisory Agreement was based on the average of the Company's gross assets, excluding cash and cash equivalents, as of March 31, 2018 and June 30, 2018, both of
+Added: Under the Amended and Restated Advisory Agreement, the Company pays the Adviser (i) a base management fee (the "Base Management Fee") and (ii) an incentive fee (the "Incentive Fee") as compensation for the investment advisory and management services it provides the Company thereunder.
+Added: Pre-January 1, 2021 Base Management Fee
+Added: For the period from January 1, 2020 through December 31, 2020, the Base Management Fee was calculated based on the Company's gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.375%.
+Added: The annual rate of the Base Management Fee was
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: which were dates prior to the consummation of the Transactions.
−Removed: For the quarter ended December 31, 2018, the calculation of the Base Management Fee under the terms of the Advisory Agreement was based on the average of the Company's gross assets, excluding cash and cash equivalents, as of June 30, 2018, which was prior to the Transactions, and September 30, 2018.
+Added: 1.0% for the period from August 2, 2018 through December 31, 2018, and was 1.125% for the period commencing on January 1, 2019 through December 31, 2019.
+Added: The Base Management Fee was payable quarterly in arrears on a calendar quarter basis.
+Added: The Base Management Fee was calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated.
+Added: Base Management Fees for any partial month or quarter were appropriately pro-rated.
+Added: For the years ended December 31, 2020 and December 31, 2019, the Base Management Fee determined in accordance with the terms of the Original Advisory Agreement was approximately $14.3 million and $12.1 million, respectively.
+Added: As of December 31, 2020, the Base Management Fee of $3.4 million for the three months ended December 31, 2020 was unpaid and included in "Base management fees payable" in the accompanying Consolidated Balance Sheets.
+Added: As of December 31, 2019, the Base Management Fee of $3.3 million for the three months ended December 31, 2019 was unpaid and included in "Base management fees payable" in the accompanying Consolidated Balance Sheets.
+Added: For the year ended December 31, 2018, the Base Management Fee determined in accordance with the terms of the Original Advisory Agreement was approximately $4.2 million.
+Added: For the quarter ended September 30, 2018, the calculation of the Base Management Fee under the terms of the Original Advisory Agreement was based on the average of the Company's gross assets, excluding cash and cash equivalents, as of March 31, 2018 and June 30, 2018, both of which were dates prior to the consummation of the Transactions.
+Added: For the quarter ended December 31, 2018, the calculation of the Base Management Fee under the terms of the Original Advisory Agreement was based on the average of the Company's gross assets, excluding cash and cash equivalents, as of June 30, 2018, which was prior to the Transactions, and September 30, 2018.
In light of this fact, and in order to ensure that the Adviser did not earn a Base Management Fee on assets that it did not manage prior to the Transactions, the Adviser calculated the Base Management Fee for the quarter ended September 30, 2018 based on the Company's average gross assets as of August 2, 2018 and September 30, 2018, excluding (i) cash and cash equivalents, (ii) short-term investments, (iii) unsettled purchased investments and (iv) assets subject to participation agreements (the “Q3 2018 Adjusted Management Fee”).
For the quarter ended December 31, 2018, the Adviser calculated the Base Management Fee based on the Company's average gross assets as of September 30, 2018 and December 31, 2018, excluding (i) cash and cash equivalents, (ii) short-term investments, (iii) unsettled purchased investments and (iv) assets subject to participation agreements (the “Q4 2018 Adjusted Management Fee,” and together with the Q3 2018 Adjusted Management Fee,” the “FY 2018 Adjusted Management Fee”).
−Removed: The Adviser voluntary agreed to waive the difference between the $4.2 million Base Management Fee calculated under the terms of the Advisory Agreement and the FY 2018 Adjusted Management Fee, which resulted in a net Base Management Fee of approximately $2.7 million for the year ended December 31, 2018 after taking into account a waiver of approximately $1.5 million based on the calculations noted above.
−Removed: Incentive Fee
−Removed: The Incentive Fee is comprised of two parts:
−Removed: (1) a portion based on the Company’s pre-incentive fee net investment income (the "Income-Based Fee") and (2) a portion based on the net capital gains received on the Company’s 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").
−Removed: The Income-Based Fee is calculated as follows:
−Removed: For each quarter from and after August 2, 2018 through December 31, 2019 (the "Pre-2020 Period"), the Income-Based Fee is calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter for which such fees are being calculated.
−Removed: In respect of the Pre-2020 Period, "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee).
−Removed: Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash.
−Removed: Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
−Removed: For each quarter beginning on and after January 1, 2020 (the "Post-2019 Period"), the Income-Based Fee will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter and the eleven preceding calendar quarters (or such fewer number of preceding calendar quarters counting each calendar quarter beginning on or after January 1, 2020) (each such period will be referred to as the "Trailing Twelve Quarters") for which such fees are being calculated and will be payable promptly following the filing of the Company’s financial statements for such quarter.
−Removed: In respect of the Post-2019 Period, "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant Trailing Twelve Quarters, minus
+Added: The Adviser voluntary agreed to waive the difference between the $4.2 million Base Management Fee calculated under the terms of the Original Advisory Agreement and the FY 2018 Adjusted Management Fee, which resulted in a net Base Management Fee of approximately $2.7 million for the year ended December 31, 2018 after taking into account a waiver of approximately $1.5 million based on the calculations noted above.
+Added: Post-December 31, 2020 Base Management Fee
+Added: Beginning January 1, 2021, the Base Management Fee is calculated based on the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.25%.
+Added: The Base Management Fee is payable quarterly in arrears on a calendar quarter basis.
+Added: The Base Management Fee will be calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated.
+Added: Base Management Fees for any partial month or quarter will be appropriately pro-rated.
+Added: Pre-January 1, 2021 Incentive Fee
+Added: For the period from August 2, 2018 through December 31, 2020, under the Original Advisory Agreement, the Incentive Fee was comprised of two parts:
+Added: (1) a portion based on the Company’s pre-incentive fee net investment income (the "Pre-2021 Income-Based Fee") and (2) a portion based on the net capital gains received on the Company’s 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 "Pre-2021 Capital Gains Fee").
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: the Company’s operating expenses for such Trailing Twelve Quarters (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee) divided by the number of quarters that comprise the relevant Trailing Twelve Quarters.
−Removed: Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash.
−Removed: Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
−Removed: Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less senior securities constituting indebtedness and preferred stock) at the end of the calendar quarter for which such fees are being calculated, is compared to a "hurdle rate", expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed calendar quarter, of 2% per quarter (8% annualized).
−Removed: The Company pays the Adviser the Income-Based Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
−Removed: (a) With respect to the Pre-2020 Period, no Income-Based Fee for any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) does not exceed the hurdle rate;
−Removed: (b) With respect to the Post-2019 Period, no Income-Based Fee for any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) does not exceed the hurdle rate;
−Removed: (a) With respect to the Pre-2020 Period, 100% of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income for such quarter, if any, that exceeds the hurdle rate but is less than 2.5% (10% annualized) (the "Pre-2020 Catch-Up Amount").
−Removed: The Pre-2020 Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) when the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) reaches 2% per quarter (8% annualized);
−Removed: (b) With respect to the Post-2019 Period, 100% of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above), if any, that exceeds the hurdle rate but is less than 2.5% (10% annualized) (the "Post-2019 Catch-Up Amount").
−Removed: The Post-2019 Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) when the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) reaches 2% per quarter (8% annualized);
−Removed: (a) With respect to the Pre-2020 Period, 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for such quarter, if any, that exceeds the Pre-2020 Catch-Up Amount;
−Removed: (b) With respect to the Post-2019 Period, 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above), if any, that exceeds the Post-2019 Catch-Up Amount.
+Added: The Pre-2021 Income-Based Fee was calculated as follows:
+Added: (i) For each quarter from and after August 2, 2018 through December 31, 2019 (the "Pre-2020 Period"), the Pre-2021 Income-Based Fee was calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter for which such fees were being calculated.
+Added: In respect of the Pre-2020 Period, "Pre-Incentive Fee Net Investment Income" meant interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee).
+Added: Pre-Incentive Fee Net Investment Income included, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash.
+Added: Pre-Incentive Fee Net Investment Income did not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
+Added: (ii) For each quarter beginning on and after January 1, 2020 (the "Post-2019 Period"), the Pre-2021 Income-Based Fee was calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter and the eleven preceding calendar quarters (or such fewer number of preceding calendar quarters counting each calendar quarter beginning on or after January 1, 2020) (each such period referred to as the "Pre-2021 Trailing Twelve Quarters") for which such fees were being calculated and was payable promptly following the filing of the Company’s financial statements for such quarter.
+Added: In respect of the Post-2019 Period, "Pre-Incentive Fee Net Investment Income" meant interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant Pre-2021 Trailing Twelve Quarters, minus the Company’s operating expenses for such Pre-2021 Trailing Twelve Quarters (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee) divided by the number of quarters that comprise the relevant Pre-2021 Trailing Twelve Quarters.
+Added: Pre-Incentive Fee Net Investment Income included, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash.
+Added: Pre-Incentive Fee Net Investment Income did not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
+Added: (iii) Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less senior securities constituting indebtedness and preferred stock) at the end of the calendar quarter for which such fees were being calculated, was compared to a "hurdle rate", expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed calendar quarter, of 2% per quarter (8% annualized).
+Added: The Company paid the Adviser the Pre-2021 Income-Based Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
+Added: (1) (a) With respect to the Pre-2020 Period, no Pre-2021 Income-Based Fee for any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) did not exceed the hurdle rate;
+Added: (b) With respect to the Post-2019 Period, no Pre-2021 Income-Based Fee for any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) did not exceed the hurdle rate;
+Added: (2) (a) With respect to the Pre-2020 Period, 100% of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income for such quarter, if any, that exceeded the hurdle rate
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: However, with respect to the Post-2019 Period, the Income-Based Fee paid to the Adviser will not be in excess of the Incentive Fee Cap.
−Removed: With respect to the Post-2019 Period, the "Incentive Fee Cap" for any quarter is an amount equal to (a) 20% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate Income-Based Fee that was paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.
−Removed: Cumulative Net Return means (x) the aggregate net investment income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing Twelve Quarters.
−Removed: If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company pays no Income-Based Fee to the Adviser for such quarter.
−Removed: If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Income-Based Fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Income-Based Fee to the Adviser equal to the Incentive Fee Cap for such quarter.
−Removed: If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Income-Based Fee that is payable to the Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Income-Based Fee to the Adviser equal to the Income-Based Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
−Removed: Net Capital Loss in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
−Removed: The Capital Gains Fee will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement), commencing with the calendar year ending on December 31, 2018, and is calculated at the end of each applicable year by subtracting (1) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company’s cumulative aggregate realized capital gains, in each case calculated from August 2, 2018.
−Removed: 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.
+Added: but was less than 2.5% (10% annualized) (the "Pre-2020 Catch-Up Amount").
+Added: The Pre-2020 Catch-Up Amount was intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) when the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) reached 2% per quarter (8% annualized);
+Added: (b) With respect to the Post-2019 Period, 100% of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above), if any, that exceeded the hurdle rate but was less than 2.5% (10% annualized) (the "Post-2019 Catch-Up Amount").
+Added: The Post-2019 Catch-Up Amount was intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) when the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) reached 2% per quarter (8% annualized);
+Added: (3) (a) With respect to the Pre-2020 Period, 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for such quarter, if any, that exceeded the Pre-2020 Catch-Up Amount;
+Added: (b) With respect to the Post-2019 Period, 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above), if any, that exceeded the Post-2019 Catch-Up Amount.
+Added: However, with respect to the Post-2019 Period, the Pre-2021 Income-Based Fee paid to the Adviser would in no event be in excess of the Pre-2021 Incentive Fee Cap.
+Added: With respect to the Post-2019 Period, the "Pre-2021 Incentive Fee Cap" for any quarter was an amount equal to (a) 20% of the Cumulative Net Return (as defined below) during the relevant Pre-2021 Trailing Twelve Quarters minus (b) the aggregate Pre-2021 Income-Based Fee that was paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Pre-2021 Trailing Twelve Quarters.
+Added: Cumulative Net Return meant (x) the aggregate net investment income in respect of the relevant Pre-2021 Trailing Twelve Quarters minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Pre-2021 Trailing Twelve Quarters.
+Added: If, in any quarter, the Pre-2021 Incentive Fee Cap was zero or a negative value, the Company paid no Pre-2021 Income-Based Fee to the Adviser for such quarter.
+Added: If, in any quarter, the Pre-2021 Incentive Fee Cap for such quarter was a positive value but was less than the Pre-2021 Income-Based Fee that was payable to the Adviser for such quarter (before giving effect to the Pre-2021 Incentive Fee Cap) calculated as described above, the Company paid a Pre-2021 Income-Based Fee to the Adviser equal to the Pre-2021 Incentive Fee Cap for such quarter.
+Added: If, in any quarter, the Pre-2021 Incentive Fee Cap for such quarter was equal to or greater than the Pre-2021 Income-Based Fee that was payable to the Adviser for such quarter (before giving effect to the Pre-2021 Incentive Fee Cap) calculated as described above, the Company paid an Pre-2021 Income-Based Fee to the Adviser equal to the Pre-2021 Income-Based Fee calculated as described above for such quarter without regard to the Pre-2021 Incentive Fee Cap.
+Added: Net Capital Loss in respect of a particular period meant the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
+Added: The Pre-2021 Capital Gains Fee was determined and payable in arrears as of the end of each calendar year, commencing with the calendar year ended on December 31, 2018, and was calculated at the end of each applicable year by subtracting (1) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company’s cumulative aggregate realized capital gains, in each case calculated from August 2, 2018.
+Added: If such amount was positive at the end of such year, then the Pre-2021 Capital Gains Fee payable for such year was equal to 20% of such amount, less the cumulative aggregate amount of
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: Pre-2021 Capital Gains Fees paid in all prior years.
+Added: If such amount was negative, then there was no Pre-2021 Capital Gains Fee payable for such year.
+Added: The Company did not pay any Incentive Fees for the years ended December 31, 2020, 2019 and 2018.
+Added: Post-December 31, 2020 Incentive Fee
+Added: Beginning January 1, 2021, the Incentive Fee continues to consist of two components that are independent of each other, with the result that one component may be payable even if the other is not.
+Added: Under the Amended and Restated Advisory Agreement, a portion of the Incentive Fee is based on the Company's income (the “ Income-Based Fee”) and a portion is based on the Company's capital gains (the “Capital Gains Fee”), each as described below:
+Added: (i) The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of the Company's first eleven calendar 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.
+Added: The Hurdle Amount will be determined on a quarterly basis, and will be calculated by multiplying 2.0% (8% annualized) by the aggregate of the Company's net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters.
+Added: For this purpose, under the Amended and Restated Advisory Agreement, “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 the Company's operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Income-Based Fee and the Capital Gains Fee).
+Added: 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:
+Added: The calculation of the Income-Based Fee for each quarter is as follows:
+Added: (A) No Income-Based Fee will be payable to the Adviser in any calendar quarter in which the Company's aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Hurdle Amount;
+Added: (B) 100% of the Company's aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.5% (10% annualized) by the Company's net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters.
+Added: The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20% on all of the Company's Pre-Incentive Fee Net Investment Income when the Company's Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Quarters;
+Added: (C) For any quarter in which the Company's aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income-Based Fee shall equal 20% of the amount of the Company's Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Hurdle Amount and Catch-Up Amount will have been achieved.
+Added: Subject to the Incentive Fee Cap described below, the amount of the Income-Based Fee that will be paid to the Adviser for a particular quarter will equal the excess of the aggregate Income-Based Fee so calculated less the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: (ii) The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”).
+Added: 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 the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
+Added: 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.
+Added: If, in any quarter, the Incentive Fee Cap is zero or a negative value, we will pay no Income-Based Fee to the Adviser in that quarter.
+Added: 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 the Adviser the Incentive Fee Cap for such quarter.
+Added: 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 the Adviser the Income-Based Fee for such quarter.
+Added: “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company's assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company's assets (including, for the avoidance of doubt, the value ascribed to any credit support arrangement in the Company's financial statements even if such value is not categorized as a gain therein), whether realized or unrealized, in such period.
+Added: (iii) The second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Amended and Restated Advisory Agreement), commencing with the calendar year ended on December 31, 2018, and is calculated at the end of each applicable year by subtracting (1) the sum of the Company's cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company's cumulative aggregate realized capital gains, in each case calculated from August 2, 2018.
+Added: 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.
−Removed: If the 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.
−Removed: The Company did not pay any Incentive Fee for the years ended December 31, 2019 and 2018 .
+Added: 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.
+Added: Under the Amended and Restated Advisory Agreement, the "cumulative aggregate realized capital gains" are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company's portfolio when sold and (b) the accreted or amortized cost basis of such investment.
+Added: The cumulative aggregate realized capital losses are calculated as the sum of the differences, if negative, between (a) the net sales price of each investment in the Company's portfolio when sold and (b) the accreted or amortized cost basis of such investment.
+Added: The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company's portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.
+Added: Under the Amended and Restated Advisory Agreement, the “ accreted or amortized cost basis of an investment” shall mean the accreted or amortized cost basis of such investment as reflected in the Company’s financial statements.
Payment of Company Expenses
−Removed: Under the Advisory Agreement, all investment professionals of the Adviser and its staff, when and to the extent engaged in providing services required to be provided by the Adviser under the Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser and not by the Company, except that all costs and expenses relating to the Company's operations and transactions, including, without limitation, those items listed in the Advisory Agreement, will be borne by the Company.
−Removed: Duration and Termination of Advisory Agreement
−Removed: The Advisory Agreement has an initial term of two years, or until August 2, 2020.
−Removed: Thereafter, it will continue to renew automatically for successive annual periods so long as such continuance is specifically approved at least annually by:
−Removed: (i) the vote of the Board, or by the vote of stockholders holding a majority of the outstanding voting securities of the Company;
−Removed: and (ii) the vote of a majority of the Company’s independent directors, in either case, in accordance with the requirements of the 1940 Act.
−Removed: The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by:
−Removed: (a) by vote of a majority of the Board or by vote of a majority of the outstanding voting securities of the Company (as defined in the 1940 Act);
−Removed: or (b) the Adviser.
−Removed: Furthermore, the 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).
+Added: Under the Amended and Restated Advisory Agreement, all investment professionals of the Adviser and its staff, when and to the extent engaged in providing services required to be provided by the Adviser under the Amended and Restated Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser and not by the Company, except that
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
+Added: all costs and expenses relating to the Company's operations and transactions, including, without limitation, those items listed in the Amended and Restated Advisory Agreement, will be borne by the Company.
Administration Agreement
Under the terms of the Administration Agreement, the Adviser performs (or oversees, or arranges for, the performance of) the administrative services necessary for the operation of the Company, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Adviser, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement.
−Removed: The Adviser also, on behalf of the Company and subject 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.
−Removed: The Company is required to reimburse the Adviser for the costs and expenses incurred by the Adviser in performing its obligations and providing personnel and facilities under the Administration Agreement, or such lesser amount as may be agreed to in writing by the Company and the Adviser from time to time.
−Removed: If the Company and the Adviser agree to a reimbursement amount for any period which is less than the full amount otherwise permitted under the Administration Agreement, then the Adviser will not be entitled to recoup any difference thereof in any subsequent period or otherwise.
+Added: The Adviser also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, valuation experts, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
+Added: The Company will reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by the Company and Barings quarterly in arrears.
+Added: In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.
The costs and expenses incurred by the Adviser on behalf of the Company under the Administration Agreement include, but are not limited to:
1 unchanged sentence
• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
−Removed: the actual cost of goods and services used for the Company and obtained by the Adviser from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles;
+Added: • the actual cost of goods and services used for the Company and obtained by the Adviser from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;
• all fees, costs and expenses associated with the engagement of a sub-administrator, if any;
1 unchanged sentence
For the years ended December 31, 2020 and 2019, the Company incurred and was invoiced by the Adviser for expenses of approximately $1.6 million and $2.3 million, respectively, under the terms of the Administration Agreement.
−Removed: As of December 31, 2019 , the administrative expenses of $0.4 million incurred for the three months ended December 31, 2019 were unpaid and included in "accounts payable and accrued liabilities" in the accompanying consolidated balance sheet.
−Removed: The Administration Agreement has an initial term of two years, or until August 2, 2020, and thereafter 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.
−Removed: The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the directors of the Company, or by the
+Added: For the year ended December 31, 2018, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.5 million.
+Added: As of December 31, 2020, the administrative expenses of $0.7 million incurred for the three months ended December 31, 2020 were unpaid and included in "Administrative fees payable" in the accompanying Consolidated Balance Sheets.
+Added: As of December 31, 2019, the administrative expenses of $0.4 million incurred for the three months ended December 31, 2019 were unpaid and included in "Administrative fees payable" in the accompanying Consolidated Balance Sheets.
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: Adviser, upon 60 days’ written notice to the other party.
−Removed: The Administration Agreement may not be assigned by a party without the consent of the other party.
+Added: Credit Support Agreement
+Added: In connection with the MVC Acquisition, on December 23, 2020, promptly following the closing of the Merger (as defined in “Note 11 – MVC Capital, Inc.
+Added: Acquisition”) , the Company entered into a Credit Support Agreement (the “Credit Support Agreement”) with the Adviser, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period.
+Added: A summary of the material terms of the Credit Support Agreement are as follows:
+Added: • The Credit Support Agreement covers all of the investments in the Reference Portfolio.
+Added: • The Adviser has an obligation to provide credit support to the Company in an amount equal to the excess of (1) the aggregate realized and unrealized losses on the Reference Portfolio over (2) the aggregate realized and unrealized gains on the Reference Portfolio, in each case from the date of the closing of the Merger through the Designated Settlement Date (up to a $23.0 million cap) (such amount, the “Covered Losses”).
+Added: For purposes of the Credit Support Agreement, “Designated Settlement Date” means the earlier of (1) January 1, 2031 and (2) the date on which the entire Reference Portfolio has been realized or written off.
+Added: No credit support is required to be made by the Adviser to the Company under the Credit Support Agreement if the aggregate realized and unrealized gains on the Reference Portfolio exceed realized and unrealized losses of the Reference Portfolio on the Designated Settlement Date.
+Added: • The Adviser will settle any credit support obligation under the Credit Support Agreement as follows.
+Added: If the Covered Losses are greater than $0.00, then, in satisfaction of the Adviser’s obligation set forth in the Credit Support Agreement, the Adviser will irrevocably waive during the Waiver Period (as defined below) (1) the incentive fees payable under the Amended and Restated Advisory Agreement (including any incentive fee calculated on an annual basis during the Waiver Period), and (2) in the event that Covered Losses exceed such incentive fee, the base management fees payable under the Amended and Restated Advisory Agreement.
+Added: The “Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the Designated Settlement Date occurs.
+Added: If the Covered Losses exceed the aggregate amount of incentive fees and base management fees waived by the Adviser during the Waiver Period, then, on the date on which the last incentive fee or base management fee payment would otherwise be due during the Waiver Period, the Adviser shall make a cash payment to the Company equal to the positive difference between the Covered Losses and the aggregate amount of incentive fees and base management fees previously waived by the Adviser during the Waiver Period.
+Added: • The Credit Support Agreement and the rights of the Company thereunder shall automatically terminate if the Adviser (or an affiliate of the Adviser) ceases to serve as the investment adviser to the Company or any successor thereto, other than as a result of the voluntary termination by the Adviser of its investment advisory agreement with the Company.
+Added: In the event of such a voluntary termination by the Adviser of the then-current investment advisory agreement with the Company, the Adviser will remain obligated to provide the credit support contemplated by the Credit Support Agreement.
+Added: In the event of a non-voluntary termination of the advisory agreement or its expiration (due to non-renewal by the Board, the Adviser will have no obligations under the Credit Support Agreement.
+Added: The 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 Merger.
+Added: There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with the Credit Support Agreement.
+Added: Any cash payment from the Adviser to the Company under the Credit Support Agreement will be excluded from the combined company’s incentive fee calculations under the Amended and Restated Advisory Agreement.
+Added: When the Company and the Adviser entered into the Credit Support Agreement, it was accounted for as a deemed contribution from the Adviser and is included in "Additional paid-in capital" in the accompanying Consolidated Balance Sheets.
+Added: In addition, the Credit Support Agreement will be accounted for as a derivative in
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: accordance with ASC 815, Derivatives and Hedging , and is included in "Credit support agreement" in the accompanying Consolidated Balance Sheets.
Portfolio Composition
−Removed: As of December 31, 2019 and 2018 , approximately $509.9 million and $845.6 million, respectively, or 47.8% and 78.5%, respectively, of the Company's investment portfolio (excluding the Company's investments in its joint venture and short-term money market funds), was invested in syndicated senior secured loans, and approximately $556.9 million and $231.0 million, respectively, or 52.2% and 21.5%, respectively, of the Company's investment portfolio (excluding the Company's investments in its joint venture and in short-term money market funds) was invested in middle-market, private debt and equity investments.
−Removed: Over time, the Adviser expects to continue to transition the Company's portfolio to senior secured private debt investments in performing, well-established middle-market businesses that operate across a wide range of industries.
+Added: The Company invests predominately in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured products, bonds and other fixed income securities.
+Added: Structured products include collateralized loan obligations and asset-backed securities.
The Adviser's existing SEC co-investment exemptive relief under the 1940 Act, permits the Company and the Adviser's affiliated private funds and SEC-registered funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
−Removed: The Adviser employs fundamental credit analysis, and targets investments in businesses with relatively low levels of cyclicality and operating risk.
−Removed: The hold 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.
−Removed: The Adviser has experience managing levered vehicles, both public and private, and will seek to enhance the Company’s returns through the use of leverage with a prudent approach that prioritizes capital preservation.
−Removed: The Adviser believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles.
The cost basis of the Company's debt investments includes any unamortized purchased premium or discount and unamortized loan origination fees and PIK interest, if any.
Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments, are shown in the following tables:
+Added: Cost Percent of
+Added: Portfolio Fair Value Percent of
+Added: Portfolio Percent of
December 31, 2020:
1 unchanged sentence
$ 1,167,436,742 79 % $ 1,171,250,512 79 % 163 %
−Removed: 1,050,863,369
Subordinated debt and 2 nd lien notes
+Added: 137,776,808 9 138,767,120 9 19
+Added: Structured products 30,071,808 2 32,508,845 2 5
Equity shares 44,693,645 3 44,651,114 3 6
−Removed: Investment in joint venture
+Added: Equity warrants 1,235,383 — 1,300,197 — —
+Added: Investments in joint ventures / PE fund 39,282,532 3 41,759,922 3 6
Short-term investments 65,558,227 4 65,558,227 4 9
$ 1,486,055,145 100 % $ 1,495,795,937 100 % 208 %
−Removed: 1,173,643,807
December 31, 2019:
1 unchanged sentence
$ 1,070,031,715 90 % $ 1,050,863,369 90 % 184 %
−Removed: 1,068,436,847
Subordinated debt and 2 nd lien notes
+Added: 15,339,180 1 15,220,969 1 3
Equity shares 515,825 — 760,716 — —
+Added: Investment in joint venture 10,158,270 1 10,229,813 1 2
Short-term investments 96,568,940 8 96,568,940 8 17
$ 1,192,613,930 100 % $ 1,173,643,807 100 % 206 %
−Removed: 1,121,855,745
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: During the year ended December 31, 2019 , the Company purchased $18.1 million in syndicated senior secured loans, made 39 new middle-market debt investments totaling $409.6 million, consisting of 38 senior secured, middle-market, private debt investments and one second lien, middle-market, private debt investment, made equity investments in its joint venture totaling $10.2 million and made additional debt investments in five existing portfolio companies totaling $12.2 million.
−Removed: During the year ended December 31, 2018 , subsequent to the Transactions, the Company purchased $1,314.6 million in syndicated senior secured loans and made new investments in nineteen middle-market portfolio companies totaling $237.2 million, consisting of 17 senior secured private debt investments, two second lien private debt investments and two minority equity instruments.
−Removed: In addition, the Company invested $45.2 million, net, in money market fund investments during the year ended December 31, 2018 , subsequent to the Transactions.
+Added: During the year ended December 31, 2020, the Company made 76 new investments totaling $743.2 million, purchased $185.0 million of investments as part of the MVC Acquisition, made investments in existing portfolio companies totaling $114.6 million, made a new joint venture equity investment totaling $10.0 million and made an additional investment in one existing joint venture equity portfolio company totaling $10.0 million.
+Added: During the year ended December 31, 2019, the Company made 43 new investments totaling $425.9 million, investments in existing portfolio companies totaling $14.0 million and made one new joint venture equity investment totaling $10.2 million.
+Added: During the year ended December 31, 2018, subsequent to the Transactions, the Company purchased $1,314.6 million in syndicated senior secured loans and made new investments in nineteen middle-market portfolio companies totaling $237.2 million.
Prior to the Transactions, in the year ended December 31, 2018, the Company made investments in 12 existing portfolio companies totaling approximately $30.7 million.
−Removed: During the year ended December 31, 2017 , the Company made twenty-nine new investments, including recapitalizations of existing portfolio companies, totaling approximately $408.9 million, additional debt investments in eighteen existing portfolio companies of approximately $70.4 million and additional equity investments in eleven existing portfolio companies totaling approximately $4.4 million.
−Removed: Jocassee Partners LLC
−Removed: On May 8, 2019, the Company entered into an agreement with South Carolina Retirement Systems Group Trust ("SCRS") to create and co-manage Jocassee Partners LLC ("Jocassee"), a joint venture, which invests in a highly diversified asset mix including senior secured, middle-market, private debt investments, syndicated senior secured loans, structured products and real estate debt.
−Removed: The Company and SCRS committed to initially provide $50.0 million and $500.0 million, respectively, of equity capital to Jocassee.
−Removed: Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
−Removed: As of December 31, 2019 , Jocassee had $41.3 million in senior secured private middle-market debt investments, $140.8 million in U.S.
−Removed: syndicated senior secured loans, $57.3 million in European syndicated senior secured loans, $8.2 million in an equity investment and $36.7 million in a short-term investment.
−Removed: The Company may sell portions of its investments via assignment to Jocassee.
−Removed: As of December 31, 2019 , the Company had sold $36.1 million of its investments to Jocassee.
−Removed: The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:
−Removed: • Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
−Removed: • each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company;
−Removed: • the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either:
−Removed: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: The Company has determined that Jocassee is an investment company under ASC, Topic 946, Financial Services - Investment Companies , however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.
−Removed: The Company does not consolidate its interest in Jocassee as it is not a substantially wholly owned investment company subsidiary.
−Removed: In addition, the Company does not control Jocassee due to the allocation of voting rights among Jocassee members.
−Removed: As of December 31, 2019 , Jocassee had the following commitments, contributions and unfunded commitments from its members:
−Removed: As of December 31, 2019
−Removed: Total Commitments
−Removed: Contributed Capital
−Removed: Return of Capital (not recallable)
−Removed: Unfunded Commitments
−Removed: Barings BDC, Inc.
−Removed: South Carolina Retirement Systems Group Trust
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at December 31, 2020 and December 31, 2019, excluding short-term investments, was as follows:
−Removed: December 31, 2019
−Removed: Percent of Portfolio
−Removed: December 31, 2018
−Removed: Percent of Portfolio
+Added: December 31, 2020 Percent of Portfolio December 31, 2019 Percent of Portfolio
Aerospace and Defense $ 82,501,170 5.8 % $ 71,899,486 6.7 %
+Added: Automotive 61,581,980 4.3 29,879,546 2.8
Banking, Finance, Insurance and Real Estate 99,099,552 6.9 83,826,677 7.8
4 unchanged sentences
Consumer goods:
+Added: Durable 38,165,784 2.7 30,207,496 2.8
Consumer goods:
+Added: Non-durable 28,081,580 2.0 13,958,377 1.3
Containers, Packaging and Glass 9,018,983 0.6 32,465,070 3.0
+Added: Electricity 17,627,935 1.2 16,561,352 1.5
+Added: Oil and Gas 788,105 0.1 14,031,270 1.3
Healthcare and Pharmaceuticals 142,708,050 10.0 106,336,903 9.9
6 unchanged sentences
Metals and Mining 17,857,236 1.2 12,284,823 1.1
+Added: Retail 1,983,083 0.1 28,438,030 2.6
+Added: Business 209,974,914 14.7 127,261,336 11.8
+Added: Consumer 54,450,324 3.8 35,667,981 3.3
+Added: Structured Products 32,508,845 2.3 — —
Telecommunications 43,021,001 3.0 33,725,812 3.1
Transportation:
+Added: Cargo 91,132,943 6.4 83,353,452 7.7
Transportation:
+Added: Consumer — — 5,845,206 0.5
+Added: Electric 8,987,929 0.6 6,028,435 0.6
+Added: Oil and Gas 11,645,956 0.8 11,870,574 1.1
+Added: Wholesale 26,914,057 1.9 — —
+Added: Total $ 1,430,237,710 100.0 % $ 1,077,074,867 100.0 %
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: Jocassee Partners LLC
+Added: On May 8, 2019, the Company entered into an agreement with South Carolina Retirement Systems Group Trust ("SCRS") to create and co-manage Jocassee Partners LLC ("Jocassee"), a joint venture, which invests in a highly diversified asset mix including senior secured, middle-market, private debt investments, syndicated senior secured loans, structured products and real estate debt.
+Added: The Company and SCRS committed to initially provide $50.0 million and $500.0 million, respectively, of equity capital to Jocassee.
+Added: Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
+Added: As of December 31, 2020, Jocassee had $180.6 million in senior secured private middle-market debt investments, $382.9 million in U.S.
+Added: syndicated senior secured loans, $161.5 million in European syndicated senior secured loans, $25.6 million in structured product investments, $5.8 million in an equity investment, $90.1 million in a joint venture investment and $23.1 million in short-term investments.
+Added: As of December 31, 2019, Jocassee had $41.3 million in senior secured private middle-market debt investments, $140.8 million in U.S.
+Added: syndicated senior secured loans, $57.3 million in European syndicated senior secured loans, $8.2 million in an equity investment and $36.7 million in a short-term investment.
+Added: The Company may sell portions of its investments via assignment to Jocassee.
+Added: Since inception, as of December 31, 2020, and December 31, 2019, the Company had sold $162.2 million and $36.1 million, respectively, of its investments to Jocassee.
+Added: As of December 31, 2020, the Company had $44.2 million in unsettled receivables due from Jocassee that were included in "Receivable from unsettled transactions" in the accompanying Consolidated Balance Sheets.
+Added: The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:
+Added: • Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
+Added: • each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company;
+Added: • the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either:
+Added: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
+Added: The Company has determined that Jocassee is an investment company under ASC, Topic 946, Financial Services - Investment Companies , however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.
+Added: The Company does not consolidate its interest in Jocassee as it is not a substantially wholly owned investment company subsidiary.
+Added: In addition, the Company does not control Jocassee due to the allocation of voting rights among Jocassee members.
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: As of December 31, 2020 and December 31, 2019, Jocassee had the following commitments, contributions and unfunded commitments from its members:
+Added: As of December 31, 2020
+Added: Member Total Commitments Contributed Capital Return of Capital (not recallable) Unfunded Commitments
+Added: Barings BDC, Inc.
$ 50,000,000 $ 20,000,000 $ — $ 30,000,000
+Added: South Carolina Retirement Systems Group Trust 500,000,000 200,000,000 — 300,000,000
+Added: Total $ 550,000,000 $ 220,000,000 $ — $ 330,000,000
+Added: As of December 31, 2019
+Added: Member Total Commitments Contributed Capital Return of Capital (not recallable) Unfunded Commitments
+Added: Barings BDC, Inc.
$ 50,000,000 $ 10,000,000 $ — $ 40,000,000
+Added: South Carolina Retirement Systems Group Trust 500,000,000 100,000,000 — 400,000,000
+Added: Total $ 550,000,000 $ 110,000,000 $ — $ 440,000,000
+Added: Thompson Rivers LLC
+Added: On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company.
+Added: On May 13, 2020, the Company entered into a limited liability company agreement (“LLC Agreement”) with Jocassee.
+Added: The Company and Jocassee have committed to initially provide $10.0 million and $90.0 million, respectively, of equity capital to Thompson Rivers.
+Added: Equity contributions (and equity ownership) are on a pro-rata basis, based on their equity commitments (10% for the Company and 90% for Jocassee).
+Added: As of December 31, 2020, Thompson Rivers had $715.2 million in Ginnie Mae early buyout loans.
+Added: The Company has determined that Thompson Rivers is an investment company under ASC, Topic 946, Financial Services - Investment Companies , however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company.
+Added: The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary.
+Added: In addition, the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
+Added: As of December 31, 2020, Thompson Rivers had the following commitments, contributions and unfunded commitments from its members:
+Added: As of December 31, 2020
+Added: Member Total Commitments Contributed Capital Return of Capital (not recallable) Unfunded Commitments
Barings BDC, Inc.
+Added: $ 10,000,000 $ 10,000,000 $ — $ —
+Added: Jocassee Partners LLC 90,000,000 90,000,000 — —
+Added: Total $ 100,000,000 $ 100,000,000 $ — $ —
+Added: Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
1 unchanged sentence
Fair Value at December 31, 2020
+Added: Level 1 Level 2 Level 3 Total
Senior debt and 1 st lien notes
1 unchanged sentence
Subordinated debt and 2 nd lien notes
+Added: — 7,947,184 130,819,936 138,767,120
+Added: Structured products — 32,508,845 — 32,508,845
Equity shares — 424,090 44,227,024 44,651,114
+Added: Equity warrants — 166,416 1,133,781 1,300,197
Short-term investments 65,558,227 — — 65,558,227
Investments subject to leveling $ 65,558,227 $ 156,579,936 $ 1,231,897,852 $ 1,454,036,015
−Removed: 1,163,413,994
−Removed: Investment in joint venture(1)
+Added: Investments in joint ventures / PE fund(1) 41,759,922
$ 1,495,795,937
Fair Value at December 31, 2019
+Added: Level 1 Level 2 Level 3 Total
Senior debt and 1 st lien notes
1 unchanged sentence
Subordinated debt and 2 nd lien notes
+Added: — 3,209,004 12,011,965 15,220,969
Equity shares — — 760,716 760,716
Short-term investments 96,568,940 — — 96,568,940
+Added: Investments subject to leveling $ 96,568,940 $ 498,572,066 $ 568,272,988 $ 1,163,413,994
+Added: Investment in joint venture(1) 10,229,813
$ 1,173,643,807
−Removed: The Company's investment in Jocassee is measured at fair value using net asset value and has not been categorized in the fair value hierarchy.
−Removed: The fair value amount presented in this table is intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheet.
+Added: (1) The Company's investments in Jocassee, Thompson Rivers and the MVC PE Fund are measured at fair value using net asset value and have not been categorized in the fair value hierarchy.
+Added: The fair value amount presented in this table is intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2020 and 2019:
2 unchanged sentences
Subordinated Debt and 2 nd Lien Notes
+Added: Shares Equity Warrants Total
Fair value, beginning of period $ 555,500,307 $ 12,011,965 $ 760,716 $ — $ 568,272,988
New investments 735,177,116 4,027,048 862,277 — 740,066,441
−Removed: Transfers out of Level 3, net
+Added: Investments acquired in MVC merger 9,720,000 122,082,933 42,980,466 1,133,781 175,917,180
+Added: Transfers into (out of) Level 3, net 19,074,284 (2,677,220) — — 16,397,064
Proceeds from sales of investments (209,685,651) (444,978) (78,992) — (210,209,621)
1 unchanged sentence
Principal repayments received (37,416,476) (5,104,857) — — (42,521,333)
+Added: Payment-in-kind interest earned 249,907 41,753 — — 291,660
Accretion of loan premium/discount 17,936 1,045 — — 18,981
Accretion of deferred loan origination revenue 2,631,269 44,571 — — 2,675,840
−Removed: Realized gain
−Removed: Unrealized appreciation
+Added: Realized gain (loss) 1,544,794 (35,357) (10,019) — 1,499,418
+Added: Unrealized appreciation (depreciation) (3,369,605) 892,841 (287,424) — (2,764,188)
Fair value, end of period $ 1,055,717,111 $ 130,819,936 $ 44,227,024 $ 1,133,781 $ 1,231,897,852
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
December 31, 2019:
2 unchanged sentences
Fair value, beginning of period $ 257,987,259 $ 7,679,132 $ 515,825 $ 266,182,216
−Removed: 1,016,284,346
New investments 414,676,673 7,301,685 — 421,978,358
−Removed: Investment reclass
+Added: Transfers out of Level 3, net (20,602,230) — — (20,602,230)
Proceeds from sales of investments (39,665,684) — — (39,665,684)
−Removed: Proceeds from sales of investments to BSP
Loan origination fees received (8,427,797) (148,551) — (8,576,348)
Principal repayments received (52,423,326) (2,980,874) — (55,404,200)
−Removed: PIK interest earned
−Removed: PIK interest payments received
Accretion of loan premium/discount (18,682) 797 — (17,885)
Accretion of deferred loan origination revenue 1,506,175 74,231 — 1,580,406
−Removed: Realized gain (loss)
−Removed: Unrealized appreciation (depreciation)
+Added: Realized gain 197,877 — — 197,877
+Added: Unrealized appreciation 2,270,042 85,545 244,891 2,600,478
Fair value, end of period $ 555,500,307 $ 12,011,965 $ 760,716 $ 568,272,988
1 unchanged sentence
Pre-tax net unrealized depreciation on Level 3 investments of $4.9 million during the year ended December 31, 2020 was related to portfolio company investments that were still held by the Company as of December 31, 2020.
−Removed: Pre-tax net unrealized depreciation on investments of $4.9 million during the year ended December 31, 2018 was related to portfolio company investments that were still held by the Company as of December 31, 2018 .
+Added: Pre-tax net unrealized depreciation on Level 3 investments of $1.5 million during the year ended December 31, 2019 was related to portfolio company investments that were still held by the Company as of December 31, 2019.
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
The Company’s primary 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.
−Removed: Exclusive of short-term investments, during the year ended December 31, 2019 , the Company made investments of approximately $439.7 million in portfolio companies to which it was not previously contractually committed to provide such financing.
+Added: Exclusive of short-term investments, during the year ended December 31, 2020, the Company made investments of approximately $1,030.5 million in portfolio companies (including $185.0 million from the MVC Acquisition), to which it was not previously contractually committed to provide such financing.
During the year ended December 31, 2020, the Company made investments of $32.4 million in companies to which it was previously committed to provide such financing.
−Removed: Exclusive of short-term investments, during the year ended December 31, 2018 , the Company made investments of approximately $1.6 billion in portfolio companies to which it was not previously contractually committed to provide such financing.
+Added: Exclusive of short-term investments, during the year ended December 31, 2019, the Company made investments of approximately $439.7 million in portfolio companies to which it was not previously contractually committed to provide such financing.
During the year ended December 31, 2019, the Company made investments of $11.5 million in companies to which it was previously committed to provide such financing.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: Schedule of Investments in and Advances to Affiliates
−Removed: The following schedules present information about investments in and advances to affiliates for the year ended December 31, 2019 and year ended December 31, 2018 :
−Removed: Year Ended December 31, 2019:
−Removed: Amount of Realized Gain (Loss)
−Removed: Amount of Unrealized Gain (Loss)
−Removed: Amount of Interest or Dividends Credited to Income(2)
−Removed: December 31, 2018
−Removed: Gross Additions
−Removed: Gross Reductions (4)
−Removed: December 31, 2019
−Removed: Portfolio Company
−Removed: Type of Investment(1)
−Removed: Affiliate Investments:
−Removed: Jocassee Partners LLC
−Removed: 9.1% Member Interest
−Removed: Total Affiliate Investments
−Removed: Equity and equity-linked investments are non-income producing, unless otherwise noted.
−Removed: 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.
−Removed: Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
−Removed: Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
−Removed: Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
−Removed: Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: Year Ended December 31, 2018:
−Removed: Amount of Realized Gain (Loss)
−Removed: Amount of Unrealized Gain (Loss)
−Removed: Amount of Interest or Dividends Credited to Income(2)
−Removed: December 31, 2017
−Removed: Gross Additions
−Removed: Gross Reductions (4)
−Removed: December 31, 2018
−Removed: Portfolio Company
−Removed: Type of Investment(1)
−Removed: Control Investments:
−Removed: CRS-SPV, Inc.
−Removed: Common Stock (1,100 shares)
−Removed: Frank Entertainment Group, LLC
−Removed: Senior Note (6% Cash) (5)
−Removed: Second Lien Term Note (2.5% Cash) (5)
−Removed: Redeemable Preferred Units (2,800,000 units)
−Removed: Redeemable Class B Preferred Units (2,800,000 units)
−Removed: Class A Common Units (606,552 units)
−Removed: FrontStream Holdings, LLC
−Removed: Subordinate Note (LIBOR + 6.0% Cash) (5)(6)
−Removed: Common Stock (1,000 shares)
−Removed: Frontstreet Facility Solutions, Inc.
−Removed: Subordinated Note (13% Cash)
−Removed: Series A Convertible Preferred Stock (60,000 shares)
−Removed: Series B Convertible Preferred Stock (20,000 shares)
−Removed: Common Stock (27,890 shares)
−Removed: Investments not held at the end of the period
−Removed: Total Control Investments
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: Year Ended December 31, 2018:
−Removed: Amount of Realized Gain (Loss)
−Removed: Amount of Unrealized Gain (Loss)
−Removed: Amount of Interest or Dividends Credited to Income(2)
−Removed: December 31, 2017
−Removed: Gross Additions
−Removed: Gross Reductions (4)
−Removed: December 31, 2018
−Removed: Portfolio Company
−Removed: Type of Investment(1)
−Removed: Affiliate Investments:
−Removed: All Metals Holding, LLC
−Removed: Subordinated Note (12% Cash, 1% PIK)
−Removed: Units (318,977 units)
−Removed: Consolidated Lumber Holdings, LLC
−Removed: Class A Units (15,000 units)
−Removed: FCL Holding SPV, LLC
−Removed: Class A Interest (24,873 units)
−Removed: Class B Interest (48,427 units)
−Removed: Class B Interest (3,746 units)
−Removed: Mac Land Holdings, Inc.
−Removed: Common Stock (139 shares)
−Removed: NB Products, Inc.
−Removed: Subordinated Note (12% Cash, 2% PIK)
−Removed: Subordinated Note (10% PIK)
−Removed: Subordinated Bridge Note (20% PIK)
−Removed: Series A Redeemable Senior Preferred Stock (7,839 shares)
−Removed: Common Stock (1,668,691 shares)
−Removed: Passport Food Group, LLC
−Removed: Senior Notes (LIBOR + 9.0% Cash) (6)
−Removed: Common Stock (20,000 shares)
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: Year Ended December 31, 2018:
−Removed: Amount of Realized Gain (Loss)
−Removed: Amount of Unrealized Gain (Loss)
−Removed: Amount of Interest or Dividends Credited to Income(2)
−Removed: December 31, 2017
−Removed: Gross Additions
−Removed: Gross Reductions (4)
−Removed: December 31, 2018
−Removed: Portfolio Company
−Removed: Type of Investment(1)
−Removed: PCX Aerostructures, LLC
−Removed: Subordinated Note (6% Cash)
−Removed: Subordinated Note (6% PIK)
−Removed: Series A Preferred Stock (6,066 shares)
−Removed: Series B Preferred Stock (1,411 shares)
−Removed: Class A Common Stock (121,922 shares)
−Removed: Team Waste, LLC
−Removed: Subordinated Note (10% Cash, 2% PIK)
−Removed: Preferred Units (500,000 units)
−Removed: Technology Crops, LLC
−Removed: Senior Notes (12% Cash) (5)
−Removed: Common Units (50 units)
−Removed: TGaS Advisors, LLC
−Removed: Senior Note (10% Cash, 1% PIK)
−Removed: Preferred Units (1,685,357 units)
−Removed: Tulcan Fund IV, L.P.
−Removed: Common Units (1,000,000 units)
−Removed: United Retirement Plan Consultants, Inc.
−Removed: Series A Preferred Shares (9,400 shares)
−Removed: Common Shares (100,000 shares)
−Removed: Wythe Will Tzetzo, LLC
−Removed: Series A Preferred Units (99,829 units)
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: Year Ended December 31, 2018:
−Removed: Amount of Realized Gain (Loss)
−Removed: Amount of Unrealized Gain (Loss)
−Removed: Amount of Interest or Dividends Credited to Income(2)
−Removed: December 31, 2017
−Removed: Gross Additions
−Removed: Gross Reductions (4)
−Removed: December 31, 2018
−Removed: Portfolio Company
−Removed: Type of Investment(1)
−Removed: Investments not held at the end of the period
−Removed: Deferred taxes
−Removed: Total Affiliate Investments
−Removed: All debt investments are income producing, unless otherwise noted.
−Removed: Equity and equity-linked investments are non-income producing, unless otherwise noted.
−Removed: The fair values of all investments were determined using significant unobservable inputs.
−Removed: Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in Control or Affiliate categories, respectively.
−Removed: Amounts include accrued PIK interest if the description of the security includes disclosure of a PIK interest rate.
−Removed: Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest.
−Removed: Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
−Removed: Gross reductions include decreases in the total cost basis of investments resulting from principal or PIK repayments or sales.
−Removed: Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
−Removed: Non-accrual investment.
−Removed: Index-based floating interest rate is subject to contractual minimum interest rate.
−Removed: A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option.
−Removed: The borrower may also elect to have multiple interest reset periods for each loan.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
The Company had the following borrowings outstanding as of December 31, 2020 and 2019:
−Removed: Issuance/Pooling Date
−Removed: Maturity Date
−Removed: Interest Rate as of December 31, 2019
+Added: Issuance Date Maturity Date Interest Rate as of December 31, 2020 December 31,
+Added: 2020 December 31,
Credit Facilities:
−Removed: August 3, 2018 - Class A
−Removed: August 3, 2018 - Class A-1
−Removed: August 3, 2020
−Removed: February 21, 2019
−Removed: February 21, 2024
+Added: August 3, 2018 - Class A-1 NA NA $ — $ 107,200,000
+Added: February 21, 2019 February 21, 2024 2.141% 719,660,707 245,288,419
Total Credit Facilities $ 719,660,707 $ 352,488,419
Debt Securitization:
−Removed: May 9, 2019 - Class A-1 2019 Notes
−Removed: April 15, 2027
−Removed: May 9, 2019 - Class A-2 2019 Notes
−Removed: April 15, 2027
+Added: May 9, 2019 - Class A-1 2019 Notes NA NA $ — $ 266,710,176
+Added: May 9, 2019 - Class A-2 2019 Notes NA NA — 51,500,000
Deferred financing fees — (1,545,702)
Total Debt Securitization $ — $ 316,664,474
+Added: September 24, 2020 - August 2025 Notes August 4, 2025 4.660% $ 25,000,000 $ —
+Added: September 29, 2020 - August 2025 Notes August 4, 2025 4.660% 25,000,000 —
+Added: November 5, 2020 - Series B Notes November 4, 2025 4.250% 62,500,000 —
+Added: November 5, 2020 - Series C Notes November 4, 2027 4.750% 112,500,000 —
+Added: Deferred financing fees (664,334) —
+Added: Total Notes $ 224,335,666 $ —
August 2018 Credit Facility
−Removed: On July 3, 2018, the Company formed Barings BDC Senior Funding I, LLC, an indirectly wholly-owned Delaware limited liability company (“BSF”), the primary purpose of which is to function as the Company's special purpose, bankruptcy-remote, financing subsidiary.
−Removed: On August 3, 2018, BSF entered into the August 2018 Credit Facility (as subsequently amended in December 2018) with Bank of America, N.A., as administrative agent (the "Administrative Agent") and Class A-1 Lender, Société Générale, as Class A Lender, and Bank of America Merrill Lynch, as sole lead arranger and sole book manager.
−Removed: BSF and the Administrative Agent also entered into a security agreement dated as of August 3, 2018 (the "Security Agreement") pursuant to which BSF’s obligations under the August 2018 Credit Facility are secured by a first-priority security interest in substantially all of the assets of BSF, including its portfolio of investments (the "Pledged Property").
−Removed: In connection with the first-priority security interest established under the Security Agreement, all of the Pledged Property is held in the custody of State Street Bank and Trust Company, as collateral administrator (the "Collateral Administrator").
−Removed: The Collateral Administrator maintains and performs certain collateral administration services with respect to the Pledged Property pursuant to a collateral administration agreement among BSF, the Administrative Agent and the Collateral Administrator.
−Removed: Generally, the Collateral Administrator is authorized to make distributions and payments from Pledged Property based only on the written instructions of the Administrative Agent.
+Added: On July 3, 2018, the Company formed Barings BDC Senior Funding I, LLC, an indirectly wholly-owned Delaware limited liability company (“BSF”), the primary purpose of which was to function as the Company's special purpose, bankruptcy-remote, financing subsidiary.
+Added: On August 3, 2018, BSF entered into the August 2018 Credit Facility (as subsequently amended in December 2018 and in February 2020) with Bank of America, N.A., as administrative agent and Class A-1 Lender, Société Générale, as Class A Lender, and Bank of America Merrill Lynch, as sole lead arranger and sole book manager.
+Added: BSF and the administrative agent also entered into a security agreement dated as of August 3, 2018 (the "Security Agreement") pursuant to which BSF’s obligations under the August 2018 Credit Facility were secured by a first-priority security interest in substantially all of the assets of BSF, including its portfolio of investments (the "Pledged Property").
+Added: In connection with the first-priority security interest established under the Security Agreement, all of the Pledged Property was held in the custody of State Street Bank and Trust Company, as collateral administrator.
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
The August 2018 Credit Facility initially provided for borrowings in an aggregate amount up to $750.0 million, including up to $250.0 million borrowed under the Class A Loan Commitments and up to $500.0 million borrowed under the Class A-1 Loan Commitments.
4 unchanged sentences
Effective October 29, 2019, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $177.0 million to $150.0 million.
−Removed: In connection with these reductions, the pro rata portion of the unamortized deferred financing costs related to the
+Added: Effective January 21, 2020, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $150.0 million to $80.0 million.
+Added: Effective April 23, 2020, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $80.0 million to $30.0 million.
+Added: Finally, effective June 26, 2020, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $30.0 million to zero.
+Added: In connection with these reductions, the pro rata portion of the unamortized deferred financing costs related to the August 2018 Credit Facility was written off and recognized as a loss on extinguishment of debt in the Company's Consolidated Statements of Operations.
+Added: On February 21, 2020, the Company extended the maturity date of the August 2018 Credit Facility from August 3, 2020 to August 3, 2021.
+Added: On June 30, 2020, following the repayment of all borrowings, interest, and fees payable thereunder and at the election of the Company, the August 2018 Credit Facility was terminated, including all commitments and obligations of Bank of America, N.A.
+Added: to lend or make advances to BSF.
+Added: In addition, the Security Agreement was terminated and all security interests in the assets of BSF in favor of the lenders were terminated.
+Added: As a result of these terminations, all obligations of BSF under the August 2018 Credit Facility and Security Agreement were fully discharged.
+Added: All borrowings under the August 2018 Credit Facility bore interest, subject to BSF’s election, on a per annum basis equal to (i) the applicable base rate plus the applicable spread or (ii) the applicable LIBOR rate plus the applicable spread.
+Added: The applicable base rate was equal to the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate or (iii) one-month LIBOR plus 1.0%.
+Added: The applicable LIBOR rate depended on the term of the borrowing under the August 2018 Credit Facility, which could be either one month or three months, and could not be less than zero.
+Added: BSF was required to pay commitment fees on the unused portion of the August 2018 Credit Facility.
+Added: BSF could prepay any borrowing at any time without premium or penalty, except that BSF could have been liable for certain funding breakage fees if prepayments occurred prior to expiration of the relevant interest period.
+Added: BSF could also permanently reduce all or a portion of the commitment amount under the August 2018 Credit Facility without penalty.
+Added: Borrowings under the August 2018 Credit Facility were subject to compliance with a borrowing base, pursuant to which the amount of funds advanced by the lenders to BSF would vary depending upon the types of assets in BSF’s portfolio.
+Added: Assets were required to meet certain criteria to be included in the borrowing base, and the borrowing base was subject to certain portfolio restrictions including investment size, sector concentrations, investment type and credit ratings.
+Added: Borrowings of BSF were considered borrowings by the Company for purposes of complying with the asset coverage requirements under the 1940 Act applicable to business development companies.
+Added: The obligations of BSF under the August 2018 Credit Facility were non-recourse to the Company.
+Added: As of December 31, 2019, BSF had borrowings of $107.2 million, outstanding under the August 2018 Credit Facility with an interest rate of 2.940%.
+Added: As of December 31, 2019, the total fair value of the borrowings outstanding under the August 2018 Credit Facility was $107.2 million.
+Added: The fair values of the borrowings outstanding under the August 2018 Credit Facility were based on a market yield approach and current interest rates, which were Level 3 inputs to the market yield model.
+Added: The August 2018 Credit Facility was terminated at the Company’s election on June 30, 2020.
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: August 2018 Credit Facility was written off and recognized as a loss on extinguishment of debt in the Company's Consolidated Statements of Operations.
−Removed: All borrowings under the August 2018 Credit Facility bear interest, subject to BSF’s election, on a per annum basis equal to (i) the applicable base rate plus the applicable spread or (ii) the applicable LIBOR rate plus the applicable spread.
−Removed: The applicable base rate is equal to the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate or (iii) one-month LIBOR plus 1.0%.
−Removed: The applicable LIBOR rate depends on the term of the borrowing under the August 2018 Credit Facility, which can be either one month or three months.
−Removed: BSF is required to pay commitment fees on the unused portion of the August 2018 Credit Facility.
−Removed: BSF may prepay any borrowing at any time without premium or penalty, except that BSF may be liable for certain funding breakage fees if prepayments occur prior to expiration of the relevant interest period.
−Removed: BSF may also permanently reduce all or a portion of the commitment amount under the August 2018 Credit Facility without penalty.
−Removed: Any amounts borrowed under the Class A-1 Loan Commitments will mature, and all accrued and unpaid interest thereunder will be due and payable, on August 3, 2020, or upon earlier termination of the August 2018 Credit Facility.
−Removed: Borrowings under the August 2018 Credit Facility are subject to compliance with a borrowing base, pursuant to which the amount of funds advanced by the lenders to BSF will vary depending upon the types of assets in BSF’s portfolio.
−Removed: Assets must meet certain criteria to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations, investment type and credit ratings.
−Removed: Under the August 2018 Credit Facility, BSF has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for credit facilities of this nature.
−Removed: In addition to other customary events of default included in financing transactions, the August 2018 Credit Facility contains the following events of default:
−Removed: (a) the failure to make principal payments when due or interest payments within two business days of when due;
−Removed: (b) borrowings under the credit facility exceeding the applicable advance rates;
−Removed: (c) the purchase by BSF of certain ineligible assets;
−Removed: (d) the insolvency or bankruptcy of BSF;
−Removed: and (e) the decline of BSF’s NAV below a specified threshold.
−Removed: During the continuation of an event of default, BSF must pay interest at a default rate.
−Removed: As of December 31, 2019 , BSF was in compliance with all covenants under the August 2018 Credit Facility.
−Removed: Borrowings of BSF are considered borrowings by Barings BDC, Inc.
−Removed: for purposes of complying with the asset coverage requirements under the 1940 Act applicable to business development companies.
−Removed: The obligations of BSF under the August 2018 Credit Facility are non-recourse to Barings BDC, Inc.
−Removed: As of December 31, 2019 and December 31, 2018 , BSF had borrowings of $107.2 million and $570.0 million , respectively, outstanding under the August 2018 Credit Facility.
−Removed: As of December 31, 2019 and December 31, 2018 , the total fair value of the borrowings outstanding under the August 2018 Credit Facility was $107.2 million and $570.0 million , respectively.
−Removed: The fair values of the borrowings outstanding under the August 2018 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February 2019 Credit Facility
On February 21, 2019, the Company entered into the February 2019 Credit Facility (as subsequently amended in December 2019) with ING Capital LLC ("ING"), as administrative agent, and the lenders party thereto.
−Removed: The initial commitments under the February 2019 Credit Facility totaled $800.0 million.
+Added: The initial commitments under the February 2019 Credit Facility total $800.0 million.
The February 2019 Credit Facility has an accordion feature that allows for an increase in the total commitments of up to $400.0 million, subject to certain conditions and the satisfaction of specified financial covenants.
−Removed: Additionally, the Company can borrow foreign currencies directly under the February 2019 Credit Facility.
+Added: The Company can borrow foreign currencies directly under the February 2019 Credit Facility.
The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of the Company's assets and guaranteed by certain subsidiaries of the Company.
+Added: Following the termination of the August 2018 Credit Facility on June 30, 2020, BSF became a subsidiary guarantor and its assets will secure the February 2019 Credit Facility.
The revolving period of the February 2019 Credit Facility ends on February 21, 2023, followed by a one-year repayment period with a final maturity date of February 21, 2024.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: Borrowings under the February 2019 Credit Facility bear interest, subject to the Company's election, on a per annum basis equal to (i) the applicable base rate plus 1.25% (or, after one year, 1.00% if the Company receives an investment grade credit rating), (ii) the applicable LIBOR rate plus 2.25% (or, after one year, 2.00% if the Company receives an investment grade credit rating), (iii) for borrowings denominated in certain foreign currencies other than Australian dollars, the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.25% (or, after one year, 2.00% if the Company receives an investment grade credit rating) or (iv) for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.45% (or, after one year, 2.20% if the Company receives an investment grade credit rating).
+Added: Borrowings under the February 2019 Credit Facility bear interest, subject to the Company's election, on a per annum basis equal to (i) the applicable base rate plus 1.00% (or 1.25% if the Company no longer maintains an investment grade credit rating), (ii) the applicable LIBOR rate plus 2.00% (or 2.25% if the Company no longer maintains an investment grade credit rating), (iii) for borrowings denominated in certain foreign currencies other than Australian dollars, the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if the Company no longer maintains an investment grade credit rating) or (iv) for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if the Company no longer maintains an investment grade credit rating).
The applicable 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) the adjusted three-month applicable currency rate plus 1.0% and (v) 1.0%.
−Removed: The applicable currency rate depends on the currency and term of the draw under the February 2019 Credit Facility.
−Removed: In addition, the Company pays a commitment fee of (i) for the period beginning on the closing date of the February 2019 Credit Facility to and including the date that is six months after the closing date of the February 2019 Credit Facility, 0.375% per annum on undrawn amounts, and (ii) for the period beginning on the date that is six months after the closing date of the February 2019 Credit Facility, (x) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (y) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments.
+Added: The applicable LIBOR and currency rates depend on the currency and term of the draw under the February 2019 Credit Facility, and cannot be less than zero.
+Added: In addition, the Company (i) paid a commitment fee of 0.375% per annum on undrawn amounts for the period beginning on the closing date of the February 2019 Credit Facility to and including the date that was six months after the closing date of the February 2019 Credit Facility, and (ii) thereafter pays a commitment fee of (x) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (y) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments.
In connection with entering into the February 2019 Credit Facility, the Company incurred financing fees of approximately $6.4 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
−Removed: The February 2019 Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum shareholders' equity, (ii) maintaining minimum obligors' net worth, (iii) maintaining a minimum asset coverage ratio, (iv) meeting a minimum liquidity test and (v) maintaining the Company's status as a regulated investment company and as a business development company.
+Added: The February 2019 Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders' equity, (ii) maintaining minimum obligors' net worth, (iii) maintaining a minimum asset coverage ratio, (iv) meeting a minimum liquidity test and (v) maintaining the Company's status as a regulated investment company and as a business development company.
The February 2019 Credit Facility also contains customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect.
3 unchanged sentences
As of December 31, 2020, the Company had U.S.
−Removed: dollar borrowings of $195.0 million outstanding under the February 2019 Credit Facility with a weighted average interest rate of 4.054% , borrowings denominated in Swedish kronas of 12.8kr million ( $1.4 million ) with an interest rate of 2.25% , borrowings denominated in British pounds sterling of £4.7 million ( $6.3 million ) with an interest rate of 3.0% , and borrowings denominated in Euros of €38.0 million ( $42.7 million ) with an interest rate of 2.25% .
+Added: dollar borrowings of $472.0 million outstanding under the February 2019 Credit Facility with a weighted average interest rate of 2.188% (weighted average one month LIBOR of 0.188%), borrowings denominated in Swedish kronas of 12.8kr million ($1.6 million U.S.
+Added: dollars) with an interest rate of 2.000% (one month STIBOR of 0.000%), borrowings denominated in British pounds sterling of £69.3 million ($94.8 million U.S.
+Added: dollars) with a weighted average interest rate of 2.063% (weighted average one month GBP LIBOR of 0.063%), borrowings denominated in Australian dollars of A$36.6 million ($28.2 million U.S.
+Added: dollars) with a weighted average interest rate of 2.250% (weighted average one month AUD Screen Rate of 0.050%) and borrowings denominated in Euros of €100.6 million ($123.1 million U.S.
+Added: dollars) with a weighted average
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: interest rate of 2.00% (weighted average one month EURIBOR of 0.000%).
The borrowings denominated in foreign currencies were translated into U.S.
dollars based on the spot rate at the relevant balance sheet date.
−Removed: The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in "unrealized appreciation (depreciation) - foreign currency transactions" in the Company's Consolidated Statements of Operations.
−Removed: As of December 31, 2019 , the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $245.3 million .
+Added: The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in "Net unrealized appreciation (depreciation) - foreign currency transactions" in the Company's Consolidated Statements of Operations.
+Added: As of December 31, 2019, the Company had U.S.
+Added: dollar borrowings of $195.0 million outstanding under the February 2019 Credit Facility with a weighted average interest rate of 4.054%, borrowings denominated in Swedish kronas of 12.8kr million ($1.4 million U.S.
+Added: dollars) with an interest rate of 2.25%, borrowings denominated in British pounds sterling of £4.7 million ($6.3 million U.S.
+Added: dollars) with an interest rate of 3.0%, and borrowings denominated in Euros of €38.0 million ($42.7 million U.S.
+Added: dollars) with an interest rate of 2.25%.
+Added: The borrowings denominated in foreign currencies were translated into U.S.
+Added: dollars based on the spot rate at the relevant balance sheet date.
+Added: The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in "Net unrealized appreciation (depreciation) - foreign currency transactions" in the Company's Consolidated Statements of Operations.
+Added: As of December 31, 2020 and December 31, 2019, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $719.7 million and $245.3 million, respectively.
The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
Debt Securitization
−Removed: On May 9, 2019, the Company completed a $449.3 million term debt securitization.
+Added: On May 9, 2019, the Company completed a $449.3 million term debt securitization (the "Debt Securitization").
Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement.
The notes offered in the Debt Securitization (collectively, the “2019 Notes”) were issued by Barings BDC Static CLO Ltd.
−Removed: 2019-I (“BBDC Static CLO Ltd.”) and Barings BDC Static CLO 2019-I, LLC, wholly-owned and consolidated subsidiaries of the Company (collectively, the “Issuers”), and are secured by a diversified portfolio of senior secured loans and participation interests therein.
−Removed: The Debt Securitization was executed through a private placement of approximately $296.8 million of AAA(sf) Class A-1 Senior Secured Floating Rate 2019 Notes (“Class A-1 2019 Notes”), which bear interest at the three-month LIBOR plus 1.02%;
−Removed: $51.5 million of AA(sf) Class A-2 Senior Secured Floating Rate 2019 Notes (“Class A-2 2019 Notes”), which bear interest at the three-month LIBOR plus 1.65%;
−Removed: and $101.0 million of Subordinated 2019 Notes which do not bear interest and are not rated.
+Added: 2019-I (“BBDC Static CLO Ltd.”) and Barings BDC Static CLO 2019-I, LLC, wholly-owned and consolidated subsidiaries of the Company (collectively, the “Issuers”), and were secured by a diversified portfolio of senior secured loans and participation interests therein.
+Added: The Debt Securitization was executed through a private placement of approximately $296.8 million of AAA(sf) Class A-1 Senior Secured Floating Rate 2019 Notes (the “Class A-1 2019 Notes”), which bore interest at the three-month LIBOR plus 1.02%;
+Added: $51.5 million of AA(sf) Class A-2 Senior Secured Floating Rate 2019 Notes (the “Class A-2 2019 Notes”), which bore interest at the three-month LIBOR plus 1.65%;
+Added: and $101.0 million of Subordinated 2019 Notes which did not bear interest and were not rated.
The Company retained all of the Subordinated 2019 Notes issued in the Debt Securitization in exchange for the Company’s sale and contribution to BBDC Static CLO Ltd.
of the initial closing date portfolio, which included senior secured loans and participation interests therein distributed to the Company by BSF.
−Removed: The 2019 Notes are scheduled to mature on April 15, 2027;
−Removed: however, the 2019 Notes may be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated 2019 Notes, on any business day after May 9, 2020.
+Added: The 2019 Notes were scheduled to mature on April 15, 2027;
+Added: however, the 2019 Notes could be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated 2019 Notes, on any business day after May 9, 2020.
In connection with the sale and contribution, the Company made customary representations, warranties and covenants to the Issuers.
−Removed: The Class A-1 2019 Notes and Class A-2 2019 Notes are the secured obligations of the Issuers, the Subordinated 2019 Notes are the unsecured obligations of BBDC Static CLO Ltd., and the indenture governing the 2019 Notes includes customary covenants and events of default.
−Removed: The 2019 Notes have not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
−Removed: The Company serves as collateral manager to BBDC Static CLO Ltd.
−Removed: under a collateral management agreement and has agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
−Removed: The Class A-1 2019 Notes and the Class A-2 2019 Notes issued in connection with the Debt Securitization have floating rate interest provisions based on the three-month LIBOR that reset quarterly, except that LIBOR for the first interest accrual period was calculated by reference to an interpolation between the rate for deposits with a term equal to the next shorter period of time for which rates were available and the rate appearing for deposits with a term equal to the next longer period of time for which rates were available.
+Added: The Class A-1 2019 Notes and Class A-2 2019 Notes were the secured obligations of the Issuers, the Subordinated 2019 Notes were the unsecured obligations of BBDC Static CLO Ltd., and the indenture governing the 2019 Notes included customary covenants and events of default.
+Added: The 2019 Notes were not registered under the Securities Act or any state securities or “blue sky” laws and could not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
+Added: The Company served as collateral manager to BBDC Static CLO Ltd.
+Added: under a collateral management agreement and agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
+Added: The Class A-1 2019 Notes and the Class A-2 2019 Notes issued in connection with the Debt Securitization had floating rate interest provisions based on the three-month LIBOR that reset quarterly, except that LIBOR for the first interest accrual period was calculated by reference to an interpolation between the rate for deposits with a term equal
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: to the next shorter period of time for which rates were available and the rate appearing for deposits with a term equal to the next longer period of time for which rates were available.
During the year ended December 31, 2019, $30.0 million of the Class A-1 2019 Notes were repaid.
−Removed: As of December 31, 2019 , the Company had borrowings of $266.7 million outstanding under the Class A-1 2019 Notes with an interest rate of 3.021% and borrowings of $51.5 million outstanding under the Class A-2 2019 Notes with an interest rate of 3.651% .
+Added: During the year ended December 31, 2020, the remaining 2019 Notes were repaid in full, with the final repayment on October 15, 2020 .
+Added: In connection with these repayments, the pro rata portion of the unamortized deferred financing costs related to the 2019 Notes was written off and recognized as a loss on extinguishment of debt in the Company's Consolidated Statements of Operations.
As of December 31, 2019, the total fair value of the Class A-1 2019 Notes and the Class A-2 2019 Notes was $266.8 million and $51.5 million, respectively.
The fair value determinations of the Company’s 2019 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
+Added: August 2025 Notes
+Added: On August 3, 2020, the Company entered into a Note Purchase Agreement (the "August 2020 NPA") with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the "Series A Notes due 2025") with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the "Additional Notes" and, collectively with the Series A Notes due 2025, the "August 2025 Notes"), in each case, to qualified institutional investors in a private placement.
+Added: 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 the Company in accordance with their terms.
+Added: Interest on the August 2025 Notes will be due semiannually in March and September, beginning in March 2021.
+Added: In addition, the Company is obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur.
+Added: Subject to the terms of the August 2020 NPA, the Company may redeem the August 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium.
+Added: The August 2025 Notes are guaranteed by certain of the Company's subsidiaries, and are the Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
+Added: On November 4, 2020, the Company amended the August 2020 NPA to reduce the aggregate principal amount of unissued Additional Notes from $50.0 million to $25.0 million.
+Added: The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio.
+Added: 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.
+Added: 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.
+Added: As of December 31, 2020, the Company was in compliance with all covenants under the August 2020 NPA.
+Added: The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act.
+Added: 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.
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: The Company has elected for federal income tax purposes to be treated as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein.
+Added: As of December 31, 2020, the fair value of the outstanding August 2025 Notes was $50.0 million.
+Added: 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.
+Added: November Notes
+Added: On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement.
+Added: Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end.
+Added: The November Notes were delivered and paid for on November 5, 2020.
+Added: The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms.
+Added: Interest on the November Notes will be due semiannually in May and November, beginning in May 2021.
+Added: In addition, the Company is obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur.
+Added: Subject to the terms of the November 2020 NPA, the Company may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium .
+Added: The November Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
+Added: The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio.
+Added: 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.
+Added: 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.
+Added: As of December 31, 2020, the Company was in compliance with all covenants under the November 2020 NPA.
+Added: The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act.
+Added: 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.
+Added: As of December 31, 2020, the fair value of the outstanding Series B Notes and the Series C Notes was $62.5 million and $112.5 million, respectively.
+Added: 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.
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein.
In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements.
If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains.
−Removed: The Company met its minimum distribution requirements for 2019 , 2018 and 2017 and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
−Removed: The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year.
−Removed: Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year and pay a 4% U.S.
−Removed: federal excise tax on such excess.
−Removed: Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
−Removed: ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses.
−Removed: The Company may be required to recognize ICTI in certain circumstances in which it does not receive cash.
−Removed: For example, if the Company holds debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments issued with warrants), the Company must include in ICTI each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by the Company in the same taxable year.
−Removed: The Company may also have to include in ICTI other amounts that it has 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.
−Removed: Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI.
−Removed: Because any original issue discount or other amounts accrued will be included in the Company’s ICTI for the year of accrual, the Company may be required to make a distribution to its stockholders in order to satisfy the minimum distribution requirements, even though the Company will not have received and may not ever receive any corresponding cash amount.
−Removed: ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
−Removed: Permanent differences between ICTI and net investment income for financial reporting purposes are reclassified among capital accounts in the consolidated financial statements to reflect their tax character.
−Removed: Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.
−Removed: During the years ended December 31, 2019 , 2018 and 2017 , the Company reclassified for book purposes amounts arising from permanent book/tax differences primarily related to differences in the tax basis and book basis of investments sold and non-deductible taxes paid during the year as follows:
+Added: The Company met its source of income, asset diversification and minimum distribution requirements for 2020, 2019 and 2018 and continually monitors these requirements with the goal of ensuring compliance with the Code.
+Added: Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S.
+Added: federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which the Company paid no U.S.
+Added: federal income tax.
+Added: Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to US federal income tax.
+Added: Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.
+Added: The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items.
+Added: To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
+Added: During the years ended December 31, 2020, 2019 and 2018, the Company reclassified for book purposes amounts arising from permanent book/tax differences primarily related to differences in the tax basis and book basis of investments sold, merger adjustments and non-deductible excise taxes paid during the year as follows:
+Added: 2020 2019 2018
Additional paid-in capital $ 3,878,798 $ (7,773,706) $ 5,085,295
3 unchanged sentences
Management has analyzed the Company's tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2017-2019), and has concluded that the provision for uncertain tax positions in the Company's financial statements is appropriate.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
−Removed: In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Consolidated Schedules of Investments.
−Removed: The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiary.
−Removed: The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as LLCs (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income.
−Removed: Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC.
−Removed: To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes.
−Removed: When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages.
−Removed: The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense as a result of their ownership of the portfolio companies.
−Removed: This income tax expense is reflected in the Company’s Consolidated Statements of Operations.
−Removed: Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary) is reflected net of applicable federal and state income taxes in the Company's Consolidated Statements of Operations, with the related deferred tax liabilities included in "Accounts payable and accrued liabilities" in the Company's Consolidated Balance Sheets.
−Removed: In December 2017, the United States enacted tax reform legislation through the bill commonly known as the Tax Cuts and Jobs Act (the "Tax Act"), which significantly changed the existing U.S.
−Removed: tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes.
−Removed: The Taxable Subsidiary's provisional tax is based on the new lower blended federal and state corporate tax rate of 26%.
−Removed: The implementation of the Tax Act did not have a material impact on the Company's financial position and results of operations.
For income tax purposes, distributions paid to stockholders are reported as ordinary income, long-term capital gains, return of capital or a combination thereof.
1 unchanged sentence
Year Ended December 31,
+Added: 2020 2019 2018
Ordinary income $ 31,325,222 $ 26,927,706 $ 19,960,181
1 unchanged sentence
Distributions on a tax basis $ 31,325,222 $ 26,927,706 $ 20,810,926
−Removed: The Company may retain some or all of its realized net long-term capital gains in excess of realized net short-term capital losses and may designate the retained net capital gain as a “deemed distribution.” In that case, among other consequences, the Company will pay tax on the retained amount, each U.S.
−Removed: stockholder will be required to include his, her or its share of the deemed distribution in income as if it had been actually distributed to the U.S.
−Removed: stockholder, and the U.S.
−Removed: stockholder will be entitled to claim a credit equal to his, her or its allocable share of the tax paid thereon by us.
−Removed: For the years ended December 31, 2019 , 2018 and 2017 , the Company did not elect to designate retained net capital gains as deemed distributions.
Barings BDC, Inc.
1 unchanged sentence
At December 31, 2020, 2019 and 2018, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Balance Sheets by temporary and other book/tax differences, primarily relating to depreciation expense, stock-based compensation, accruals of defaulted debt investment interest and the tax treatment of certain partnership investments, as follows:
+Added: 2020 2019 2018
Undistributed net investment income $ 1,712,779 $ 2,537,913 $ —
1 unchanged sentence
Other permanent differences relating to the Company's formation
+Added: 1,975,543 1,975,543 1,975,543
Other temporary differences (4) (4) (12,896)
1 unchanged sentence
Components of distributable earnings at year end $ (309,967,839) $ (282,940,612) $ (321,978,246)
+Added: Tax information for the fiscal year ended December 31, 2020 is estimated and is not considered final until the Company files its tax return.
Under current law, the Company may carry forward net capital losses indefinitely to use to offset capital gains realized in future years.
−Removed: Capital losses realized under current law will carry forward retaining their classification as long-term or short-term losses.
−Removed: As of December 31, 2019 , the Company had $1.8 million of short-term capital losses and $265.6 million of long-term capital losses, none of which will expire.
+Added: As of December 31, 2019, the Company had a capital loss carryforward of $267.4 million.
+Added: In addition, MVC had a capital loss carryforward of $3.8 million as of the merger date.
+Added: As of December 31, 2020, the Company estimates that it will have a capital loss carryforward of approximately $312.3 million ($6.4 million of short-term capital losses and $305.9 million of long-term capital losses) none of which will expire.
+Added: Because of the loss limitation rules of the Code, some of the tax basis losses may be limited in their use.
+Added: The unused balance will be carried forward and utilized as gains are realized, subject to such limitations.
For federal income tax purposes, the cost of investments owned as of December 31, 2020 and December 31, 2019 was approximately $1,486.0 million and $1,192.7 million, respectively.
As of December 31, 2020, net unrealized depreciation on the Company's investments (tax basis) was approximately $1.3 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $23.4 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $24.7 million.
−Removed: The cost of investments owned (tax basis) listed above does not include the RIC's basis in the Taxable Subsidiary.
−Removed: As of December 31, 2019 and December 31, 2018 , the cost (tax basis) of the RIC's investment in the Taxable Subsidiary was approximately $18.0 million and $20.6 million, respectively.
As of December 31, 2019, net unrealized depreciation on the Company's investments (tax basis) was approximately $20.1 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $2.5 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $22.6 million.
+Added: I n addition, the Company has wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), which hold certain portfolio investments that are listed on the Consolidated Schedules of Investments.
+Added: The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiaries.
+Added: The purpose of the Taxable Subsidiaries is to permit the Company to hold certain portfolio companies that are organized as LLCs (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income.
+Added: Absent the Taxable Subsidiaries, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC.
+Added: To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes.
+Added: When LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, their income is taxed to the Taxable Subsidiaries and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages.
+Added: The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expense as a result of their ownership of the portfolio companies.
+Added: This income tax expense is reflected in the Company’s Consolidated Statements of Operations.
+Added: Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiaries (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiaries) is reflected net of applicable federal
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
+Added: and state income taxes in the Company's Consolidated Statements of Operations, with the related deferred tax liabilities included in "Accounts payable and accrued liabilities" in the Company's Consolidated Balance Sheets.
+Added: As of December 31, 2020, the Company had a deferred tax asset of $8.6 million pertaining to operating losses, related to its investments.
+Added: Given the losses generated by the entity, the deferred tax asset has been offset by a valuation allowance of $8.6 million.
+Added: As of December 31, 2019, the Company had a deferred tax asset of $2.2 million pertaining to operating losses, related to its investments.
+Added: Given the losses generated by the entity, the deferred tax asset has been offset by a valuation allowance of $2.2 million.
+Added: As of December 31, 2018, the Company had a deferred tax asset of $4.9 million pertaining to operating losses, related to its investments.
+Added: Given the losses generated by the entity, the deferred tax asset has been offset by a valuation allowance of $4.9 million
Derivative Instruments
+Added: Credit Support Agreement
+Added: In connection with the MVC Acquisition, on December 23, 2020, promptly following the closing of the Merger, the Company and the Adviser entered into the Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period.
+Added: For the year ended December 31, 2020, there was no unrealized appreciation (depreciation) associated with the Credit Support Agreement.
+Added: See “Note 2 - Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreement.
+Added: Description Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
+Added: Credit Support Agreement Barings LLC 01/01/31 $ 23,000,000 $ 13,600,000 $ —
+Added: Total Credit Support Agreement, December 31, 2020 $ —
+Added: As of December 31, 2020, the fair value of the Credit Support Agreement was $13.6 million and is included in "Credit support agreement" in the accompanying Consolidated Balance Sheets.
+Added: The fair value of the Credit Support Agreement was determined based on an income approach, with the primary inputs being the enterprise value, the continuously annual risk-free interest rate, a measure of expected asset volatility, and the expected time until an exit event for each portfolio company in the Referenced Portfolio, which are all Level 3 inputs.
+Added: Foreign Currency Forward Contracts
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company's investments and related borrowings denominated in foreign currencies.
1 unchanged sentence
Forward currency contracts are considered undesignated derivative instruments.
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
The following table presents the Company's foreign currency forward contracts as of December 31, 2020:
−Removed: Notional Amount to be Purchased
−Removed: Notional Amount to be Sold
−Removed: Maturity Date
−Removed: Gross Amount of Recognized Assets
−Removed: Balance Sheet Location of Net Amounts
−Removed: Foreign currency forward contract (EUR)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (EUR)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (EUR)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (GBP)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (GBP)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (GBP)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (GBP)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (GBP)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (GBP)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (GBP)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (SEK)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (SEK)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (SEK)
−Removed: Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (SEK)
−Removed: Accounts payable and accrued liabilities
+Added: Description Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets (Liabilities) Balance Sheet Location of Net Amounts
+Added: Foreign currency forward contract (AUD) $8,471,304 A$11,378,670 01/05/21 $ (309,049) Derivative liability
+Added: Foreign currency forward contract (AUD) A$11,378,670 $8,610,504 01/05/21 169,849 Prepaid expenses and other assets
+Added: Foreign currency forward contract (AUD) $148,019 A$193,882 04/06/21 (1,698) Derivative liability
+Added: Foreign currency forward contract (EUR) $13,472,749 €11,406,604 01/05/21 (483,801) Derivative liability
+Added: Foreign currency forward contract (EUR) €11,406,604 $13,518,023 01/05/21 438,526 Prepaid expenses and other assets
+Added: Foreign currency forward contract (EUR) $561,754 €456,604 04/06/21 1,944 Derivative liability
+Added: Foreign currency forward contract (GBP) $13,554,607 £10,215,299 01/05/21 (409,190) Derivative liability
+Added: Foreign currency forward contract (GBP) £10,215,299 $13,717,678 01/05/21 246,118 Prepaid expenses and other assets
+Added: Foreign currency forward contract (GBP) $13,109,849 £9,672,758 04/06/21 (119,769) Derivative liability
+Added: Foreign currency forward contract (SEK) $141,603 1,259,406kr 01/05/21 (11,748) Derivative liability
+Added: Foreign currency forward contract (SEK) 1,259,406kr $152,396 01/05/21 955 Prepaid expenses and other assets
+Added: Foreign currency forward contract (SEK) $164,325 1,356,628kr 04/06/21 (1,028) Derivative liability
+Added: Total $ (478,891)
+Added: The following table presents the Company's foreign currency forward contracts as of December 31, 2019:
+Added: Description Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets (Liabilities) Balance Sheet Location of Net Amounts
+Added: Foreign currency forward contract (EUR) $158,244 €142,781 01/02/20 $ (2,028) Derivative liability
+Added: Foreign currency forward contract (EUR) €142,781 $158,547 01/02/20 1,724 Derivative liability
+Added: Foreign currency forward contract (EUR) $506,967 €453,920 04/02/20 (5,440) Derivative liability
+Added: Foreign currency forward contract (GBP) $707,963 £549,253 01/02/20 (19,660) Derivative liability
+Added: Foreign currency forward contract (GBP) £549,253 $718,861 01/02/20 8,763 Derivative liability
+Added: Foreign currency forward contract (GBP) $227,890 £175,529 04/02/20 (5,215) Derivative liability
+Added: Foreign currency forward contract (SEK) $95,654 920,569kr 01/02/20 (2,687) Derivative liability
+Added: Foreign currency forward contract (SEK) 920,569kr $96,846 01/02/20 1,495 Derivative liability
+Added: Foreign currency forward contract (SEK) $97,360 912,212kr 04/02/20 (511) Derivative liability
+Added: Total $ (23,559)
+Added: As of December 31, 2020 and 2019, the total fair value of the Company's foreign currency forward contracts was $(478,891) and $(23,559), respectively.
+Added: The fair values of the Company's foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
Equity-Based and Other Compensation Plans
4 unchanged sentences
Accordingly, for restricted stock awards, the Company measured the grant date fair value based upon the market price of the Company’s common stock on the date of the grant and amortized this fair value to compensation expense ratably over the requisite service period or vesting term.
−Removed: On July 31, 2018, in connection with the closing of the Asset Sale Transaction, all 904,060 outstanding shares of restricted stock outstanding under the Omnibus Plan vested and on August 2, 2018, the Board terminated the Omnibus Plan.
−Removed: As a result, in the year ended December 31, 2018 , the Company recognized equity based compensation expense of approximately $14.2 million .
−Removed: In the year ended December 31, 2017 , the Company recognized equity-based compensation expense of approximately $6.0 million .
+Added: On July 31, 2018, in connection with the closing of the Asset Sale Transaction, all 904,060 outstanding shares of restricted stock outstanding under the Omnibus Plan vested and on August 2, 2018, the Board terminated the
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
−Removed: The following table presents information with respect to equity-based compensation for the years ended December 31, 2018 and 2017 :
+Added: Omnibus Plan.
+Added: As a result, in the year ended December 31, 2018, the Company recognized equity based compensation expense of approximately $14.2 million.
+Added: The following table presents information with respect to equity-based compensation for the year ended December 31, 2018:
Year Ended December 31,
−Removed: Weighted Average
−Removed: Grant Date Fair
−Removed: Value per Share
−Removed: Weighted Average
+Added: of Shares Weighted Average
Grant Date Fair
1 unchanged sentence
Unvested shares, beginning of period
+Added: 748,674 $ 19.79
Shares granted during the period
+Added: 435,106 $ 10.73
Shares vested during the period
+Added: (1,183,780) $ 16.46
Unvested shares, end of period
6 unchanged sentences
Transactions with Controlled Companies
+Added: During the year ended December 31, 2020, the Company received management and other fees from the MVC PE Fund of $5,292.
During the year ended December 31, 2018, the Company received management and other fees from SRC Worldwide, Inc., a wholly-owned subsidiary of CRS-SPV, Inc., of $100,000.
−Removed: During the year ended December 31, 2018 , the Company received management and other fees from SRC Worldwide, Inc.
−Removed: totaling $400,000.
These fees were recognized as fee income in the Company's Consolidated Statements of Operations.
−Removed: In addition, during each of the years ended December 31, 2018 and 2017 , the Company recognized dividend and interest income from control investments as disclosed in Note 4 - Schedule of Investments in and Advances to Affiliates.
−Removed: As part of the Asset Sale Transaction, all control investments were sold on July 31, 2018.
Barings BDC, Inc.
3 unchanged sentences
Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.
+Added: As of December 31, 2020 and 2019, the Company believed that it had adequate financial resources to satisfy its unfunded commitments.
The balances of unused commitments to extend financing as of December 31, 2020 and 2019 were as follows:
−Removed: Portfolio Company
−Removed: Investment Type
−Removed: December 31, 2019
+Added: Portfolio Company(1) Investment Type December 31,
2020 December 31, 2019
−Removed: Anju Software, Inc.(1)
−Removed: Delayed Draw Term Loan
−Removed: Arch Global Precision, LLC
−Removed: Delayed Draw Term Loan
−Removed: Armstrong Transport Group (Pele Buyer, LLC)(1)
−Removed: Delayed Draw Term Loan
−Removed: Aveanna Healthcare Holdings, Inc.(1)
−Removed: Delayed Draw Term Loan
−Removed: Campaign Monitor (UK) Limited(1)
−Removed: Delayed Draw Term Loan
−Removed: Contabo Finco S.À R.L (2)
−Removed: EUR Capex Term Loan
−Removed: Dart Buyer, Inc.
−Removed: Delayed Draw Term Loan
−Removed: Heartland, LLC
−Removed: Delayed Draw Term Loan
−Removed: Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(3)
−Removed: Accordion Facility
−Removed: Jocassee Partners LLC
−Removed: Joint Venture
+Added: ADE Holding(3) Committed Capex Line $ 91,814 $ —
+Added: Anju Software, Inc.(2) Delayed Draw Term Loan 1,981,371 1,981,371
+Added: Arch Global Precision, LLC Delayed Draw Term Loan 4,193,475 1,012,661
+Added: Armstrong Transport Group (Pele Buyer, LLC) Delayed Draw Term Loan — 712,567
+Added: Beacon Pointe Advisors, LLC Delayed Draw Term Loan 363,636 —
+Added: British Engineering Services Holdco Limited(4) Acquisition Facility 7,006,008 —
+Added: British Engineering Services Holdco Limited(4) Bridge Revolver 618,177 —
+Added: Centralis Finco S.a.r.l.(3) Acquisition Facility 495,950 —
+Added: Classic Collision (Summit Buyer, LLC) Delayed Draw Term Loan 1,672,446 —
+Added: CM Acquisitions Holdings Inc.(2) Delayed Draw Term Loan 1,551,602 1,859,111
+Added: Contabo Finco S.À R.L(3) Delayed Draw Term Loan 228,211 1,013,849
+Added: CSL Dualcom(4) Delayed Draw Term Loan 1,007,182 —
+Added: Dart Buyer, Inc.(2) Delayed Draw Term Loan 2,430,569 4,294,503
+Added: DreamStart Bidco SAS(3) Acquisition Facility 995,640 —
+Added: F24 (Stairway BidCo GmbH)(3) Delayed Draw Term Loan 323,840 —
+Added: FitzMark Buyer, Inc.(2) Delayed Draw Term Loan 1,470,588 —
+Added: Foundation Risk Partners, Corp.
Delayed Draw Term Loan 4,984,771 —
+Added: Heartland, LLC(2) Delayed Draw Term Loan 5,347,666 8,729,695
+Added: Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(3) Accordion Facility 10,225,081 2,605,531
+Added: IGL Holdings III Corp.(2) Delayed Draw Term Loan 5,914,219 —
+Added: INOS 19-090 GmbH(3) Acquisition Facility 2,727,980 —
+Added: Jocassee Partners LLC Joint Venture 30,000,000 40,000,000
+Added: Kano Laboratories LLC(2) Delayed Draw Term Loan 4,543,950 —
Kene Acquisition, Inc.
Delayed Draw Term Loan 322,928 1,076,427
−Removed: LAC Intermediate, LLC(1)
−Removed: Delayed Draw Term Loan
+Added: LAC Intermediate, LLC(2) Delayed Draw Term Loan — 4,367,284
+Added: Modern Star Holdings Bidco Pty Limited(5) Capex Term Loan 2,315,967 —
+Added: Murphy Midco Limited(4) Delayed Draw Term Loan 3,301,472 —
Options Technology Ltd.
Delayed Draw Term Loan 2,604,080 2,918,447
−Removed: Premier Technical Services Group(4)
−Removed: Acquisition Facility
−Removed: Process Equipment, Inc.(1)
−Removed: Delayed Draw Term Loan
+Added: Pacific Health Supplies Bidco Pty Limited(5) CapEx Term Loan 1,535,025 —
+Added: Premier Technical Services Group(4) Acquisition Facility 1,197,505 1,297,915
+Added: Process Equipment, Inc.(2) Delayed Draw Term Loan — 654,493
Professional Datasolutions, Inc.
−Removed: Delayed Draw Term Loan
−Removed: PSC UK Pty Ltd.(5)
−Removed: GBP Acquisition Facility
−Removed: Smile Brands Group, Inc.(1)
−Removed: Delayed Draw Term Loan
−Removed: Springbrook Software (SBRK Intermediate, Inc.)
−Removed: Delayed Draw Term Loan
−Removed: The Hilb Group, LLC
−Removed: Delayed Draw Term Loan
−Removed: Transportation Insight, LLC
−Removed: Delayed Draw Term Loan
−Removed: Truck-Lite Co., LLC
−Removed: Delayed Draw Term Loan
−Removed: USLS Acquisition, Inc.(1)
−Removed: Delayed Draw Term Loan
−Removed: Validity Inc.(1)
+Added: (PDI) Delayed Draw Term Loan — 1,666,994
+Added: PSC UK Pty Ltd.(4) GBP Acquisition Facility 535,157 1,010,706
+Added: Questel Unite(3) Cap Acquisition Facility 10,300,913 —
+Added: Radwell International, LLC(2) Delayed Draw Term Loan 3,235,947 —
+Added: Rep Seko Merger Sub LLC Delayed Draw Term Loan 1,454,546 —
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: Portfolio Company(1) Investment Type December 31,
+Added: 2020 December 31, 2019
+Added: Safety Products Holdings, LLC(2) Delayed Draw Term Loan 6,467,345 —
+Added: Smile Brands Group, Inc.(2) Delayed Draw Term Loan 2,148,691 927,046
+Added: Springbrook Software (SBRK Intermediate, Inc.) Delayed Draw Term Loan 3,489,026 3,896,663
+Added: SSCP Pegasus Midco Limited(4) Delayed Draw Term Loan 13,389,546 —
+Added: The Hilb Group, LLC Delayed Draw Term Loan 5,545,939 2,904,066
+Added: Transit Technologies LLC(2) Delayed Draw Term Loan 6,035,305 —
+Added: Transportation Insight, LLC(2) Delayed Draw Term Loan — 2,464,230
+Added: Truck-Lite Co., LLC(2) Delayed Draw Term Loan — 3,205,128
+Added: USLS Acquisition, Inc.(2) Delayed Draw Term Loan 450,466 —
+Added: Utac Ceram(3) Delayed Draw Term Loan 743,327 —
+Added: Validity, Inc.(2) Delayed Draw Term Loan — 898,298
+Added: W2O Holdings, Inc.
Delayed Draw Term Loan 5,989,298 $ —
Total unused commitments to extend financing $ 159,236,659 $ 89,496,985
+Added: (1) The Company's estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2) Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost.
−Removed: The Company's estimate of the fair value of the current investments in this portfolio company includes an analysis of the fair value of any unfunded commitments.
(3) Actual commitment amount is denominated in Euros.
Commitment was translated into U.S.
−Removed: dollars using the December 31, 2019 spot rate.
−Removed: Actual commitment amount is denominated in Euros (€2,321,187).
−Removed: Commitment was translated into U.S.
−Removed: dollars using the December 31, 2019 spot rate.
−Removed: Actual commitment amount is denominated in British pounds sterling (£979,743).
−Removed: Commitment was translated into U.S.
−Removed: dollars using the December 31, 2019 spot rate.
−Removed: Actual commitment amount is denominated in British pounds sterling (£762,941).
+Added: dollars based on the spot rate at the relevant balance sheet date.
+Added: (4) Actual commitment amount is denominated in British pounds sterling.Commitment was translated into U.S.
+Added: dollars based on the spot rate at the relevant balance sheet date.
+Added: (5) Actual commitment amount is denominated in Australian dollars.
Commitment was translated into U.S.
−Removed: dollars using the December 31, 2019 spot rate.
−Removed: Barings BDC, Inc.
−Removed: Notes to Consolidated Financial Statements — (Continued)
+Added: dollars based on the spot rate at the relevant balance sheet date.
+Added: In the normal course of business, the Company guarantees certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies).
+Added: 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.
+Added: As of December 31, 2020, the Company had guaranteed € 9.9 million ($12.1 million U.S.
+Added: dollars) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh ("MVC Auto").
+Added: The Company would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations.
+Added: None of the credit facility guarantees are recorded as a liability on the Company's Consolidated Balance Sheets, as such the credit facility liabilities are considered in the valuation of the investments in MVC Auto.
+Added: The guarantees denominated in foreign currencies were translated into U.S.
+Added: dollars based on the spot rate at the relevant balance sheet date.
+Added: In addition, the Company agreed to cash collateralize a $3.5 million letter of credit for Security Holdings B.V.
+Added: The $3.5 million cash collateralization is reflected as "Restricted cash" on the accompanying Consolidated Balance Sheets.
The Company and certain of its former executive officers have been named as defendants in two putative securities class action lawsuits, each filed in the United States District Court for the Southern District of New York (and then transferred to the United States District Court for the Eastern District of North Carolina) on behalf of all persons who purchased or otherwise acquired our common stock between May 7, 2014 and November 1, 2017.
10 unchanged sentences
On April 10, 2018, the plaintiff filed its First Consolidated Amended Complaint.
−Removed: The complaint alleged certain violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s business, operations and prospects between May 7, 2014 and November 1, 2017.
+Added: The complaint alleged certain violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s business, operations and prospects between May 7,
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: 2014 and November 1, 2017.
The plaintiff seeks compensatory damages and attorneys’ fees and costs, among other relief, but did not specify the amount of damages being sought.
5 unchanged sentences
The plaintiff filed its opening brief with the United States Court of Appeals for the Fourth Circuit on January 6, 2020.
−Removed: The time for the defendants to respond has not yet expired.
−Removed: In addition, the Company is party to certain lawsuits in the normal course of business.
+Added: The defendants filed their response brief on February 28, 2020, and the plaintiff filed its reply brief on March 27, 2020.
+Added: The United States Court of Appeals for the Fourth Circuit heard oral argument on the appeal on December 9, 2020.
+Added: On February 22, 2021, the United States Court of Appeals for the Fourth Circuit affirmed the court’s September 20, 2019 order dismissing the action with prejudice.
+Added: In addition, the Company may be party to certain lawsuits in the normal course of business or in connection with strategic transactions.
Furthermore, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies.
1 unchanged sentence
Furthermore, in management's opinion, it is not possible to estimate a range of reasonably possible losses with respect to litigation contingencies.
+Added: COVID-19 Developments
+Added: During the year ended December 31, 2020, the spread of the Coronavirus and the COVID-19 pandemic had a significant impact on the U.S economy.
+Added: To the extent the Company's portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Company's future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company's portfolio companies.
Barings BDC, Inc.
2 unchanged sentences
Year Ended December 31,
+Added: 2020 2019 2018 2017 2016
Per share data:
5 unchanged sentences
Dividends paid to stockholders from net investment income (0.65) (0.54) (0.41) (1.65) (1.89)
−Removed: Dividends paid to stockholders from realized gains
Tax return of capital to stockholders — — (0.02) — —
1 unchanged sentence
Common stock offerings (0.63) — — 0.61 0.72
+Added: Deemed contribution - CSA 0.28 — — — —
+Added: Deemed contribution - Barings LLC 0.07 — — — —
Purchase of shares in tender offer — — 0.13 — —
4 unchanged sentences
Benefit from (provision for) taxes(1) — (0.01) 0.02 (0.02) (0.01)
+Added: Other(2) 0.04 — (0.04) (0.04) —
Net asset value at end of period $ 10.99 $ 11.66 $ 10.98 $ 13.43 $ 15.13
11 unchanged sentences
(3) Represents the closing price of the Company’s common stock on the last day of the period.
+Added: (4) Does not include expenses of underlying investment companies, including joint ventures and short-term investments.
+Added: (5) Portfolio turnover ratio as of December 31, 2020 excludes the impact of short-term investments and the MVC Acquisition.
(6) Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company's dividend reinvestment plan during the period.
−Removed: Total return is not annualized.
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
+Added: MVC Capital, Inc.
+Added: On December 23, 2020, the Company completed its acquisition of MVC pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 10, 2020, with MVC, Mustang Acquisition Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Acquisition Sub”), and Barings.
+Added: To effect the acquisition, Acquisition Sub merged with and into MVC, with MVC surviving the merger as our wholly owned subsidiary (the “First Merger”).
+Added: Immediately thereafter, MVC merged with and into the Company, with the Company as the surviving company (the “Second Merger” and, together with the First Merger, the “Merger”).
+Added: The Merger has been treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.
+Added: Pursuant to the Merger Agreement, MVC stockholders received the right to the following merger consideration in exchange for each share of MVC common stock issued and outstanding immediately prior to the effective time of the First Merger (other than shares of MVC common stock issued and outstanding immediately prior to the effective time of the First Merger that were held by a subsidiary of MVC or held, directly or indirectly, by the Company or the Acquisition Sub), in accordance with the Merger Agreement:
+Added: (i) an amount in cash from Barings, without interest, equal to $0.39492, and (ii) 0.9790836 shares of the Company’s common stock, which ratio gave effect to the Euro-dollar exchange rate adjustment mechanism in the Merger Agreement, plus cash in lieu of fractional shares.
+Added: The Company issued approximately 17,354,332 shares of its common stock to MVC’s then-existing stockholders in connection with the Merger, thereby resulting in the Company’s then-existing stockholders owning approximately 73.4% of the combined company and MVC's then-existing stockholders owning approximately 26.6% of the combined company.
+Added: In connection with the closing of the Merger on December 23, 2020, the Board affirmed the Company’s commitment to open-market purchases of shares of its common stock in an aggregate amount of up to $15.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed net asset value per share.
+Added: Any repurchases pursuant to the authorized program will occur during the 12-month period commencing upon the filing of the Company’s quarterly report on Form 10-Q for the quarter ending March 31, 2021 and are expected to be made in accordance with a repurchase 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 the covenants in the Company’s borrowing arrangements, including under our the February 2019 Credit Facility, and certain other regulatory requirements.
+Added: In connection with the MVC Acquisition, on December 23, 2020, following the closing of the Merger, the Company entered into the Amended and Restated Advisory Agreement with Barings, effective January 1, 2021.
+Added: Promptly following the closing of the Merger, the Company also entered into the Credit Support Agreement with Barings.
+Added: See “Note 2 - Agreements and Related Party Transactions” for more information regarding the Amended and Restated Advisory Agreement and the Credit Support Agreement.
+Added: In connection with the closing of the Merger, MVC notified U.S.
+Added: Bank National Association ("U.S.
+Added: Bank"), the trustee for MVC Capital's 6.25% Senior Notes due 2022 (the "MVC Notes"), of the election to redeem the remaining $95.0 million in aggregate principal amount of the MVC Notes outstanding at a price equal to 100% of the principal amount of the MVC Notes, plus accrued and unpaid interest on the Notes to, but excluding, the date of redemption, and the Company caused the discharge of the MVC Notes by entering into a Satisfaction and Discharge of Indenture, dated December 23, 2020, with respect to the indenture governing the MVC Notes.
+Added: The trustee provided notice of such redemption to the holders of the MVC Notes in accordance with the terms of the indenture governing the MVC Notes.
+Added: The redemption was completed on January 22, 2021 and was funded with trust funds deposited with U.S.
+Added: Bank in trust for such purpose.
+Added: The MVC Acquisition was accounted for in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues .
+Added: Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group.
+Added: Per ASC 805-50-30-1, the acquired assets (as a group) are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: consideration differs from the assets carrying amounts on the acquiring entity’s records.
+Added: ASC 805-50-30-2 goes on to say asset acquisitions in which the consideration given is cash are measured by the amount of cash paid.
+Added: However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.
+Added: The fair value of the merger consideration paid by the Company was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill.
+Added: Since the fair value of the net assets acquired exceeded the fair value of the merger consideration paid by the Company, the Company recognized a deemed contribution from the Adviser.
+Added: The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the MVC Acquisition:
+Added: Common stock issued by the Company $ 160,354,027
+Added: Cash consideration paid by the Company(1) 7,633,267
+Added: Deemed contribution from Barings LLC(2) 3,254,849
+Added: Total purchase price $ 171,242,143
+Added: Assets acquired:
+Added: Investments(3) $ 185,041,442
+Added: Cash 71,267,327
+Added: Other assets(4) 10,961,944
+Added: Total assets acquired $ 267,270,713
+Added: Liabilities assumed(5) (96,028,570)
+Added: Net assets acquired $ 171,242,143
+Added: (1) During the year ended December 31, 2020, the Company incurred $7.6 million in professional fees and other costs related to the MVC Acquisition.
+Added: For the year ended December 31, 2020, these costs included $2.5 million one-time investment banking fees.
+Added: (2) Non-cash operating activity included in "Acquisition of MVC Capital, net of cash acquired" on the Company's Consolidated Statements of Cash Flows
+Added: (3) Investments acquired were recorded at fair value, which is also the Company's initial cost basis
+Added: (4) Other assets acquired in the MVC Acquisition consisted of the following:
+Added: Interest receivable $ 9,530,086
+Added: Fees receivable 927,889
+Added: Escrow receivable 500,000
+Added: Other assets 3,969
+Added: Total $ 10,961,944
+Added: (5) Liabilities assumed in the MVC Acquisition consisted of the following:
+Added: Notes payable(a) $ 93,815,587
+Added: Accrued interest payable 1,138,023
+Added: Other liabilities 1,074,960
+Added: Total $ 96,028,570
+Added: (a) On December 23, 2020, MVC and the Company deposited with the trustee for the MVC Notes funds from cash on hand sufficient to satisfy all obligations remaining to the redemption date for the MVC Notes under the indenture, and the trustee for the MVC Notes entered into a Satisfaction and Discharge of Indenture with the Company with
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: respect to the indenture governing the MVC Notes.
+Added: The redemption was completed on January 22, 2021 with such trust funds.
Selected Quarterly Financial Data (Unaudited)
2 unchanged sentences
Quarter Ended
+Added: 2020 June 30,
2020 September 30,
+Added: 2020 December 31,
Total investment income $ 18,679,598 $ 16,139,764 $ 16,329,142 $ 19,882,564
Net investment income 7,294,069 6,529,129 7,952,605 9,212,001
−Removed: Net increase in net assets resulting from operations
+Added: Net increase (decrease) in net assets resulting from operations (112,521,747) 54,748,708 43,177,627 22,772,205
Net investment income per share $ 0.15 $ 0.14 $ 0.17 $ 0.19
Quarter Ended
+Added: 2019 June 30,
2019 September 30,
+Added: 2019 December 31,
Total investment income $ 18,339,758 $ 19,601,688 $ 19,304,107 $ 18,402,792
−Removed: Net investment income (loss)
−Removed: Net increase (decrease) in net assets resulting from operations
−Removed: Net investment income (loss) per share
+Added: Net investment income 7,957,287 7,412,882 7,987,175 7,194,252
+Added: Net increase in net assets resulting from operations 33,162,313 9,247,050 5,195,491 10,586,780
+Added: Net investment income per share $ 0.16 $ 0.15 $ 0.16 $ 0.15
Subsequent Events
−Removed: Subsequent to December 31, 2019 , the Company made approximately $107.5 million of new middle-market private debt and equity commitments, of which approximately $73.4 million closed and funded.
−Removed: The $73.4 million of investments consist of ten first lien senior secured debt investments with a weighted average yield of 6.5%, one mezzanine note with a yield of 8.0% and one equity investment.
−Removed: On January 13, 2020, the Company provided notice to the lenders under the August 2018 Credit Facility that the Company would reduce total commitments under the August 2018 Credit Facility from $150.0 million to $80.0 million, effective January 21, 2020.
−Removed: In addition, on February 21, 2020, the Company extended the maturity date of the August 2018 Credit Facility from August 3, 2020 to August 3, 2021.
+Added: Subsequent to December 31, 2020, the Company made approximately $224.1 million of new commitments, of which $202.2 million closed and funded.
+Added: The $202.2 million of investments consist of $162.2 million of first lien senior secured debt investments, a $14.5 million second lien senior secured debt investment, and $25.6 million of equity and joint venture investments.
+Added: The weighted average yield of the debt investments was 6.7%.
+Added: In addition, the Company funded $27.1 million of previously committed delayed draw term loans.
On February 7, 2021, the Board declared a quarterly distribution of $0.19 per share payable on March 17, 2021 to holders of record as of March 10, 2021.
−Removed: On February 27, 2020, the Board approved an open-market share repurchase program for fiscal year 2020 (the “2020 Share Repurchase Program”).
−Removed: Under the 2020 Share Repurchase Program, the Company is authorized during fiscal year 2020 to repurchase up to a maximum of 5.0% of the amount of shares outstanding as of February 27, 2020 if shares trade below NAV per share, subject to liquidity and regulatory constraints.
−Removed: Purchases under the 2020 Share Repurchase Program may be made in open-market transactions and may include transactions pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act.
−Removed: Purchases may be made from time to time at the Company's discretion, and the timing and amount of any share repurchases will be determined based on share price, market conditions, legal requirements, and other factors.
−Removed: The Company's repurchase activity will be disclosed in its periodic reports for the relevant fiscal periods.
+Added: On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement.
+Added: Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end.
+Added: The February Notes were delivered and paid for on February 26, 2021.
+Added: The Company intends to use the net proceeds from the offering of the February Notes for general corporate purposes, including to make investments and make distributions permitted by the February 2021 NPA.
+Added: The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2021 NPA.
+Added: Interest on the February Notes will be due semiannually in February and August of each year, beginning in August 2021.
+Added: In addition, the Company is obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur.
+Added: Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E
+Added: Barings BDC, Inc.
+Added: Notes to Consolidated Financial Statements — (Continued)
+Added: Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium.
+Added: The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments.
+Added: In addition, the February 2021 NPA contains the following financial covenants:
+Added: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end;
+Added: (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act;
+Added: and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
+Added: The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy.
+Added: 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.
+Added: The Company’s obligations under the February 2021 NPA are guaranteed by certain of the Company’s subsidiaries, and are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
+Added: The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act.
+Added: The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
+Added: See Note 9 to the Company's Consolidated Financial Statements for information regarding the potential impact of the COVID-19 pandemic.
+Added: To the extent the Company's portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Company's future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of the Company's portfolio companies.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.