2 unchanged sentences
Consolidated Balance Sheets
−Removed: September 30,
2021 December 31, 2020
Investments at fair value:
−Removed: Non-Control / Non-Affiliate investments (cost of $903,128,567 and $1,085,866,720 as of September 30, 2020 and December 31, 2019, respectively) $ 886,610,176 $ 1,066,845,054
−Removed: Affiliate investments (cost of $18,258,270 and $10,158,270 as of September 30, 2020 and December 31, 2019, respectively) 19,158,075 10,229,813
−Removed: Short-term investments (cost of $210,503,875 and $96,568,940 as of September 30, 2020 and December 31, 2019, respectively) 210,503,390 96,568,940
+Added: Non-Control / Non-Affiliate investments (cost of $1,389,212,763 and $1,318,614,617 as of March 31, 2021 and December 31, 2020, respectively) $ 1,401,742,025 $ 1,325,783,281
+Added: Affiliate investments (cost of $95,442,223 and $76,055,873 as of March 31, 2021 and December 31, 2020, respectively) 100,429,674 78,598,633
+Added: Control investments (cost of $30,326,428 and $25,826,428 as of March 31, 2021 and December 31, 2020, respectively) 26,386,362 25,855,796
+Added: Short-term investments (cost of $73,569,174 and $65,558,227 as of March 31, 2021 and December 31, 2020, respectively) 73,565,676 65,558,227
Total investments at fair value 1,602,123,737 1,495,795,937
−Removed: Cash 7,112,312 13,567,849
−Removed: Foreign currencies (cost of $7,532,555 and $8,360,011 as of September 30, 2020 and December 31, 2019, respectively) 7,675,046 8,423,716
+Added: Cash (restricted cash of $3,488,403 and $3,488,336 at March 31, 2021 and December 31, 2020, respectively) 21,168,184 62,651,340
+Added: Foreign currencies (cost of $19,342,513 and $29,555,465 as of March 31, 2021 and December 31, 2020, respectively) 19,346,907 29,836,121
Interest and fees receivable 19,637,124 21,617,843
Prepaid expenses and other assets 1,123,361 2,014,558
+Added: Credit support agreement (cost of $13,600,000 as of both March 31, 2021 and December 31, 2020) 12,000,000 13,600,000
Deferred financing fees 3,802,971 4,110,564
5 unchanged sentences
Base management fees payable 3,929,251 3,413,270
+Added: Incentive management fees payable 2,721,741 —
+Added: Derivative liabilities 142,099 1,336,283
Payable from unsettled transactions — 1,548,578
Borrowings under credit facilities 611,144,523 719,660,707
−Removed: Debt securitization 177,536,048 316,664,474
−Removed: Notes payable 49,534,479 —
+Added: Notes payable (net of deferred financing fees) 374,181,388 224,335,666
Total liabilities 999,231,444 959,234,221
Commitments and contingencies (Note 7)
−Removed: Common stock, $0.001 par value per share (150,000,000 shares authorized, 47,961,753 and 48,950,803 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively) 47,962 48,951
+Added: Common stock, $0.001 par value per share (150,000,000 shares authorized and 65,316,085 shares issued and outstanding as of both March 31, 2021 and December 31, 2020) 65,316 65,316
Additional paid-in capital 1,027,707,047 1,027,707,047
7 unchanged sentences
Ended Three Months
−Removed: Ended Nine Months Ended Nine Months Ended
−Removed: September 30,
−Removed: 2020 September 30,
−Removed: 2019 September 30,
−Removed: 2020 September 30,
+Added: 2021 March 31,
Investment income:
1 unchanged sentence
Non-Control / Non-Affiliate investments $ 25,096,325 $ 17,396,411
+Added: Control investments 107,237 —
Short-term investments 10,679 277,991
1 unchanged sentence
Dividend income:
−Removed: Non-Control / Non-Affiliate investments — 4,221 2,603 8,932
+Added: Affiliate investments 71,500 —
Total dividend income 71,500 —
1 unchanged sentence
Non-Control / Non-Affiliate investments 1,973,062 960,993
+Added: Control investments 160,113 —
Total fee and other income 2,133,175 960,993
1 unchanged sentence
Non-Control / Non-Affiliate investments 3,037,325 43,572
+Added: Affiliate investments 136,462 —
Total payment-in-kind interest income 3,173,787 43,572
4 unchanged sentences
Base management fee (Note 2) 3,929,251 3,912,373
+Added: Incentive management fees (Note 2) 2,721,741 —
Compensation expenses — 48,410
2 unchanged sentences
Net investment income 14,356,096 7,294,069
−Removed: Realized and unrealized gains (losses) on investments and foreign currency transactions:
+Added: Income taxes, including excise tax benefit (18,038) —
+Added: Net investment income after taxes 14,374,134 7,294,069
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Statements of Operations - (Continued)
+Added: Ended Three Months
+Added: 2021 March 31,
+Added: Realized and unrealized gains (losses) on investments, credit support agreement and foreign currency transactions:
Net realized gains (losses):
Non-Control / Non-Affiliate investments 2,891,040 (157,978)
−Removed: Net realized losses on investments (19,477,823) (1,066,536) (36,233,667) (1,146,287)
+Added: Affiliate investments (76,631) —
+Added: Net realized gains (losses) on investments 2,814,409 (157,978)
Foreign currency transactions (974,829) (144,394)
−Removed: Net realized losses (20,506,085) (983,499) (37,323,454) (1,063,250)
+Added: Net realized gains (losses) 1,839,580 (302,372)
Net unrealized appreciation (depreciation):
1 unchanged sentence
Affiliate investments 2,444,697 (3,833,223)
+Added: Control investments (3,969,434) —
Net unrealized appreciation (depreciation) on investments 3,832,358 (121,194,279)
+Added: Credit support agreement (1,600,000) —
Foreign currency transactions 4,041,797 1,798,226
Net unrealized appreciation (depreciation) 6,274,155 (119,396,053)
−Removed: Net realized losses and unrealized appreciation (depreciation) on investments and foreign currency transactions 35,441,297 (2,778,327) (35,728,815) 24,391,117
+Added: Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreement and foreign currency transactions 8,113,735 (119,698,425)
Loss on extinguishment of debt — (137,390)
−Removed: Benefit from (provision for) taxes (7,362) — 10,105 (499)
+Added: Benefit from taxes 410 19,999
Net increase (decrease) in net assets resulting from operations $ 22,488,279 $ (112,521,747)
9 unchanged sentences
Capital Total Distributable Earnings (Loss) Total
−Removed: Three Months Ended September 30, 2019 Number
of Shares Par
−Removed: Balance, June 30, 2019 50,314,275 $ 50,314 $ 875,245,919 $ (292,216,528) $ 583,079,705
−Removed: Net investment income — — — 7,987,175 7,987,175
−Removed: Net realized gain on investments / foreign currency transactions — — — (983,499) (983,499)
−Removed: Net unrealized appreciation of investments / foreign currency transactions — — — (1,794,828) (1,794,828)
−Removed: Loss on extinguishment of debt — — — (13,357) (13,357)
−Removed: Dividends / distributions — — — (6,935,311) (6,935,311)
−Removed: Purchases of shares in repurchase plan (895,733) (895) (8,894,010) — (8,894,905)
−Removed: Balance, September 30, 2019 49,418,542 $ 49,419 $ 866,351,909 $ (293,956,348) $ 572,444,980
−Removed: Common Stock Additional
−Removed: Capital Total Distributable Earnings (Loss) Total
−Removed: Three Months Ended September 30, 2020 Number
−Removed: of Shares Par
−Removed: Balance, June 30, 2020 47,961,753 $ 47,962 $ 846,636,727 $ (356,211,495) $ 490,473,194
−Removed: Net investment income — — — 7,960,166 7,960,166
−Removed: Net realized loss on investments / foreign currency transactions — — — (20,506,085) (20,506,085)
−Removed: Net unrealized appreciation of investments / foreign currency transactions — — — 55,947,382 55,947,382
−Removed: Loss on extinguishment of debt — — — (216,474) (216,474)
−Removed: Provision for taxes — — — (7,362) (7,362)
−Removed: Dividends / distributions — — — (7,673,880) (7,673,880)
−Removed: Balance, September 30, 2020 47,961,753 $ 47,962 $ 846,636,727 $ (320,707,748) $ 525,976,941
−Removed: See accompanying notes.
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Statements of Changes in Net Assets — (Continued)
−Removed: Common Stock Additional
−Removed: Capital Total Distributable Earnings (Loss) Total
−Removed: Nine Months Ended September 30, 2019 Number
−Removed: of Shares Par
Balance, December 31, 2019 48,950,803 $ 48,951 $ 853,766,370 $ (282,940,612) $ 570,874,709
1 unchanged sentence
Net realized loss on investments / foreign currency transactions — — — (302,372) (302,372)
−Removed: Net unrealized appreciation of investments / foreign currency transactions — — — 25,454,367 25,454,367
+Added: Net unrealized depreciation of investments / foreign currency transactions — — — (119,396,053) (119,396,053)
Loss on extinguishment of debt — — — (137,390) (137,390)
−Removed: Provision for taxes — — — (499) (499)
Dividends / distributions — — — (7,823,964) (7,823,964)
Purchases of shares in repurchase plan (661,981) (662) (4,783,428) — (4,784,090)
−Removed: Balance, September 30, 2019 49,418,542 $ 49,419 $ 866,351,909 $ (293,956,348) $ 572,444,980
+Added: Balance, March 31, 2020 48,288,822 $ 48,289 $ 848,982,942 $ (403,286,323) $ 445,744,908
Common Stock Additional
Capital Total Distributable Earnings (Loss) Total
−Removed: Nine Months Ended September 30, 2020 Number
of Shares Par
1 unchanged sentence
Net investment income — — — 14,374,134 14,374,134
−Removed: Net realized loss on investments / foreign currency transactions — — — (37,323,454) (37,323,454)
−Removed: Net unrealized appreciation of investments / foreign currency transactions — — — 1,594,639 1,594,639
−Removed: Loss on extinguishment of debt — — — (660,066) (660,066)
−Removed: Income tax benefit — — — 10,105 10,105
+Added: Net realized gain on investments / foreign currency transactions — — — 1,839,580 1,839,580
+Added: Net unrealized appreciation of investments / CSA / foreign currency transactions — — — 6,274,155 6,274,155
+Added: Benefit from taxes — — — 410 410
Dividends / distributions — — — (12,410,056) (12,410,056)
−Removed: Purchases of shares in repurchase plan (989,050) (989) (7,129,643) — (7,130,632)
−Removed: Balance, September 30, 2020 47,961,753 $ 47,962 $ 846,636,727 $ (320,707,748) $ 525,976,941
+Added: Deemed contribution - from Adviser — — — — —
+Added: Balance, March 31, 2021 65,316,085 $ 65,316 $ 1,027,707,047 $ (299,889,616) $ 727,882,747
See accompanying notes.
1 unchanged sentence
Unaudited Consolidated Statements of Cash Flows
−Removed: Nine Months Ended Nine Months Ended
−Removed: September 30, 2020 September 30, 2019
+Added: Three Months Ended Three Months Ended
+Added: March 31, 2021 March 31, 2020
Cash flows from operating activities:
6 unchanged sentences
Loan origination and other fees received 4,578,368 2,704,423
−Removed: Net realized loss on investments 36,233,667 1,146,287
−Removed: Net realized (gain) loss on foreign currency transactions 1,089,787 (83,037)
−Removed: Net unrealized appreciation of investments (3,351,051) (25,080,089)
−Removed: Net unrealized (appreciation) depreciation of foreign currency transactions 1,756,412 (374,278)
−Removed: Payment-in-kind interest accrued, net of payments received (577,090) —
+Added: Net realized (gain) loss on investments (2,814,409) 157,978
+Added: Net realized loss on foreign currency transactions 974,829 144,394
+Added: Net unrealized (appreciation) depreciation of investments (3,832,358) 121,194,279
+Added: Net unrealized depreciation of CSA 1,600,000 —
+Added: Net unrealized appreciation of foreign currency transactions (4,041,797) (1,798,226)
+Added: Payment-in-kind interest (3,173,786) (43,572)
Amortization of deferred financing fees 343,997 375,257
11 unchanged sentences
Repayments of credit facilities (134,083,152) (69,000,000)
−Removed: Proceeds from debt securitization — 348,250,000
Repayment of debt securitization — (26,974,371)
4 unchanged sentences
Net cash provided by (used in) financing activities 33,139,817 (50,496,811)
−Removed: Net increase (decrease) in cash and foreign currencies (7,204,207) 411,121
+Added: Net decrease in cash and foreign currencies (51,972,370) (14,532,836)
Cash and foreign currencies, beginning of period 92,487,461 21,991,565
5 unchanged sentences
Unaudited Consolidated Schedule of Investments
−Removed: September 30, 2020
−Removed: Portfolio Company Industry Type of Investment (1) (2)
+Added: March 31, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
Amount Cost Fair
3 unchanged sentences
IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 07/19, Due 07/25) $ 27,639,522 $ 27,174,789 $ 27,405,692
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 7.0% Cash, Acquired 07/19, Due 07/25) 21,418,269 21,061,882 20,989,904
27,639,522 27,174,789 27,405,692
4 unchanged sentences
Accurus Aerospace Corporation (2.9%)* (7) (8) (11)
−Removed: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 10/18, Due 10/24) 24,562,500 24,298,740 21,393,938
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.50% PIK, Acquired 10/18, Due 10/24) 24,500,000 24,265,957 20,874,000
24,500,000 24,265,957 20,874,000
−Removed: Acrisure, LLC (0.4%)* (5) (8) (9)
−Removed: Property & Casualty Insurance First Lien Senior Secured Term Loan (LIBOR + 3.5%, 3.7% Cash, Acquired 03/20, Due 02/27) 1,990,000 1,714,306 1,917,863
+Added: ADE Holdings (d/b/a AD Education)
(0.7%)* (3) (7) (8) (16)
−Removed: ADE Holding (d/b/a AD Education) (1.0%)* (3) (5) (7) (8) (15)
Education Services First Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 01/20, Due 01/27) 5,244,442 4,981,803 5,244,442
5,244,442 4,981,803 5,244,442
+Added: Advantage Software Company (The), LLC (2.2%)* (7) (8) (11)
+Added: Advertising, Printing & Publishing First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 01/21, Due 01/27) 15,872,836 15,487,093 15,476,015
+Added: Class A Partnership Units (7,054.59 units, Acquired 01/21) 705,459 712,443
+Added: Class B Partnership Units (3,496.31 units, Acquired 01/21) — 22,656
15,872,836 16,192,552 16,211,114
−Removed: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 2.75%, 2.9% Cash, Acquired 08/18, Due 04/25) 3,421,732 3,431,035 3,281,441
+Added: AEP Holdings, Inc.
(2.4%)* (7) (8)
+Added: Wholesale First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/25) (15)
+Added: 7,104,768 7,159,388 6,962,673
+Added: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/25) (11)
+Added: 10,752,921 10,546,205 10,537,863
+Added: 17,857,689 17,705,593 17,500,536
Aftermath Bidco Corporation (1.3%)* (7) (8) (11)
1 unchanged sentence
9,425,284 9,273,369 9,425,284
−Removed: Air Canada 2020-2 Class B Pass Through Trust (1.5%)* (5)
−Removed: Airlines Structured Secured Note - Class B (9.0% Cash, Acquired 09/20, Due 10/25) 7,500,000 7,500,000 7,852,969
+Added: Ahead DB Borrower, LLC.
(0.3%)* (7) (8) (12)
−Removed: Altice USA, Inc.
+Added: Technology Distributors Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 9.5% Cash, Acquired 10/20, Due 10/28) 2,139,295 2,077,504 2,075,117
2,139,295 2,077,504 2,075,117
−Removed: Cable & Satellite First Lien Senior Secured Term Loan (LIBOR + 2.25%, 2.4% Cash, Acquired 09/18, Due 01/26) 2,487,374 2,212,589 2,399,793
+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 8,318,087
7,500,000 7,500,000 8,318,087
8 unchanged sentences
Anagram Holdings, LLC
−Removed: (2.7%)* (3) (5) (7)
Chemicals, Plastics, & Rubber First Lien Senior Secured Note (10.0% Cash, 5.0% PIK, Acquired 08/20, Due 08/25) 14,044,112 12,975,530 15,940,067
13 unchanged sentences
2,277,141 2,103,708 2,235,835
−Removed: Apex Tool Group, LLC
−Removed: (0.4%)* (5) (6) (8) (9)
−Removed: Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.5% Cash, Acquired 08/18, Due 08/24) 2,041,814 1,999,069 1,931,556
+Added: Apus Bidco Limited (2.6%)* (3) (7) (8) (14)
+Added: Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 02/21, Due 03/28) 19,530,223 18,987,653 18,993,142
19,530,223 18,987,653 18,993,142
AQA Acquisition Holding, Inc.
−Removed: (f/k/a SmartBear) (0.9%)* (5) (7) (8) (10)
+Added: (1.9%)* (7) (8) (11)
High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.5% Cash, Acquired 03/21, Due 03/29) 14,477,878 14,075,714 14,075,393
2 unchanged sentences
Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: September 30, 2020
−Removed: Portfolio Company Industry Type of Investment (1) (2)
+Added: March 31, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
Amount Cost Fair
2 unchanged sentences
17,210,844 17,064,183 17,210,844
+Added: Archimede (0.7%)* (3) (7) (8) (15)
+Added: Consumer Services First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 10/20, Due 10/27) 4,936,258 4,923,115 4,822,475
+Added: 4,936,258 4,923,115 4,822,475
+Added: Argus Bidco Limited (0.4%)* (3) (7) (8) (13)
+Added: High Tech Industries First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.8% Cash, Acquired 12/20, Due 12/27) 2,732,225 2,541,695 2,658,619
+Added: 2,732,225 2,541,695 2,658,619
Armstrong Transport Group (Pele Buyer, LLC ) (1.0%)* (7) (8) (11)
7 unchanged sentences
ASPEQ Heating Group LLC (1.2%)* (7) (8) (11)
−Removed: Building Products, Air and Heating First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/19, Due 11/25) 8,968,089 8,850,558 8,833,568
+Added: Building Products, Air & Heating First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/19, Due 11/25) 8,922,910 8,815,883 8,851,526
8,922,910 8,815,883 8,851,526
2 unchanged sentences
1,645,419 1,516,306 1,619,866
−Removed: Aveanna Healthcare Holdings, Inc.
−Removed: (0.9%)* (6) (8) (10)
−Removed: Health Care Facilities First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/18, Due 03/24) 1,465,984 1,452,738 1,378,391
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 10/18, Due 03/24) 3,511,966 3,512,719 3,299,211
−Removed: 4,977,950 4,965,457 4,677,602
AVSC Holding Corp.
−Removed: (0.8%)* (5) (6) (8) (11)
−Removed: Advertising First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.25% Cash, Acquired 08/18, Due 03/25) 4,917,073 4,895,932 3,650,926
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.50%, 5.5% Cash, Acquired 08/18, Due 03/25) (7)
+Added: (1.5%)* Advertising First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, 0.25% PIK, Acquired 08/18, Due 03/25) (8) (11)
4,885,464 4,327,220 4,320,754
+Added: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.0% PIK, Acquired 08/18, Due 03/25) (8) (11)
746,242 683,375 674,886
−Removed: Bass Pro Group, LLC (0.4%)* (5) (8) (10)
−Removed: General Merchandise Stores First Lien Senior Secured Term Loan (LIBOR + 5.0%, 5.8% Cash, Acquired 03/20, Due 09/24) 1,984,655 1,787,822 1,963,578
+Added: First Lien Senior Secured Term Loan (5.0% Cash, 10.0% PIK, Acquired 11/20, Due 10/26) 4,988,220 4,858,438 5,786,335
10,619,926 9,869,033 10,781,975
10 unchanged sentences
1,335,915 1,220,032 1,335,915
−Removed: Blackhawk Network Holdings Inc.
+Added: Bidwax (1.8%)* (3) (7) (8) (15)
+Added: Non-durable Consumer Goods First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 02/21, Due 02/28) 13,868,533 13,702,817 13,383,722
13,868,533 13,702,817 13,383,722
−Removed: Data Processing & Outsourced Services First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.1% Cash, Acquired 11/18, Due 06/25) 4,924,433 4,924,433 4,630,494
+Added: BigHand UK Bidco Limited (0.7%)* (3) (7) (8) (13)
+Added: High Tech Industries First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 01/21, Due 01/28) 5,531,266 5,248,666 5,310,015
5,531,266 5,248,666 5,310,015
−Removed: Boxer Parent Company Inc.
+Added: Black Diamond Equipment Rentals LLC (1.1%)* (7) (20)
+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 (3.13 units, Acquired 12/20) 847,000 726,000
7,500,000 8,347,000 8,226,000
−Removed: Software/Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 4.4% Cash, Acquired 03/20, Due 10/25) 1,984,848 1,800,811 1,922,147
+Added: British Airways 2020-1 Class B Pass Through Trust (0.2%)* Airlines Structured Secured Note - Class B (8.4% Cash, Acquired 11/20, Due 11/28) 1,474,876 1,474,876 1,684,288
1,474,876 1,474,876 1,684,288
+Added: British Engineering Services Holdco Limited (2.1%)* (3) (7) (8) (14)
+Added: Commercial Services & Supplies First Lien Senior Secured Term Loan (GBP LIBOR + 5.25%, 5.5% Cash, Acquired 12/20, Due 12/27) 15,819,664 15,032,999 15,380,784
+Added: 15,819,664 15,032,999 15,380,784
Brown Machine Group Holdings, LLC (0.9%)* (7) (8) (9)
1 unchanged sentence
6,722,144 6,662,673 6,722,144
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: March 31, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Cadent, LLC (f/k/a Cross MediaWorks) (1.0%)* (7) (8) (11)
1 unchanged sentence
7,532,846 7,494,339 7,532,846
−Removed: Carlson Travel, Inc (0.4%)* (5) (7)
−Removed: Business Travel Management First Lien Senior Secured Note (6.8% Cash, Acquired 09/20, Due 12/25) 3,000,000 2,362,500 2,265,000
+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 2,745,000
+Added: Super Senior Senior Secured Term Loan (10.5% Cash, Acquired 12/20, Due 3/25) 4,239,000 4,153,781 4,408,560
+Added: Common Stock (1,962 units, Acquired 11/20) (7)
88,290 88,290
−Removed: Carlyle Aviation Partners Ltd.
−Removed: Structured Finance Structured Secured Note, Series 2019-2 - Class A (3.4% Cash, Acquired 3/20, Due 10/39) 929,148 841,103 870,716
−Removed: Structured Secured Note, Series 2018-2 - Class A (4.5% Cash, Acquired 03/20, Due 11/38) 434,772 393,979 404,368
7,239,000 6,604,571 7,241,850
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: September 30, 2020
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
Centralis Finco S.a.r.l.
3 unchanged sentences
Cineworld Group PLC
−Removed: (0.4%)* (3) (5) (8) (11)
Leisure Products First Lien Senior Secured Term Loan (LIBOR + 2.50%, 3.5% Cash, Acquired 04/20, Due 02/25) (8) (11)
9,014,914 6,018,763 7,685,394
−Removed: Clarios Global LP (0.4%)* (5) (8) (9)
−Removed: Auto Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 3.5%, 3.6% Cash, Acquired 3/20, Due 4/26) 1,984,962 1,801,408 1,930,991
+Added: Super Senior Secured Term Loan (7.0% Cash, 8.3% PIK, Acquired 11/20, Due 05/24) 1,679,196 1,454,572 2,117,886
+Added: Warrants (553,375 units, Acquired 12/20) 101,602 457,332
10,694,110 7,574,937 10,260,612
4 unchanged sentences
(3.3%)* (7) (8) (12)
−Removed: Internet & Direct Marketing
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 05/19, Due 05/25) 20,434,481 20,129,562 20,264,435
+Added: Internet & Direct Marketing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/19, Due 05/25) 24,001,562 23,662,616 23,899,349
24,001,562 23,662,616 23,899,349
3 unchanged sentences
4,155,516 4,441,217 4,129,070
+Added: Command Alkon (Project Potter Buyer, LLC) (2.8%)* (7) (8) (9)
+Added: Software First Lien Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 04/20, Due 04/27) 20,900,728 20,315,830 20,469,964
+Added: Class A Units (90.384 units, Acquired 04/20) 90,384 97,537
+Added: Class B Units (33,324.69 units, Acquired 04/20) — 9,897
+Added: 20,900,728 20,406,214 20,577,398
Confie Seguros Holding II Co.
3 unchanged sentences
Contabo Finco S.À R.L (0.2%)* (3) (7) (8) (15)
−Removed: Internet Software and Services First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 10/19, Due 10/26) 1,421,669 1,308,924 1,376,558
−Removed: 1,421,669 1,308,924 1,376,558
−Removed: Container Store Group, Inc., (The) (0.5%)* (3) (6) (8) (10)
−Removed: Retail First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 09/18, Due 09/23) 2,869,873 2,871,724 2,704,855
+Added: Internet Software & Services First Lien Senior Secured Term Loan (EURIBOR + 4.75%, 4.8% Cash, Acquired 10/19, Due 10/26) 1,424,880 1,311,897 1,408,439
1,424,880 1,311,897 1,408,439
2 unchanged sentences
1,366,458 1,196,365 1,307,335
+Added: Custom Alloy Corporation (5.6%)* (7) (20)
+Added: Manufacturer of Pipe Fittings & Forgings Second Lien Loan (15.0% PIK, Acquired 12/20, Due 04/22) 45,000,185 37,043,142 36,810,151
+Added: Revolver (15.0% PIK, Acquired 12/20, Due 04/21) 4,255,152 3,737,652 3,731,768
+Added: 49,255,337 40,780,794 40,541,919
+Added: CW Group Holdings, LLC (0.7%)* (7) (8) (11)
+Added: High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/21, Due 01/27) 4,838,710 4,732,394 4,729,839
+Added: LLC Units (161,290.32 units, Acquired 01/21) 161,290 159,355
+Added: 4,838,710 4,893,684 4,889,194
Dart Buyer, Inc.
2 unchanged sentences
12,279,705 12,073,545 12,181,587
−Removed: Diamond Sports Group, LLC (0.2%)* (5) (8) (9)
−Removed: Broadcasting First Lien Senior Secured Term Loan (LIBOR + 3.25%, 3.4% Cash, Acquired 03/20, Due 08/26) 992,481 785,480 765,868
+Added: Discovery Education, Inc.
(3.3%)* (7) (8) (10)
+Added: Publishing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 10/26) 23,940,000 23,546,094 23,940,000
+Added: 23,940,000 23,546,094 23,940,000
Distinct Holdings, Inc.
2 unchanged sentences
7,227,381 7,171,357 7,104,516
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: March 31, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
DreamStart Bidco SAS (d/b/a SmartTrade) (0.3%)* (3) (7) (8) (16)
1 unchanged sentence
2,151,891 1,949,744 2,096,657
−Removed: Series 2019-1A (0.6%)* (3) (5) (8) (10)
−Removed: Structured Finance Structured Secured Note - Class E (LIBOR + 7.10%, 7.4% Cash, Acquired 03/20, Due 04/30) 3,000,000 2,673,958 2,923,074
−Removed: 3,000,000 2,673,958 2,923,074
−Removed: Endo International PLC
−Removed: (0.9%)* (3) (5) (6) (8) (10)
−Removed: Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.0% Cash, Acquired 09/18, Due 04/24) 4,825,914 4,861,718 4,584,618
+Added: Dukane IAS, LLC (0.6%)* (7) (20)
+Added: Welding Equipment Manufacturer Second Lien Note (10.5% Cash, 2.5% PIK, Acquired 12/20, Due 12/24) 4,662,430 4,662,430 4,662,430
4,662,430 4,662,430 4,662,430
−Removed: Envision Healthcare Corp.
+Added: Entact Environmental Services, Inc.
(1.6%)* (7) (8) (10)
−Removed: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 3.75%, 3.9% Cash, Acquired 03/20, Due 10/25) 3,164,825 2,231,579 2,275,857
+Added: Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/21, Due 12/25) 11,733,602 11,619,173 11,616,266
11,733,602 11,619,173 11,616,266
2 unchanged sentences
19,313,644 19,067,722 19,054,572
−Removed: Eyemart Express LLC (0.3%)* (6) (8) (9)
−Removed: Retail First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.0% Cash, Acquired 08/18, Due 08/24) 1,422,131 1,425,756 1,373,537
−Removed: 1,422,131 1,425,756 1,373,537
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: September 30, 2020
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
F24 (Stairway BidCo Gmbh) (0.2%)* (3) (7) (8) (15)
1 unchanged sentence
1,674,814 1,636,558 1,674,814
+Added: Ferrellgas L.P.
+Added: (0.4%)* Oil & Gas Equipment & Services OpCo Preferred Units (2,886 units, Acquired 03/21) 2,799,420 2,799,420
+Added: 2,799,420 2,799,420
+Added: Fineline Technologies, Inc.
+Added: (0.6%)* (7) (8) (11)
+Added: Consumer Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/21, Due 02/27) 4,400,000 4,313,818 4,312,500
+Added: 4,400,000 4,313,818 4,312,500
+Added: FitzMark Buyer, LLC (0.4%)* (7) (8) (10)
+Added: Cargo & Transportation First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 12/26) 2,823,530 2,741,157 2,745,849
+Added: 2,823,530 2,741,157 2,745,849
Foundation Risk Partners, Corp.
3 unchanged sentences
10,757,313 10,435,488 10,589,654
−Removed: Frazer Consultants, LLC (d/b/a Tribute Technology) (1.3%)* (5) (7) (8) (11)
−Removed: Software Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.9% Cash, Acquired 11/19, Due 08/23) 6,688,791 6,633,268 6,688,791
−Removed: 6,688,791 6,633,268 6,688,791
GoldenTree Loan Opportunities IX, Limited:
2 unchanged sentences
1,250,000 923,797 1,222,291
+Added: GTM Intermediate Holdings, Inc.
+Added: (0.9%)* (7) (20)
+Added: Medical Equipment Manufacturer Second Lien Loan (11.0% Cash, 1.0% PIK, Acquired 12/20, Due 11/24) 5,128,824 5,077,667 5,103,180
+Added: Common Stock (2 shares, Acquired 12/20) 1,078,778 1,200,288
+Added: 5,128,824 6,156,445 6,303,468
Gulf Finance, LLC (0.1%)* (8) (9)
1 unchanged sentence
1,045,438 950,087 863,229
−Removed: Hawaiian Airlines 2020-1 Class B Pass Through Certificates (1.4%)* (5)
−Removed: Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 7,500,000 7,500,000 7,544,657
+Added: Hawaiian Airlines 2020-1 Class B Pass Through Certificates (1.0%)* Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 6,796,296 6,796,296 7,591,887
6,796,296 6,796,296 7,591,887
4 unchanged sentences
Insurance First Lien Senior Secured Term Loan (EURIBOR + 5.50%, 5.5% Cash, Acquired 09/19, Due 09/26) (15)
+Added: 8,613,351 7,940,194 8,508,268
First Lien Senior Secured Term Loan (EURIBOR + 6.50%, 6.5% Cash, Acquired 07/20, Due 09/26) (16)
10,871,521 10,847,615 10,871,521
−Removed: Highbridge Loan Management Ltd:
−Removed: Series 2014A-19 (0.2%)* (3) (5) (8) (10)
−Removed: Structured Finance Structured Secured Note - Class E (LIBOR + 6.75%, 7.0% Cash, Acquired 03/20, Due 07/30) 1,000,000 833,957 953,633
19,484,872 18,787,809 19,379,789
+Added: Highpoint Global LLC (0.7%)* (7) (20)
+Added: Government Services Second Lien Note (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 09/22) 5,334,928 5,313,697 5,334,928
+Added: 5,334,928 5,313,697 5,334,928
Holley Performance Products (Holley Purchaser, Inc.) (2.3%)* (7) (8) (11)
1 unchanged sentence
16,936,387 16,762,536 16,936,387
+Added: Home Care Assistance, LLC (0.9%)* (7) (8) (11)
+Added: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 03/21, Due 03/27) 6,805,814 6,609,104 6,608,932
+Added: 6,805,814 6,609,104 6,608,932
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: March 31, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
+Added: HTI Technology & Industries (1.70%)* (7) (20)
+Added: Electronic Component Manufacturing Second Lien Note (12.0% Cash, 4.8% PIK, Acquired 12/20, Due 09/24) $ 12,773,156 $ 12,268,357 $ 12,262,230
+Added: 12,773,156 12,268,357 12,262,230
HW Holdco, LLC (Hanley Wood LLC) (1.0%)* (7) (8) (11)
5 unchanged sentences
13,820,806 13,616,971 13,737,881
+Added: IGL Holdings III Corp.
+Added: (1.7%)* (7) (8) (11)
+Added: Commercial Printing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/26) 12,618,367 12,269,889 12,618,367
+Added: 12,618,367 12,269,889 12,618,367
IM Analytics Holding, LLC (d/b/a NVT) (0.9%)* (7) (8) (11)
2 unchanged sentences
8,188,461 8,132,009 6,788,234
−Removed: Institutional Shareholder Services, Inc.
−Removed: (0.9%)* (5) (7) (8) (10)
−Removed: Diversified Support Services Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 8.7% Cash, Acquired 03/19, Due 03/27) 4,951,685 4,826,396 4,803,134
+Added: INOS 19-090 GmbH (0.7%)* (3) (7) (8) (15)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 6.1%, 6.1% Cash, Acquired 12/20, Due 12/27) 5,447,702 5,460,878 5,269,155
5,447,702 5,460,878 5,269,155
−Removed: International Wire Group Inc.
−Removed: Electrical Components & Equipment Second Lien Senior Secured Note (10.8% Cash, Acquired 08/20, Due 08/21) 2,500,000 2,262,170 2,237,500
+Added: International Precision Components (0.9%)* (7) (20)
+Added: Plastic Injection Molding Second Lien Loan (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 10/24) 6,825,092 6,723,232 6,756,841
6,825,092 6,723,232 6,756,841
9 unchanged sentences
8,535,975 8,266,553 8,450,616
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: September 30, 2020
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
−Removed: JetBlue 2019-1 Class B Pass Through Trust (1.0%)* (5)
−Removed: Airlines Structured Secured Note - Class B (8.0% Cash, Acquired 08/20, Due 11/27) $ 5,000,000 $ 5,000,000 $ 5,163,463
+Added: Jedson Engineering, Inc.
(0.4%)* (7) (20)
−Removed: Kenan Advantage Group Inc.
+Added: Engineering & Construction Management First Lien Loan (12.0% Cash, 3.0% PIK, Acquired 12/20, Due 06/22) 3,000,000 3,000,000 3,000,000
3,000,000 3,000,000 3,000,000
−Removed: Trucking First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.0% Cash, Acquired 08/18, Due 07/22) 4,276,698 4,274,962 4,103,363
+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 5,382,580
4,721,693 4,721,693 5,382,580
+Added: Kano Laboratories LLC (1.2%)* (7) (8) (11)
+Added: Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 11/20, Due 09/26) 8,845,864 8,592,780 8,845,864
+Added: Partnership Equity (203.2 units, Acquired 11/20) 203,198 200,281
+Added: 8,845,864 8,795,978 9,046,145
Kene Acquisition, Inc.
2 unchanged sentences
7,280,199 7,165,384 7,214,531
+Added: Kona Buyer, LLC (3.4%)* (7) (8) (11)
+Added: High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/20, Due 12/27) 25,000,000 24,401,937 24,551,000
+Added: 25,000,000 24,401,937 24,551,000
LAC Intermediate, LLC (f/k/a Lighthouse Autism Center) (4.7%)* (7) (8) (11)
2 unchanged sentences
34,387,034 33,871,464 33,936,626
−Removed: Learfield Communications, LLC (1.3%)* (5) (8) (9) (19)
−Removed: First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, Acquired 08/20, Due 12/23) 137,159 96,697 116,184
−Removed: First Lien Senior Secured Term Loan (PRIME + 2.00%, 5.3% Cash, 10.0% PIK, Acquired 08/20, Due 12/23) 7,000,000 6,931,678 6,947,500
+Added: LAF International (1.2%)* (3) (7) (8) (15)
+Added: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 8,567,933 8,646,286 8,423,077
8,567,933 8,646,286 8,423,077
−Removed: LTI Holdings, Inc.
−Removed: (Boyd Corporation) (2.1%)* (5) (6) (8) (9)
−Removed: Industrial Conglomerates First Lien Senior Secured Term Loan (LIBOR + 3.5%, 3.6% Cash, Acquired 09/18, Due 09/25) 11,760,000 11,809,119 10,905,518
+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) (8) (9)
136,446 96,195 125,315
−Removed: Mallinckrodt Plc (0.5%)* (5) (6) (8) (10)
−Removed: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 2.75%, 3.5% Cash, Acquired 08/18, Due 09/24) 3,229,053 3,220,610 2,702,329
+Added: First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.0% Cash, 10.2% PIK, Acquired 08/20, Due 12/23) (11)
7,365,032 7,305,433 7,352,732
−Removed: MB2 Dental Solutions, LLC (1.5%)* (5) (7) (8) (10)
−Removed: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.6% Cash, Acquired 09/19, Due 09/23) 7,970,743 7,900,309 7,869,116
7,501,478 7,401,628 7,478,047
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: March 31, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
+Added: Legal Solutions Holdings (1.4%)* (7) (20)
+Added: Business Services Senior Subordinated Loan (6.0% Cash, 10.0% PIK, Acquired 12/20, Due 03/22) $ 10,663,569 $ 9,862,913 $ 9,863,801
+Added: 10,663,569 9,862,913 9,863,801
+Added: LivTech Purchaser, Inc.
+Added: (0.1%)* (7) (8) (11)
+Added: Business Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 01/21, Due 12/25) 552,248 540,237 539,748
+Added: 552,248 540,237 539,748
Media Recovery, Inc.
(SpotSee) (1.0%)* (7) (8)
−Removed: Containers, Packaging and Glass First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/19, Due 11/25) 2,227,543 2,188,757 2,135,693
+Added: Containers, Packaging & Glass First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 11/25) (11)
2,955,281 2,906,802 2,903,564
+Added: First Lien Senior Secured Term Loan (GBP LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 12/26) (14)
+Added: 4,584,486 4,347,360 4,504,258
+Added: 7,539,767 7,254,162 7,407,822
+Added: Modern Star Holdings Bidco Pty Limited.
+Added: (0.6%)* (3) (7) (8) (18)
+Added: Non-durable Consumer Goods First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/26) 4,672,838 4,440,698 4,488,221
+Added: 4,672,838 4,440,698 4,488,221
+Added: MSG National Properties (0.3%)* (3) (7) (8) (11)
+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 2,392,506 2,523,303
+Added: 2,461,759 2,392,506 2,523,303
+Added: Murphy Midco Limited (0.6%)* (3) (7) (8) (13)
+Added: Media, Diversified & Production First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 11/20, Due 11/27) 4,683,649 4,262,242 4,472,750
+Added: 4,683,649 4,262,242 4,472,750
Music Reports, Inc.
2 unchanged sentences
5,578,990 5,450,971 5,523,200
−Removed: Neuberger Berman CLO Ltd:
−Removed: Series 2020-36A (0.5%)* (3) (5) (8) (10)
−Removed: Structured Finance Structured Secured Note - Class E (LIBOR + 7.81%, 8.1% Cash, Acquired 03/20, Due 04/33) 2,500,000 2,476,304 2,499,470
+Added: Navia Benefit Solutions, Inc.
(0.8%)* (7) (8) (11)
+Added: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 02/21, Due 02/27) 6,000,000 5,829,009 5,825,000
+Added: 6,000,000 5,829,009 5,825,000
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (1.6%)* (7) (8) (9)
1 unchanged sentence
11,825,516 11,785,078 11,683,609
−Removed: Nouryon Finance B.V.
−Removed: (Starfruit US Holdco, LLC) (0.4%)* (3) (5) (8) (9)
−Removed: Specialty Chemicals First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.2% Cash, Acquired 03/20, Due 10/25) 1,984,491 1,790,303 1,918,586
+Added: Odeon Cinemas Group Limited (0.5%)* (3) (7)
+Added: Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (10.75% Cash, Acquired 02/21, Due 08/23) 1,376,251 1,332,439 1,390,014
+Added: First Lien Senior Secured Term Loan (10.75% Cash, Acquired 02/21, Due 08/23) 2,478,707 2,472,983 2,503,494
3,854,958 3,805,422 3,893,508
+Added: Omni Intermediate Holdings, LLC (1.2%)* (7) (8) (9)
+Added: Transportation First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 9,000,000 8,739,450 8,752,500
+Added: 9,000,000 8,739,450 8,752,500
Options Technology Ltd.
2 unchanged sentences
9,771,813 9,569,224 9,628,377
+Added: Pacific Health Supplies Bidco Pty Limited (1.2%)* (3) (7) (8) (18)
+Added: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.5% Cash, Acquired 12/20, Due 12/25) 9,196,755 8,642,055 8,914,484
+Added: 9,196,755 8,642,055 8,914,484
Pare SAS (SAS Maurice MARLE) (0.7%)* (3) (7) (8) (16)
7 unchanged sentences
8,453,665 7,961,876 8,335,314
−Removed: Phoenix Services International LLC (0.5%)* (6) (8) (9)
−Removed: Steel First Lien Senior Secured Term Loan (LIBOR + 3.75%, 4.8% Cash, Acquired 08/18, Due 03/25) 2,932,331 2,941,028 2,800,376
−Removed: 2,932,331 2,941,028 2,800,376
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: September 30, 2020
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
−Removed: Playtika Holding Corp.
−Removed: (0.7%)* (5) (8) (10)
−Removed: Leisure, Amusement & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.1% Cash, Acquired 03/20, Due 12/24) $ 3,850,000 $ 3,569,560 $ 3,848,576
+Added: PerTronix, LLC (1.0%)* (7) (8) (12)
+Added: Automotive First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/20, Due 10/26) 7,287,692 7,184,750 7,287,692
7,287,692 7,184,750 7,287,692
2 unchanged sentences
3,137,901 2,686,018 3,085,003
+Added: Premium Franchise Brands, LLC (3.0%)* (7) (8) (11)
+Added: Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/26) 21,945,000 21,522,183 21,545,820
+Added: 21,945,000 21,522,183 21,545,820
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: March 31, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Process Equipment, Inc.
6 unchanged sentences
16,881,613 16,863,369 16,785,556
−Removed: Project Potter Buyer, LLC (Command Alkon) (1.9%)* (5) (7) (8) (9)
−Removed: Software First Lien Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 04/20, Due 04/27) 9,870,877 9,588,196 9,662,601
−Removed: Class A Units (104.4 units, Acquired 04/20) 104,384 136,564
−Removed: Class B Units (38,426.7 units, Acquired 4/20) — —
+Added: Protego Bidco B.V.
(1.2%)* (3) (7) (8) (15)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 9,208,487 8,955,994 8,771,084
+Added: 9,208,487 8,955,994 8,771,084
PSC UK Pty Ltd.
2 unchanged sentences
2,709,861 2,444,000 2,648,176
−Removed: Radiate HoldCo, LLC (0.3%)* (5) (8) (9)
−Removed: Cable & Satellite First Lien Senior Secured Term Loan (LIBOR + 3.5%, 4.3% Cash, Acquired 09/20, Due 09/26) 1,746,415 1,746,415 1,713,669
+Added: Questel Unite (2.8%)* (3) (7) (8) (15)
+Added: Business Services First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/27)
20,703,270 20,684,768 20,334,237
+Added: 20,703,270 20,684,768 20,334,237
+Added: Radwell International, LLC (1.9%)* (7) (8) (11)
+Added: Wholesale First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 12/26) 14,220,264 13,917,380 13,935,809
+Added: 14,220,264 13,917,380 13,935,809
Recovery Point Systems, Inc.
1 unchanged sentence
Technology First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 03/20, Due 07/26) 11,736,797 11,522,211 11,736,797
−Removed: 11,795,776 11,564,165 11,559,860
−Removed: Refinitiv US Holdings, Inc.
+Added: Partnership Equity (187,235 units, Acquired 03/21) 187,235 187,235
11,736,797 11,709,446 11,924,032
−Removed: Data Processing & Outsourced Services First Lien Senior Secured Term Loan (LIBOR + 3.25%, 3.4% Cash, Acquired 03/20, Due 10/25) 3,012,716 2,745,948 2,979,908
+Added: REP SEKO MERGER SUB LLC
(1.1%)* (7) (8) (11)
−Removed: Series 2019-6A
+Added: Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 7,671,682 7,447,161 7,660,913
7,671,682 7,447,161 7,660,913
−Removed: Structured Finance Structured Secured Note - Class D (LIBOR + 6.75%, 7.0% Cash, Acquired 03/20, Due 04/30) 2,000,000 1,649,961 1,849,426
+Added: RPX Corporation (2.3%)* (7) (8) (11)
+Added: Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/20, Due 10/25) 16,712,500 16,358,646 16,612,225
16,712,500 16,358,646 16,612,225
3 unchanged sentences
9,592,266 9,539,242 9,555,336
+Added: Safety Products Holdings, LLC (2.1%)* (7) (8) (9)
+Added: Non-durable Consumer Goods First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 12/26) 15,574,673 15,099,325 15,127,000
+Added: Preferred Stock (372.1 shares, Acquired 12/20) 372,088 372,090
+Added: 15,574,673 15,471,413 15,499,090
Scaled Agile, Inc.
2 unchanged sentences
4,847,151 4,811,132 4,847,151
−Removed: SCI Packaging Inc.
+Added: Serta Simmons Bedding LLC
(1.5%)* (8) (9)
−Removed: Metal & Glass Containers First Lien Senior Secured Term Loan (LIBOR + 3.25%, 3.5% Cash, Acquired 08/18, Due 04/24) 4,923,664 4,915,618 4,612,882
+Added: Home Furnishings Super Priority First Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 7,405,891 7,232,172 7,475,950
+Added: Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 3,634,684 3,378,205 3,463,163
11,040,575 10,610,377 10,939,113
−Removed: Seaworld Entertainment, Inc.
+Added: Sigmatek Systems, LLC (1.3%)* (7) (8) (11)
+Added: High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 01/21, Due 01/27) 9,975,000 9,782,539 9,787,825
9,975,000 9,782,539 9,787,825
−Removed: Leisure Facilities First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.1% Cash, Acquired 08/18, Due 03/24) 5,923,469 5,916,134 5,498,934
+Added: SISU ACQUISITIONCO., INC.
(1.9%)* (7) (8) (11)
−Removed: Serta Simmons Bedding LLC
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/20, Due 12/26) 14,097,503 13,826,164 13,841,069
14,097,503 13,826,164 13,841,069
−Removed: Home Furnishings Super Priority First Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 7,443,107 7,235,952 7,331,460
−Removed: Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 3,652,949 3,381,618 2,969,848
+Added: SMA Holdings, Inc.
(1.0%)* (7) (20)
+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) 286,781 250,978
+Added: 7,000,000 7,006,781 6,970,978
Smile Brands Group Inc.
2 unchanged sentences
5,861,902 5,825,907 5,768,111
−Removed: Springbrook Software (SBRK Intermediate, Inc.) (1.9%)* (5) (7) (8) (10)
−Removed: Enterprise Software and Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 10,442,083 10,214,537 10,191,155
−Removed: 10,442,083 10,214,537 10,191,155
−Removed: Syniverse Holdings, Inc.
+Added: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 10/24) (11)
9,287,715 9,024,221 9,033,598
−Removed: Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/18, Due 03/23) 10,263,158 10,235,328 7,876,974
15,149,617 14,850,128 14,801,709
1 unchanged sentence
Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: September 30, 2020
−Removed: Portfolio Company Industry Type of Investment (1) (2)
+Added: March 31, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
Amount Cost Fair
−Removed: Tahoe Subco 1 Ltd.
−Removed: (Almonde, Inc.) (2.1%)* (3) (5) (6) (8) (11)
−Removed: Internet Software & Services First Lien Senior Secured Term Loan (LIBOR + 3.5%, 4.5% Cash, Acquired 09/18, Due 06/24) $ 11,828,390 $ 11,836,116 $ 11,032,931
+Added: SN BUYER, LLC (3.4%)* (7) (8) (11)
+Added: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 11/26) $ 25,000,000 $ 24,519,748 $ 24,650,000
25,000,000 24,519,748 24,650,000
−Removed: Team Health Holdings, Inc.
+Added: Springbrook Software (SBRK Intermediate, Inc.) (1.3%)* (7) (8) (11)
+Added: Enterprise Software & Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 9,303,664 9,114,611 9,265,286
9,303,664 9,114,611 9,265,286
−Removed: Health Care Services First Lien Senior Secured Term Loan (LIBOR + 2.75%, 3.8% Cash, Acquired 09/18, Due 02/24) 6,840,506 6,664,086 5,719,416
+Added: SPT Acquico Limited (0.4%)* (3) (7) (8) (11)
+Added: High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 01/21, Due 12/27) 2,658,312 2,593,530 2,591,854
2,658,312 2,593,530 2,591,854
+Added: SSCP Pegasus Midco Limited (1.6%)* (3) (7) (8) (14)
+Added: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 6.8% Cash, Acquired 12/20, Due 11/27) 12,072,963 11,049,371 11,399,247
+Added: 12,072,963 11,049,371 11,399,247
+Added: Syniverse Holdings, Inc.
+Added: (2.4%)* (8) (11)
+Added: Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/18, Due 03/23) 17,435,517 16,149,215 17,175,903
+Added: 17,435,517 16,149,215 17,175,903
The Hilb Group, LLC
1 unchanged sentence
Insurance Brokerage First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 11,636,693 11,391,659 11,229,409
+Added: First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/19, Due 12/26) 3,646,217 3,435,906 3,448,894
15,282,910 14,827,565 14,678,303
10 unchanged sentences
24,444,375 24,293,447 23,637,711
−Removed: Triumph Group Inc.
+Added: Trident Maritime Systems, Inc.
(3.4%)* (7) (8) (9)
−Removed: Aerospace & Defense First Lien Senior Secured Note (8.9% Cash, Acquired 08/20, Due 06/24) 3,266,000 3,266,000 3,478,290
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/21, Due 02/27) 25,000,000 24,570,501 24,562,500
25,000,000 24,570,501 24,562,500
Truck-Lite Co., LLC (3.1%)* (7) (8) (11)
−Removed: Automotive Parts and Equipment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/19, Due 12/26) 19,468,270 19,062,504 18,080,155
+Added: Automotive Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/19, Due 12/26) 22,296,635 21,918,311 22,252,041
22,296,635 21,918,311 22,252,041
3 unchanged sentences
16,185,659 16,400,662 16,490,359
−Removed: Anesthesia Partners, Inc.
+Added: Tuf-Tug, Inc.
(0.0%)* (7) (20)
−Removed: Managed Health Care First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.0% Cash, Acquired 09/18, Due 06/24) 13,481,027 13,524,906 12,705,868
+Added: Safety Equipment Manufacturer Common Stock (24.6 shares, Acquired 12/20) 385,047 —
+Added: Turf Products, LLC (1.2%)* (7) (20)
+Added: Landscaping & Irrigation Equipment Distributor Senior Subordinated Debt (10.0% Cash, Acquired 12/20, Due 10/23) 8,697,056 8,383,962 8,436,144
8,697,056 8,383,962 8,436,144
+Added: Gas & Electric, Inc.
+Added: (0.2%)* (7) (20)
+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) (21)
+Added: 2,485,469 — —
+Added: 4,770,719 1,785,250 1,785,250
Silica Company (0.2%)* (3) (8) (9)
3 unchanged sentences
Technology First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 6.8% Cash, Acquired 09/20, Due 9/27) 12,541,181 11,365,814 12,453,392
−Removed: Super Senior Secured Term Loan (GBP LIBOR + 3.25%, 3.3% Cash, Acquired 09/20, Due 3/27) 6,248,763 6,033,283 6,061,300
12,541,181 11,365,814 12,453,392
−Removed: USF Holdings LLC (U.S.
−Removed: Farathane, LLC) (0.5%)* (6) (8) (10)
−Removed: Auto Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 3.5%, 4.5% Cash, Acquired 08/18, Due 12/21) 3,088,580 3,093,550 2,665,444
−Removed: 3,088,580 3,093,550 2,665,444
USLS Acquisition, Inc.
2 unchanged sentences
16,305,092 16,096,032 15,408,312
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: March 31, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Utac Ceram (1.4%)* (3) (7) (8)
1 unchanged sentence
$ 1,762,949 $ 1,701,654 $ 1,714,468
+Added: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 5.8% Cash, Acquired 02/21, Due 09/27) (10)
+Added: 8,491,000 8,288,343 8,257,498
+Added: 10,253,949 9,989,997 9,971,966
Validity, Inc.
2 unchanged sentences
5,013,118 4,891,028 4,767,474
+Added: W2O Holdings, Inc.
+Added: (0.0%)* (7) (8)
+Added: Healthcare Technology Undrawn Delayed Draw Term Loan (LIBOR + 5.0%, 5.0% Cash, Acquired 10/20, Due 06/25) — (111,213) —
+Added: — (111,213) —
Winebow Group, LLC, (The) (2.3%)* (8) (9)
3 unchanged sentences
17,741,425 16,480,978 16,900,034
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: September 30, 2020
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
World 50, Inc.
1 unchanged sentence
Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 01/20, Due 01/26) 3,304,887 3,214,069 3,304,887
+Added: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 09/20, Due 01/26) 9,077,684 8,890,933 8,896,130
12,382,571 12,105,002 12,201,017
4 unchanged sentences
25,158,270 28,950,050
+Added: JSC Tekers Holdings (0.7%)* (3) (7) (20)
+Added: Real Estate Management Preferred Stock (9,159,085 shares, Acquired 12/20) 4,753,000 4,945,906
+Added: Common Stock (3,201 shares, Acquired 12/20) — —
+Added: 4,753,000 4,945,906
+Added: Security Holdings B.V.
+Added: (4.8%)* (3) (7) (20)
+Added: Electrical Engineering Bridge Loan (5.0% PIK, Acquired 12/20, Due 05/22) 5,451,205 5,451,207 5,451,205
+Added: Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) 8,815,745 8,815,746 8,815,745
+Added: Common Stock (1,099.5 shares, Acquired 12/20) 21,264,000 20,955,588
+Added: 14,266,950 35,530,953 35,222,538
Thompson Rivers LLC (4.3%)* (3)
2 unchanged sentences
Subtotal Affiliate Investments (13.8%) 14,266,950 95,442,223 100,429,674
+Added: Control Investments:
+Added: MVC Automotive Group Gmbh (1.9%)* (3) (7) (20)
+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 6,922,044
+Added: 7,149,166 16,702,166 14,071,210
+Added: MVC Private Equity Fund LP (1.1%)* (3) (20)
+Added: Investment Funds & Vehicles General Partnership Interest 224,978 194,174
+Added: Limited Partnership Interest 8,899,284 7,646,750
+Added: 9,124,262 7,840,924
+Added: Waccamaw River LLC (0.6%)* (3)
+Added: Investment Funds & Vehicles 50% Member Interest, Acquired 02/21 4,500,000 4,474,228
+Added: 4,500,000 4,474,228
+Added: Subtotal Control Investments (3.6%) 7,149,166 30,326,428 26,386,362
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: March 31, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Short-Term Investments:
2 unchanged sentences
35,001,688 34,998,190
−Removed: Federated Investment Management Company (30.4%)* (6)
−Removed: Money Market Fund Federated Government Obligation Fund (0.01% yield) 160,046,690 160,046,690
−Removed: 160,046,690 160,046,690
−Removed: HSBC Holdings PLC (0.5%)* (5)
−Removed: Money Market Fund HSBC Funds U.S.
−Removed: Government Money Market Fund (0.03% yield) 2,600,330 2,600,330
−Removed: 2,600,330 2,600,330
JPMorgan Chase & Co.
2 unchanged sentences
Subtotal Short-Term Investments (10.1%) 73,569,174 73,565,676
−Removed: Total Investments, September 30, 2020 (212.23%)* $ 929,268,108 $ 1,131,890,712 $ 1,116,271,641
+Added: Total Investments, March 31, 2021 (220.1%)* $ 1,451,926,120 $ 1,588,550,588 $ 1,602,123,737
+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 $ 12,000,000 $ (1,600,000)
+Added: Total Credit Support Agreement, March 31, 2021 $ (1,600,000)
+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 1 – Organization, Business and Basis of Presentation”) 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 (20).
+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:
Description Notional Amount to be Purchased Notional Amount to be Sold Settlement Date Unrealized Appreciation (Depreciation)
−Removed: Foreign currency forward contract (CAD) C$13,495,000 $10,081,420 10/02/20 $ 21,550
−Removed: Foreign currency forward contract (CAD) $10,255,950 C$13,495,000 10/02/20 152,979
+Added: Foreign currency forward contract (AUD) $785,238 A$1,013,380 04/06/21 $ 13,397
+Added: Foreign currency forward contract (AUD) A$1,013,380 $773,688 04/06/21 (1,847)
+Added: Foreign currency forward contract (AUD) $545,678 A$714,511 07/07/21 1,269
Foreign currency forward contract (EUR) €5,800,000 $6,809,925 04/01/21 6,812
1 unchanged sentence
Foreign currency forward contract (EUR) €13,762,578 $16,201,506 04/06/21 (26,356)
+Added: Foreign currency forward contract (EUR) $24,184,783 €20,518,045 07/07/21 22,423
Foreign currency forward contract (GBP) $33,170,791 £24,072,758 04/06/21 (42,405)
4 unchanged sentences
Foreign currency forward contract (SEK) $176,315 1,530,825kr 07/07/21 533
−Removed: Total Foreign Currency Forward Contracts, September 30, 2020 $ 149,441
+Added: Total Foreign Currency Forward Contracts, March 31, 2021 $ 232,705
+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 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 an independent valuation firm that has been engaged to assist in the valuation of the Company's senior secured, 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 LIBOR, EURIBOR, GBP LIBOR, 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.
+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: (2) All of the Company’s portfolio company investments (including joint venture and short-term investments), which as of September 30, 2020 represented 212.2 % of the Company’s net assets, are subject to legal restrictions on sales.
+Added: (2) All of the Company’s portfolio company investments (including joint venture and short-term investments), which as of March 31, 2021 represented 220.1% of the Company’s net assets, are subject to legal restrictions on sales.
The acquisition date represents the date of the Company's initial investment in the relevant portfolio company.
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: September 30, 2020
(3) Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act.
−Removed: Non-qualifying assets represent 19.2 % of total investments at fair value as of September 30, 2020.
+Added: Non-qualifying assets repres en t 25.5% o f tot al investments at fair value as of March 31, 2021.
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: (4) 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 of the portfolio company's voting securities (“non-controlled affiliate”).
−Removed: Transactions related to investments in non-controlled affiliates for the nine months ended September 30, 2020 were listed below:
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: March 31, 2021
+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 three months ended March 31, 2021 were as follows:
Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) Amount of Interest or Dividends Credited to Income(b) December 31, 2020
Value Gross Additions
−Removed: (c) Gross Reductions (d) September 30, 2020
+Added: (c) Gross Reductions (d) March 31, 2021
Portfolio Company Type of Investment(a)
+Added: Advantage Insurance, Inc.
+Added: Preferred Stock (587,001 shares) $ (76,631) $ — $ 71,500 $ 5,946,641 $ — $ 5,946,641 $ —
+Added: (76,631) — 71,500 5,946,641 — 5,946,641 —
Jocassee Partners LLC 9.1% Member Interest — 1,326,230 — 22,623,820 6,326,230 — 28,950,050
— 1,326,230 — 22,623,820 6,326,230 — 28,950,050
+Added: JSC Tekers Holdings (e)
+Added: Common Stock (3,201 shares) — 192,909 — 4,753,000 192,909 3 4,945,906
+Added: Preferred Stock (9,159,085 shares) — — — — — — —
+Added: — 192,909 — 4,753,000 192,909 3 4,945,906
+Added: Security Holdings B.V (e)
+Added: Bridge Loan (5.0% PIK 5/31/2021) — — 68,140 5,187,508 263,697 — 5,451,205
+Added: Senior Subordinated Loan (3.1% PIK) — — 68,322 8,746,454 69,291 — 8,815,745
+Added: Common Equity Interest — (373,782) — 21,329,370 — 373,782 20,955,588
+Added: — (373,782) 136,462 35,263,332 332,988 373,782 35,222,538
Thompson Rivers LLC 24.7% Member Interest — 1,299,340 — 10,011,840 21,299,340 — 31,311,180
7 unchanged sentences
Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
−Removed: (5) 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: (6) 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: (e) The fair value of the investment was determined using significant unobservable inputs.
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: March 31, 2021
+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 three months ended March 31, 2021 in which the portfolio company is deemed to be a "Control Investment" of the Company are as follows:
+Added: Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) Amount of Interest or Dividends Credited to Income(b) December 31, 2020
+Added: Value Gross Additions
+Added: (c) Gross Reductions (d) March 31, 2021
+Added: Portfolio Company Type of Investment(a)
+Added: MVC Automotive Group GmbH (e)
+Added: Common Equity Interest $ — $ (2,660,324) $ — $ 9,582,368 $ — $ 2,660,324 $ 6,922,044
+Added: Bridge Loan (6.0% PIK 12/31/2021) — — 107,237 7,149,166 — — 7,149,166
+Added: — (2,660,324) 107,237 16,731,534 — 2,660,324 14,071,210
+Added: MVC Private Equity Fund LP (e)
+Added: Limited Partnership Interest — (1,252,534) — 8,899,284 — 1,252,534 7,646,750
+Added: General Partnership Interest — (30,804) 160,113 224,978 — 30,804 194,174
+Added: — (1,283,338) 160,113 9,124,262 — 1,283,338 7,840,924
+Added: Waccamaw River LLC 50% Member Interest — (25,772) — — 4,500,000 25,772 4,474,228
+Added: — (25,772) — — 4,500,000 25,772 4,474,228
+Added: Total Control Investments $ — $ (3,969,434) $ 267,350 $ 25,855,796 $ 4,500,000 $ 3,969,434 $ 26,386,362
+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.
(8) Debt investment includes interest rate floor feature.
−Removed: (9) The interest rate on these loans is subject to 1 Month LIBOR, which as of September 30, 2020 was 0.14825%.
−Removed: (10) The interest rate on these loans is subject to 3 Month LIBOR, which as of September 30, 2020 was 0.23388%.
−Removed: (11) The interest rate on these loans is subject to 6 Month LIBOR, which as of September 30, 2020 was 0.25975%.
−Removed: (12) The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of September 30, 2020 was 0.06088%.
−Removed: (13) The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of September 30, 2020 was 0.08750%.
−Removed: (14) The interest rate on these loans is subject to 3 Month EURIBOR, which as of September 30, 2020 was -0.498%.
−Removed: (15) The interest rate on these loans is subject to 6 Month EURIBOR, which as of September 30, 2020 was -0.480%.
−Removed: (16) The interest rate on these loans is subject to 3 Month STIBOR, which as of September 30, 2020 was -0.084%.
−Removed: (17) The interest rate on these loans is subject to 2 Month LIBOR, which as of September 30, 2020 was 0.19388%.
−Removed: (18) The interest rate on these loans is subject to 1 month GBP LIBOR, which as of September 30, 2020 was 0.04538%.
−Removed: (19) The interest rate on these loans is subject to Prime, which as of September 30, 2020 was 3.25% .
−Removed: (20) The interest rate on these loans is subject to 1 Month EURIBOR, which as of September 30, 2020 was -0.529%.
+Added: (9) The interest rate on these loans is subject to 1 Month LIBOR, which as of March 31, 2021 was 0.11113%.
+Added: (10) The interest rate on these loans is subject to 2 Month LIBOR, which as of March 31, 2021 was 0.13363%.
+Added: (11) The interest rate on these loans is subject to 3 Month LIBOR, which as of March 31, 2021 was 0.19425%.
+Added: (12) The interest rate on these loans is subject to 6 Month LIBOR, which as of March 31, 2021 was 0.20525%.
+Added: (13) The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of March 31, 2021 was 0.08788%.
+Added: (14) The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of March 31, 2021 was 0.11275%.
+Added: (15) The interest rate on these loans is subject to 3 Month EURIBOR, which as of March 31, 2021 was -0.53800%.
+Added: (16) The interest rate on these loans is subject to 6 Month EURIBOR, which as of March 31, 2021 was -0.50900%.
+Added: (17) The interest rate on these loans is subject to 3 Month STIBOR, which as of March 31, 2021 was -0.01100%.
+Added: (18) The interest rate on these loans is subject to 1 Month BBSY, which as of March 31, 2021 was 0.01470%.
+Added: (19) The interest rate on these loans is subject to 12 Month LIBOR, which as of March 31, 2021 was 0.28313%.
+Added: (20) Investment was purchased as part of the MVC Acquisition and is part of the Reference Portfolio for purposes of the Credit Support Agreement.
+Added: (21) In 2017, MVC 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’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, 2020
−Removed: Portfolio Company Industry Type of Investment (1) (2)
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
Amount Cost Fair
4 unchanged sentences
29,000,000 28,490,102 28,420,000
−Removed: 24 Hour Fitness Worldwide, Inc.
−Removed: (0.6%)* (4) (6) (8)
−Removed: 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
−Removed: 4,612,441 4,652,772 3,475,889
Accelerate Learning, Inc.
5 unchanged sentences
24,500,000 24,251,575 20,506,500
−Removed: Acrisure, LLC (0.9%)* (6) (8)
−Removed: 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: 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
5,459,746 4,977,557 5,459,746
+Added: AEP Holdings, Inc.
(1.8%)* (7) (9)
−Removed: 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: Wholesale First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/25) (18)
4,362,794 4,143,810 4,275,538
+Added: 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)
1 unchanged sentence
9,425,284 9,265,301 9,335,155
−Removed: AlixPartners LLP (0.9%)* (6) (8)
−Removed: 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: Ahead DB Borrower, LLC.
(0.3%)* (7) (9) (12)
−Removed: Alliant Holdings LP (0.9%)* (6) (8)
−Removed: 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
+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
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.
6 unchanged sentences
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.
2 unchanged sentences
13,701,182 13,442,543 13,385,963
−Removed: Apex Tool Group, LLC (1.2%)* (4) (6) (8)
−Removed: 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
−Removed: 7,145,435 7,014,166 7,032,680
−Removed: Applied Systems Inc.
+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)
1,992,033 1,851,359 1,950,974
−Removed: 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: Subordinated Senior Unsecured Term Loan (8.0% PIK, Acquired 01/20, Due 07/27) 258,955 241,837 253,618
2,250,988 2,093,196 2,204,592
4 unchanged sentences
Arch Global Precision LLC (2.3%)* (7) (12)
−Removed: (1.4%)* (5) (7) (8)
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
16,649,218 16,496,045 16,557,510
−Removed: Armstrong Transport Group (Pele Buyer, LLC ) (0.8%)* (5) (7) (8)
−Removed: 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
−Removed: 4,679,427 4,581,840 4,575,617
−Removed: Ascend Learning, LLC (0.9%)* (6) (8)
−Removed: 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
−Removed: 4,961,928 4,971,130 4,989,864
−Removed: Ascensus Specialties, LLC
+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 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: 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
5,715,005 5,383,300 5,543,555
2 unchanged sentences
December 31, 2020
−Removed: Portfolio Company Industry Type of Investment (1) (2)
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
Amount Cost Fair
−Removed: ASPEQ Heating Group LLC (1.8%)* (5) (7) (8)
−Removed: 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: 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
+Added: 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
7,355,259 7,242,469 7,303,096
−Removed: AssuredPartners Capital, Inc.
+Added: Ascensus Specialties, LLC
(1.0%)* (7) (9) (10)
−Removed: 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: 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
7,019,401 6,959,939 6,978,909
+Added: ASPEQ Heating Group LLC (1.2%)* (7) (9) (12)
+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)
1 unchanged sentence
1,712,970 1,514,901 1,682,438
−Removed: Avantor, Inc.
−Removed: (0.3%)* (3) (6) (8)
−Removed: 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
−Removed: 1,477,017 1,494,467 1,489,320
−Removed: Aveanna Healthcare Holdings, Inc.
−Removed: (0.8%)* (6) (8)
−Removed: 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
−Removed: 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
−Removed: 5,003,307 4,988,285 4,816,245
AVSC Holding Corp.
(1.4%)* (9) (12)
−Removed: 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
−Removed: 7,879,699 7,843,898 7,840,301
−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 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: 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
1,979,540 1,793,950 1,983,083
3 unchanged sentences
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)
2 unchanged sentences
1,588,980 1,366,586 1,576,555
−Removed: Berlin Packaging LLC
−Removed: (1.5%)* (4) (5) (6) (8)
−Removed: 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: 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
7,500,000 8,347,000 8,347,000
−Removed: Blackhawk Network Holdings Inc.
+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
1,500,000 1,500,000 1,661,827
−Removed: 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
+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
8,667,451 7,989,566 8,191,066
5 unchanged sentences
7,532,846 7,490,785 7,361,851
−Removed: Capital Automotive LLC (0.9%)* (6) (8)
−Removed: 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
+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)
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: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2020
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
+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
CM Acquisitions Holdings Inc.
−Removed: (f/k/a Campaign Monitor (UK) Limited) (3.5%)* (5) (7) (8)
−Removed: Internet & Direct Marketing
−Removed: 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
(3.4%)* (7) (9) (13)
−Removed: Confie Seguros Holding II Co.
+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
24,655,278 24,287,477 24,196,657
−Removed: 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: 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
4,425,935 4,684,550 4,327,580
−Removed: Contabo Finco S.À R.L (0.9%)* (3) (5) (7) (8)
−Removed: 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: 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
22,166,804 21,617,585 21,603,475
−Removed: Container Store Group, Inc., (The) (0.5%)* (6) (7) (8)
−Removed: 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: Confie Seguros Holding II Co.
(0.3%)* (9) (12)
−Removed: Core & Main LP (0.7%)* (6) (8)
−Removed: 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: 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
2,500,000 2,370,563 2,233,600
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2019
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
−Removed: CPG Intermediate LLC (0.4%)* (6) (8)
−Removed: 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: Contabo Finco S.À R.L (0.2%)* (3) (7) (9) (18)
+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
1,483,377 1,310,386 1,454,918
−Removed: CPI International Inc.
+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
3,776,936 3,339,563 3,646,170
−Removed: 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: 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
43,137,108 34,662,565 34,662,565
3 unchanged sentences
12,310,907 12,092,929 12,188,061
−Removed: Dimora Brands, 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: 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: Discovery Education, Inc.
(3.7%)* (7) (9) (10)
+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
Distinct Holdings, Inc.
2 unchanged sentences
7,516,792 7,453,665 7,475,638
−Removed: Duff & Phelps Corporation (1.2%)* (4) (6) (8)
−Removed: 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: 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
2,232,173 1,939,189 2,176,655
−Removed: Edelman Financial Center, LLC, The (f/k/a Edelman Financial Group, Inc.) (0.9%)* (6) (8)
−Removed: 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: 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
4,604,374 4,604,374 4,604,374
−Removed: Endo International PLC (1.3%)* (3) (4) (6) (8)
−Removed: 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
+Added: Envision Healthcare Corp.
(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: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2020
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Exeter Property Group, LLC (2.6%)* (7) (9) (10)
1 unchanged sentence
19,363,647 19,100,177 18,976,374
−Removed: ExGen Renewables IV, LLC (f/k/a Exelon Corp.) (0.5%)* (3) (6) (8)
−Removed: 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
−Removed: 2,865,257 2,888,576 2,822,278
−Removed: Eyemart Express (0.6%)* (6) (8)
−Removed: 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
−Removed: 3,452,217 3,462,081 3,456,463
−Removed: Fieldwood Energy LLC
−Removed: (1.5%)* (4) (5) (6) (8)
−Removed: 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: 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
1,855,625 1,734,062 1,805,715
−Removed: Filtration Group Corporation (0.8%)* (6) (8)
−Removed: 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: 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
3,529,412 3,429,854 3,429,412
−Removed: Flex Acquisition Holdings, Inc.
+Added: Foundation Risk Partners, Corp.
(1.4%)* (7) (9) (12)
−Removed: 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: 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
10,511,999 10,164,448 10,179,073
−Removed: Frazer Consultants, LLC (d/b/a Tribute Technology) (1.3%)* (5) (7) (8)
−Removed: 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: 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
1,250,000 916,935 1,231,963
−Removed: Graftech International Ltd.
+Added: GTM Intermediate Holdings, Inc.
(0.9%)* (7) (23)
−Removed: 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
+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
5,115,750 6,143,371 6,143,371
2 unchanged sentences
1,048,305 944,246 788,105
−Removed: Harbor Freight Tools USA Inc.(1.0%)* (6) (8)
−Removed: 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
−Removed: 5,979,675 5,931,148 5,951,870
−Removed: Hayward Industries, Inc.
−Removed: (1.4%)* (4) (6) (8)
−Removed: 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: 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
7,500,000 7,500,000 7,738,286
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2019
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
Heartland, LLC (1.2%)* (7) (9) (12)
4 unchanged sentences
10,413,655 9,216,174 10,266,128
−Removed: Hertz Corporation (The) (1.0%)* (3) (6) (8)
−Removed: 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: First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 07/20, Due 09/26) (18)
1,092,757 820,169 1,092,757
−Removed: Holley Performance Products (Holley Purchaser, Inc.) (3.9%)* (5) (7) (8)
−Removed: 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
11,506,412 10,036,343 11,358,885
−Removed: Hub International Limited (0.9%)* (6) (8)
−Removed: 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
+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
1,000,000 833,749 978,180
−Removed: HW Holdco, LLC (f/k/a Hanley Wood LLC) (1.3%)* (5) (7) (8)
−Removed: 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: 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
5,307,799 5,286,568 5,286,568
−Removed: Hyland Software Inc.
+Added: Holley Performance Products (Holley Purchaser, Inc.) (2.4%)* (7) (9) (12)
+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
16,936,387 16,754,221 16,936,387
−Removed: 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: 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
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.
2 unchanged sentences
13,855,795 13,643,767 13,700,560
−Removed: IM Analytics Holding, LLC (d/b/a NVT) (1.6%)* (5) (7) (8)
−Removed: 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
−Removed: Warrant (77,265 units, Acquired 11/19) — —
+Added: IGL Holdings III Corp.
(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
14,025,147 13,635,887 13,626,360
−Removed: 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: IM Analytics Holding, LLC (d/b/a NVT) (1.0%)* (7) (9) (12)
+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
+Added: Warrant (68,950 units, Acquired 11/19) — —
8,209,191 8,147,872 6,982,738
−Removed: Infor Software Parent, LLC (0.9%)* (6) (8)
−Removed: 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
+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)
+Added: Amount Cost Fair
+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
12,275,911 11,888,699 11,934,913
3 unchanged sentences
4,951,685 4,830,132 4,951,685
−Removed: Internet Brands, Inc.(f/k/a Micro Holding Corp.) (0.7%)* (6) (8)
−Removed: 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: 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
7,000,000 6,895,000 6,895,000
−Removed: ION Trading Technologies Ltd.
+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
6,819,551 6,700,432 6,300,583
−Removed: 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: Jade Bidco Limited (Jane's)
(1.7%)* (3) (7) (9)
−Removed: IRB Holding Corporation (0.7%)* (6) (8)
−Removed: 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: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.8% Cash, 2.0% PIK, Acquired 11/19, Due 12/26) (13)
10,538,414 10,291,098 10,353,797
−Removed: Jade Bidco Limited (4.2%)* (3) (5) (7) (8)
−Removed: 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
−Removed: 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: First Lien Senior Secured Term Loan (EURIBOR + 4.5%, 4.5% Cash, 2.0% PIK, Acquired 11/19, Due 12/26) (19)
2,057,007 1,813,166 2,020,971
−Removed: Jaguar Holding Company I
12,595,421 12,104,264 12,374,768
−Removed: 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: Jedson Engineering, Inc.
(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
Kenan Advantage Group Inc.
2 unchanged sentences
4,265,453 4,263,951 4,217,125
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2019
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
Kene Acquisition, Inc.
−Removed: (1.1%)* (5) (7) (8)
+Added: (En Engineering) (1.0%)* (7) (9) (12)
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: K-Mac Holdings Corp.
−Removed: (0.2%)* (6) (8)
−Removed: 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
−Removed: 994,342 997,356 979,925
−Removed: (1.1%)* (6) (8)
−Removed: 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: 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
35,000,000 34,132,135 34,125,000
3 unchanged sentences
9,218,032 9,237,456 9,171,893
−Removed: LTI Holdings, Inc.
+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)
136,803 96,446 123,073
−Removed: 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: First Lien Senior Secured Term Loan (LIBOR + 3.00%, 3.2% Cash, 10.0% PIK, Acquired 08/20, Due 12/23) (12)
7,181,368 7,117,163 7,133,468
−Removed: Mallinckrodt Plc (0.5%)* (3) (4) (5) (6) (8)
−Removed: 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
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)
2 unchanged sentences
Media Recovery, Inc.
−Removed: (0.6%)* (5) (7) (8)
−Removed: 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: (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: Men's Wearhouse, Inc.
−Removed: (The) (1.4%)* (4) (6) (8)
−Removed: 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: Modern Star Holdings Bidco Pty Limited.
(1.4%)* (3) (7) (9) (22)
−Removed: Nautilus Power, LLC (0.6%)* (6) (8)
−Removed: 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: 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
10,482,797 9,973,821 10,101,881
+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)
+Added: Amount Cost Fair
+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
2,461,759 2,389,417 2,474,068
−Removed: 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: 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
9,904,416 9,228,222 9,508,239
−Removed: NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (2.1%)* (5) (7) (8)
−Removed: 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: Music Reports, Inc.
(0.8%)* (7) (9) (10)
−Removed: NVA Holdings, Inc.
+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
5,592,972 5,459,912 5,469,461
−Removed: 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: 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
2,500,000 2,476,562 2,501,790
−Removed: Omaha Holdings LLC (0.9%)* (6) (8)
−Removed: 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: NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (1.6%)* (7) (9) (10)
+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
11,855,804 11,813,315 11,645,956
−Removed: Omnitracs, LLC (0.8%)* (6) (8)
−Removed: 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: 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
10,000,000 9,700,263 9,700,000
3 unchanged sentences
9,796,552 9,583,342 9,633,049
−Removed: Ortho-Clinical Diagnostics Bermuda Co.
−Removed: (2.0%)* (4) (6) (8)
−Removed: 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: 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
18,489,367 17,237,355 17,919,335
2 unchanged sentences
4,817,430 4,305,403 4,683,024
−Removed: PAREXEL International Corp.
−Removed: (1.1%)* (4) (6) (8)
−Removed: 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
−Removed: 6,680,843 6,655,192 6,544,821
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2019
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
−Removed: Penn Engineering & Manufacturing Corp.
−Removed: (0.3%)* (6) (8)
−Removed: 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: 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: PeroxyChem Holdings, L.P.
+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: 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
8,616,411 7,952,336 8,423,403
−Removed: Phoenix Services International LLC (0.5%)* (6) (8)
−Removed: 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: 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: PODS Enterprises, Inc.
+Added: Playtika Holding Corp.
(0.5%)* (9) (12)
−Removed: 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: 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: Premier Technical Services Group (0.5%)* (3) (5) (7) (8)
+Added: Premier Technical Services Group (Project Graphite) (0.4%)* (3) (7) (9) (15)
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
3,108,900 2,681,906 3,039,998
−Removed: Pro Mach Inc.
−Removed: (1.0%)* (5) (6) (8)
−Removed: 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
−Removed: 5,909,774 5,893,603 5,847,013
−Removed: ProAmpac Intermediate Inc.
−Removed: (1.7%)* (4) (6) (8)
−Removed: 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: 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
25,000,000 24,501,666 24,500,000
Process Equipment, Inc.
−Removed: (1.1%)* (5) (7) (8)
+Added: (ProcessBarron) (0.8%)* (7) (9) (12)
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
8 unchanged sentences
2,684,817 2,439,292 2,614,299
−Removed: Qlik Technologies Inc.
−Removed: (Alpha Intermediate Holding, Inc.) (0.9%)* (6) (8)
−Removed: 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
−Removed: 4,974,555 4,974,727 4,977,689
−Removed: Red Ventures, LLC (1.0%)* (6) (8)
−Removed: 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: 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)
22,451,369 21,728,443 21,905,058
−Removed: RedPrairie Holding, Inc.
22,451,369 21,728,443 21,905,058
−Removed: 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: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2020
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
+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
14,264,053 13,916,962 13,914,053
−Removed: Renaissance Learning, Inc.
+Added: Recovery Point Systems, Inc.
(1.6%)* (7) (9) (10)
−Removed: 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: 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
11,795,776 11,572,084 11,766,287
−Removed: Reynolds Group Holdings Ltd.
+Added: REP SEKO MERGER SUB LLC
(1.2%)* (7) (9) (10)
−Removed: 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: 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
8,545,455 8,290,487 8,345,456
−Removed: Ruffalo Noel Levitz, LLC (1.7%)* (5) (7) (8)
−Removed: 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: 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
17,500,000 17,110,715 17,106,250
−Removed: Scaled Agile, Inc.
+Added: Series 2019-6A
(0.3%)* (3) (12)
−Removed: 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: 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
2,000,000 1,661,539 2,000,124
−Removed: SCI Packaging Inc.
+Added: Ruffalo Noel Levitz, LLC
(1.3%)* (7) (9) (12)
−Removed: 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: 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
9,616,736 9,552,719 9,567,718
−Removed: Seadrill Ltd.
+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)
18,108,567 17,559,056 17,555,609
−Removed: 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: Common Stock (424.1 units, Acquired 12/20) 424,088 424,090
18,108,567 17,983,144 17,979,699
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2019
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
−Removed: Seaworld Entertainment, Inc.
+Added: Scaled Agile, Inc.
(0.7%)* (7) (9) (10)
−Removed: 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: 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
4,845,720 4,807,839 4,797,263
Serta Simmons Bedding LLC
−Removed: 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
(1.5%)* (9) (10)
−Removed: SIWF Holdings, Inc.
+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: 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: SISU ACQUISITIONCO., INC.
(2.2%)* (7) (9) (12)
−Removed: SK Blue Holdings, LP (0.7%)* (6) (7) (8)
−Removed: 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: 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: Smile Brands Group Inc.
+Added: SMA Holdings, Inc.
(1.0%)* (7) (23)
−Removed: 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: 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
7,000,000 7,006,781 7,006,781
−Removed: Solenis International, LLC (f/k/a
−Removed: Solenis Holdings, L.P.) (1.4%)* (5) (6) (8)
−Removed: 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: Smile Brands Group Inc.
(2.1%)* (7) (9) (12)
−Removed: SonicWALL, Inc.
+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
+Added: 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
15,191,600 14,872,442 14,848,654
−Removed: 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: 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
35,000,000 34,304,393 34,300,000
Springbrook Software (SBRK Intermediate, Inc.) (1.3%)* (7) (9) (12)
−Removed: 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
−Removed: 10,520,990 10,269,533 10,294,130
−Removed: SRS Distribution, Inc.
−Removed: (0.9%)* (6) (8)
−Removed: 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
−Removed: 4,974,811 4,899,772 4,930,038
−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 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: 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
17,664,989 16,498,614 16,733,353
3 unchanged sentences
17,480,454 16,048,735 15,749,365
−Removed: Tahoe Subco 1 Ltd.
−Removed: (2.6%)* (3) (4) (6) (8)
−Removed: 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
−Removed: 14,800,754 14,806,789 14,677,463
Team Health Holdings, Inc.
2 unchanged sentences
6,822,785 6,659,174 6,058,906
−Removed: Tempo Acquisition LLC (1.0%)* (6) (8)
−Removed: 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
−Removed: 5,589,753 5,606,977 5,618,876
+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)
+Added: Amount Cost Fair
The Hilb Group, LLC
+Added: (2.1%)* (7) (9)
Insurance Brokerage First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) (11)
$ 11,667,719 $ 11,413,365 $ 11,541,707
−Removed: Total Safety U.S.
+Added: First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/19, Due 12/26) (12)
3,602,001 3,374,934 3,373,303
+Added: 15,269,720 14,788,299 14,915,010
+Added: Total Safety U.S.
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
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)
2 unchanged sentences
Truck-Lite Co., LLC (3.0%)* (7) (9) (12)
−Removed: 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
+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
22,352,885 21,960,470 21,791,827
1 unchanged sentence
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
−Removed: LLC Units (361.5 units, Acquired 09/18) 361,505 597,581
+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: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2019
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
−Removed: Anesthesia Partners, Inc.
+Added: Tuf-Tug, Inc.
(0.1%)* (7) (23)
−Removed: 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: Safety Equipment Manufacturer Common Stock (24.6 shares, Acquired 12/20) 385,047 $ 385,047
385,047 385,047
−Removed: Silica Company (0.2%)* (3) (4) (5) (8)
−Removed: 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: 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
8,697,056 8,383,962 8,383,962
−Removed: USF Holdings LLC (0.5%)* (6) (7) (8)
−Removed: 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: Gas & Electric, Inc.
(0.2%)* (7) (23)
−Removed: USIC Holdings, Inc.
+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)
2,485,469 — —
−Removed: 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
4,770,719 1,785,250 1,785,250
−Removed: USI Holdings Corp.
+Added: Silica Company (0.2%)* (3) (9) (10)
+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: 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: 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
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.
2 unchanged sentences
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.
2 unchanged sentences
5,025,862 4,896,882 4,586,098
−Removed: Venator Materials LLC (0.3%)* (3) (6) (8)
−Removed: 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
−Removed: 1,562,199 1,566,972 1,547,873
−Removed: Veritas Bermuda Intermediate Holdings Ltd.
−Removed: (0.8%)* (6) (8)
−Removed: 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
−Removed: 4,961,735 4,784,696 4,767,235
−Removed: VF Holding Corp.
−Removed: (2.1%)* (4) (5) (6) (8)
−Removed: 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: W2O Holdings, Inc.
(0.0%)* (7) (9)
−Removed: Wilsonart, LLC (0.9%)* (6) (8)
−Removed: 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: Healthcare Technology Undrawn Delayed Draw Term Loan (LIBOR + 5.0%, 5.0% Cash, Acquired 10/20, Due 06/25) — (115,981) (104,214)
— (115,981) (104,214)
3 unchanged sentences
7,141,980 4,813,864 5,713,584
−Removed: Wink Holdco, Inc.
17,741,425 14,927,374 15,404,127
−Removed: 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
−Removed: 3,969,620 3,967,724 3,972,121
+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)
+Added: Amount Cost Fair
+Added: World 50, Inc.
(1.7%)* (7) (9) (10)
−Removed: 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
+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
+Added: 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
12,413,798 12,123,166 12,253,627
1 unchanged sentence
Affiliate Investment:
+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
Jocassee Partners LLC (3.2%)* (3)
1 unchanged sentence
20,158,270 22,623,820
−Removed: Subtotal Affiliate Investment 10,158,270 10,229,813
−Removed: Barings BDC, Inc.
−Removed: Consolidated Schedule of Investments — (Continued)
−Removed: December 31, 2019
−Removed: Portfolio Company Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
−Removed: Short-Term Investments:
−Removed: BNY Mellon Investment Advisor, Inc.
+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) — —
4,753,000 4,753,000
−Removed: Money Market Fund Dreyfus Government Cash Management Fund (1.5% yield) $ 71,963,994 $ 71,963,994
+Added: Security Holdings B.V.
(4.9%)* (3) (7) (23)
−Removed: Federated Investment Management Company (4.3%)* (6)
−Removed: Money Market Fund Federated Government Obligation Fund (1.5% yield) 24,604,946 24,604,946
+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
+Added: Thompson Rivers LLC (1.4%)* (3)
+Added: Investment Funds & Vehicles 10% Member Interest, Acquired 06/20 10,000,000 10,011,840
+Added: 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
+Added: 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
+Added: 9,124,262 9,124,262
+Added: Subtotal Control Investments (3.6%) 7,149,166 25,826,428 25,855,796
+Added: Short-Term Investments:
+Added: BlackRock, Inc.
+Added: (4.2%)* Money Market Fund BlackRock Liquidity Temporary Fund (0.08% yield) 30,000,000 30,000,000
+Added: 30,000,000 30,000,000
+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
+Added: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: 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 in connection with the MVC Acquisition (as defined in “Note 1 – Organization, Business and Basis of Presentation”) 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:
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)
8 unchanged sentences
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 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 an independent valuation firm that has been engaged to assist in the valuation of the Company's middle-market investments.
+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 the Company's external investment adviser, 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.
2 unchanged sentences
(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: (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").
−Removed: (5) Some or all of the investment is or will be encumbered as security for the February 2019 Credit Facility.
−Removed: (6) Some or all of the investment is encumbered as security for the Company's Debt Securitization.
−Removed: (7) The fair value of the investment was determined using significant unobservable inputs.
−Removed: (8) Debt investment includes interest rate floor feature.
Barings BDC, Inc.
1 unchanged sentence
December 31, 2020
−Removed: (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 of the portfolio company's voting securities (“non-controlled affiliate”).
−Removed: Transactions related to investments in non-controlled affiliates for the year ended December 31, 2019 were as follows:
+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:
Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) Amount of Interest or Dividends Credited to Income(b) December 31, 2019
2 unchanged sentences
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
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
Total Affiliate Investments $ — $ 2,471,217 $ — $ 10,229,813 $ 68,368,820 $ — $ 78,598,633
5 unchanged sentences
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: Barings BDC, Inc.
+Added: Consolidated Schedule of Investments — (Continued)
+Added: December 31, 2020
+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: 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 February 2019 Credit Facility.
+Added: (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 was 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.
4 unchanged sentences
(the “Company”) and its wholly-owned subsidiaries are specialty finance companies.
−Removed: 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").
+Added: The Company currently operates as a closed-end, non-diversified investment company and has elected to be treated as a business development company (“BDC”) under the 1940 Act.
The Company has elected for federal income tax purposes to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”).
The Company is a Maryland corporation incorporated on October 10, 2006.
−Removed: On August 2, 2018, the Company entered into an investment advisory agreement (the "Advisory Agreement") and an administration agreement (the "Administration Agreement") and became an externally-managed BDC managed by the Barings LLC ("Barings" or 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 an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) and became an externally-managed BDC managed by Barings LLC (“Barings” or the “Adviser”).
+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
3 unchanged sentences
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.
−Removed: ASC 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.
+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.
5 unchanged sentences
In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial statements for the interim period, have been reflected in the unaudited consolidated financial statements.
−Removed: The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year.
+Added: The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the full fiscal year.
Additionally, the unaudited consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020.
3 unchanged sentences
Recently Issued Accounting Standards
−Removed: In August 2018, the FASB issued Accounting Standards Update, 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"), which includes new, eliminated and modified fair value disclosure requirements.
−Removed: The new guidance requires disclosure of the range and weighted average of the significant unobservable inputs for Level 3 fair value measurements and the way it is calculated.
−Removed: The guidance also eliminates the following disclosures:
−Removed: (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.
−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: 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.
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”).
−Removed: The amendments in ASU 2020-04 provide optional expedients and
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.
+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.
ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022.
The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
Share Purchase Programs
−Removed: 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”).
−Removed: 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.
−Removed: 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 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.
−Removed: As of September 30, 2020, the Adviser owned a total of 13,639,681 shares of our common stock, or 28.4% of the total shares outstanding.
−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 during the 2019 fiscal year (the "2019 Share Repurchase Plan").
−Removed: 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 traded 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 traded below 90% of NAV per share.
−Removed: 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.
−Removed: 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.
−Removed: A broker selected by the Company was delegated the authority to repurchase shares on the Company's behalf in the open market, pursuant to, and under the terms and limitations of, the 2019 Share Repurchase Plan.
−Removed: During the three and nine months ended September 30, 2019, the Company repurchased a total of 895,733 shares and 1,865,522 shares, respectively, of its common stock in the open market under the Share Repurchase Plan at an average price of $9.93 per share and $9.94 per share, respectively, including broker commissions.
On February 27, 2020, the Board approved an open-market share repurchase program for the 2020 fiscal year (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 include transactions being executed by a broker selected by the Company that has 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.
−Removed: There is no assurance that the Company will purchase shares at any specific discount levels or in any specific amounts.
−Removed: During the nine months ended September 30, 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.
+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 net asset value (“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 Securities Exchange Act of 1934, as amended (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 three months ended March 31, 2020, the Company repurchased a total of 661,981 shares of its common stock in the open market under the 2020 Share Repurchase Program at an average price of $7.23 per share, including broker commissions.
+Added: In connection with the completion of the Company’s acquisition of MVC Capital, Inc.
+Added: (“MVC”), a Delaware corporation, on December 23, 2020 (the “MVC Acquisition”), the Company committed to make 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 NAV per share.
+Added: Any repurchases pursuant to the authorized program will occur during the 12-month period commencing upon the filing of this quarterly report on Form 10-Q for the quarter ended March 31, 2021 and will be made in accordance with applicable legal, contractual and regulatory requirements.
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 a July 24, 2018 special meeting of stockholders.
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−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, 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 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: 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
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: 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 1.375%.
−Removed: The annual rate of the Base Management Fee was 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: 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 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: 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%.
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 three and nine months ended September 30, 2020, the Base Management Fee determined in accordance with the terms of the Advisory Agreement was approximately $3.4 million and $10.9 million, respectively.
−Removed: For the three and nine months ended September 30, 2019, the Base Management Fee was approximately $3.3 million and $8.8 million, respectively.
−Removed: As of September 30, 2020, the Base Management Fee of $3.4 million for the three months ended September 30, 2020 was unpaid and included in "Base management fees payable" in the accompanying Unaudited Consolidated Balance Sheet.
+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: For the three months ended March 31, 2021, the Base Management Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was approximately $3.9 million.
+Added: For the three months ended, March 31, 2020, the Base Management Fee determined in accordance with the terms of the Original Advisory Agreement was approximately $3.9 million.
+Added: As of March 31, 2021, the Base Management Fee of $3.9 million for the three months ended March 31, 2021 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet.
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 Sheet.
+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").
+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
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−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: (i) For each quarter from and after August 2, 2018 through December 31, 2019 (the "Pre-2020 Period"), the 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.
−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: (ii) For each quarter beginning on and after January 1, 2020 (the "Post-2019 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 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 "Trailing Twelve Quarters") for which such fees are being calculated and is 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 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: (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 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: (1) (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) did 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;
+Added: 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;
(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 but was less than 2.5% (10% annualized) (the "Pre-2020 Catch-Up Amount").
−Removed: 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
+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-
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: 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);
−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: (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;
−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.
−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: The Incentive Fee Cap is not subject to recoupment.
−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 is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement), 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: 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 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: 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 NAV 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: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: 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 NAV 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: (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 three or nine months ended September 30, 2020 or 2019.
−Removed: 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.
+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.
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
+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.
+Added: For the three months ended March 31, 2021, the Income-Based Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was $2.7 million.
+Added: As of March 31, 2021, the Income-Based Fee of $2.7 million was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet.
+Added: The Company did not pay any Pre-2021 Income-Based Fee for the three months ended March 31, 2020.
+Added: The Company did not pay any capital gains fees for either of the three months ended March 31, 2021 or 2020.
+Added: Payment of Company Expenses
+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 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;
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
• costs associated with (a) the monitoring and preparation of regulatory reporting, including registration statements and amendments thereto, prospectus supplements, and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.
−Removed: For the three and nine months ended September 30, 2020, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.3 million and $0.9 million, respectively, under the terms of the Administration Agreement, which amount is included in "General and administrative expenses" in the accompanying Unaudited Consolidated Statements of Operations.
−Removed: For the three and nine months ended September 30, 2019, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.5 million and $1.9 million, respectively, under the terms of the Administration Agreement, which amount is included in "General and administrative expenses" in the accompanying Unaudited Consolidated Statements of Operations.
−Removed: As of September 30, 2020, the administrative expenses for the three months ended September 30, 2020 were unpaid and included in "Administrative fees payable" in the accompanying Unaudited Consolidated Balance Sheet.
+Added: For the three months ended March 31, 2021 and March 31, 2020, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.5 million and $0.4 million, respectively, under the terms of the Administration Agreement, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations.
+Added: As of March 31, 2021, the administrative expenses of $0.5 million for the three months ended March 31, 2021 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet.
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 Sheet.
−Removed: Portfolio Composition
−Removed: The Company invests 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.
−Removed: Structured products include collateralized loan obligations and asset-backed securities.
−Removed: 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.
+Added: Credit Support Agreement
+Added: In connection with the MVC Acquisition, on December 23, 2020, promptly following the closing of the Company’s merger with MVC , the Company entered into a Credit Support Agreement (the “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 Company’s merger with MVC 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 following the MVC Acquisition downside protection from net cumulative realized and unrealized losses on the acquired MVC portfolio and insulate the combined company’s stockholders from potential value volatility and losses in MVC’s portfolio following the closing of the Company’s merger with MVC.
+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
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: Agreement will be excluded from the 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 Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
+Added: In addition, the Credit Support Agreement will be accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging , and is included in "Credit support agreement" in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
+Added: Portfolio Composition
+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 product investments, bonds and other fixed income securities.
+Added: Structured product investments include collateralized loan obligations and asset-backed securities.
+Added: 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.
The cost basis of the Company's debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and PIK interest, if any.
3 unchanged sentences
Total Portfolio Percentage of
−Removed: September 30, 2020:
+Added: March 31, 2021:
Senior debt and 1 st lien notes
4 unchanged sentences
Equity shares 42,543,214 3 39,617,746 2 5
−Removed: Investments in joint ventures 18,258,270 2 19,158,075 2 4
+Added: Equity warrants 1,235,383 — 1,434,309 — —
+Added: Investment in joint ventures / PE fund 68,782,532 4 72,576,383 5 10
Short-term investments 73,569,174 5 73,565,676 5 10
5 unchanged sentences
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 10,158,270 1 10,229,813 1 2
+Added: Equity warrants 1,235,383 — 1,300,197 — —
+Added: Investment 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: During the three months ended September 30, 2020, the Company made 15 new investments totaling $127.3 million, nine investments in existing portfolio companies totaling $16.3 million and an additional investment in one joint venture equity portfolio company totaling $1.6 million.
−Removed: During the nine months ended September 30, 2020, the Company made 47 new investments totaling $263.9 million, investments in 18 existing portfolio companies totaling $39.8 million, one new joint venture equity investment totaling $3.1 million and an additional investment in one joint venture equity portfolio company totaling $5.0 million.
−Removed: During the three months ended September 30, 2019, the Company made 12 new investments totaling $106.4 million, six investments in existing portfolio companies totaling $13.9 million and one new joint venture equity investment totaling $10.2 million.
−Removed: During the nine months ended September 30, 2019, the Company made 26 new investments totaling $245.9 million, six investments in existing portfolio companies totaling $12.2 million and one new joint venture equity investment totaling $10.2 million.
+Added: During the three months ended March 31, 2021, the Company made 18 new investments totaling $172.2 million, made investments in existing portfolio companies totaling $73.2 million, made a new joint venture equity investment totaling $4.5 million and additional investments in joint venture equity portfolio companies totaling $25.0 million.
+Added: During the three months ended March 31, 2020, the Company made 30 new investments totaling $111.2 million and made investments in existing portfolio companies totaling $20.9 million.
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: The industry composition of investments at fair value at September 30, 2020 and December 31, 2019, excluding short-term investments, was as follows:
−Removed: September 30, 2020 December 31, 2019
+Added: The industry composition of investments at fair value at March 31, 2021 and December 31, 2020, excluding short-term investments, was as follows:
+Added: March 31, 2021 December 31, 2020
Aerospace and Defense $ 103,612,237 6.8 % $ 82,501,170 5.8 %
10 unchanged sentences
Containers, Packaging and Glass 7,407,821 0.5 9,018,983 0.6
−Removed: Electrical Components & Equipment 2,237,500 0.3 % — — %
Electricity 16,490,359 1.1 17,627,935 1.2
Oil and Gas 3,662,649 0.2 788,105 0.1
+Added: Environmental Services 11,616,266 0.8 — —
Healthcare and Pharmaceuticals 148,719,048 9.7 142,708,050 10.0
13 unchanged sentences
Cargo 64,766,643 4.2 91,132,943 6.4
−Removed: Transportation:
−Removed: Consumer — — % 5,845,206 0.5 %
Electric 8,999,781 0.6 8,987,929 0.6
Oil and Gas 11,683,609 0.8 11,645,956 0.8
+Added: Wholesale 31,436,345 2.1 26,914,057 1.9
Total $ 1,528,558,061 100.0 % $ 1,430,237,710 100.0 %
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 and structured products.
+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 and structured product investments.
The Company and SCRS committed to initially provide $50.0 million and $500.0 million, respectively, of equity capital to Jocassee.
Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
−Removed: As of September 30, 2020, Jocassee had $118.6 million in senior secured private middle-market debt investments, $370.0 million in U.S.
−Removed: syndicated senior secured loans, $152.1 million in European syndicated senior secured loans, $23.8 million in structured product investments, $6.2 million in an equity investment, $28.8 million in a joint venture investment and $24.4 million in short-term investments.
+Added: As of March 31, 2021, Jocassee had $272.1 million in senior secured private middle-market debt investments, $0.7 million in second lien and subordinated private middle-market debt investments, $384.5 million in U.S.
+Added: syndicated senior secured loans, $9.1 million in U.S.
+Added: syndicated second lien and subordinated loans, $146.8 million in European syndicated senior secured loans, $5.7 million in structured product investments, $5.4 million in equity investments, $100.0 million in joint venture investments and $21.5 million in short-term investments.
As of December 31, 2020, Jocassee had $180.6 million in senior secured private middle-market debt investments, $382.9 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.
+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.
Barings BDC, Inc.
1 unchanged sentence
The Company may sell portions of its investments via assignment to Jocassee.
−Removed: Since inception, as of September 30, 2020 and December 31, 2019, the Company had sold $107.1 million and $36.1 million, respectively, of its investments to Jocassee.
+Added: Since inception, as of March 31, 2021 and December 31, 2020, the Company had sold $256.9 million and $162.2 million, respectively, of its investments to Jocassee.
+Added: As of each of March 31, 2021 and 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 Unaudited and Audited Consolidated Balance Sheets.
The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:
6 unchanged sentences
In addition, the Company does not control Jocassee due to the allocation of voting rights among Jocassee members.
−Removed: As of September 30, 2020 and December 31, 2019, Jocassee had the following commitments, contributions and unfunded commitments from its members:
−Removed: As of September 30, 2020
+Added: As of March 31, 2021 and December 31, 2020, Jocassee had the following commitments, contributions and unfunded commitments from its members:
+Added: As of March 31, 2021
Member Total Commitments Contributed Capital Return of Capital (not recallable) Unfunded Commitments
11 unchanged sentences
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company.
−Removed: On May 13, 2020, the Company entered into a limited liability company agreement (“LLC Agreement”) with Jocassee.
−Removed: The Company and Jocassee have committed to initially provide $10.0 million and $90.0 million, respectively, of equity capital to Thompson Rivers.
+Added: On May 13, 2020, the Company entered into a limited liability company agreement with Jocassee.
+Added: The Company and Jocassee committed to initially provide $10.0 million and $90.0 million, respectively, of equity capital to Thompson Rivers.
Equity contributions (and equity ownership) are on a pro-rata basis, based on their equity commitments (10% for the Company and 90% for Jocassee).
−Removed: As of September 30, 2020, Thompson Rivers had $79.5 million in commercial mortgage-backed securities and $7.7 million in cash.
+Added: On January 29, 2021, the Company and Jocassee entered into a Second Amended and Restated Limited Liability Company Agreement (“Amended LLC Agreement”).
+Added: The Amended LLC Agreement increased the Company's commitment to $30.0 million.
+Added: As of March 31, 2021, Thompson Rivers had $938.8 million in Ginnie Mae early buyout loans and $62.1 million in cash.
+Added: As of December 31, 2020, Thompson Rivers had $715.2 million in Ginnie Mae early buyout loans.
Barings BDC, Inc.
3 unchanged sentences
In addition, the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
−Removed: As of September 30, 2020, Thompson Rivers had the following commitments, contributions and unfunded commitments from its members:
−Removed: As of September 30, 2020
+Added: As of March 31, 2021 and December 31, 2020, Thompson Rivers had the following commitments, contributions and unfunded commitments from its members:
+Added: As of March 31, 2021
Member Total Commitments Contributed Capital Return of Capital (not recallable) Unfunded Commitments
3 unchanged sentences
Total $ 120,000,000 $ 120,000,000 $ — $ —
−Removed: Investment Valuation
−Removed: The Company has a valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures ("ASC Topic 820").
+Added: As of December 31, 2020
+Added: Member Total Commitments Contributed Capital Return of Capital (not recallable) Unfunded Commitments
+Added: 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: Waccamaw River LLC
+Added: On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company.
+Added: On February 8, 2021, the Company entered into a limited liability company agreement (“Waccamaw LLC Agreement”) with Jocassee.
+Added: The Company and Jocassee have committed to initially each provide $25.0 million, of equity capital to Waccamaw River.
+Added: Equity contributions (and equity ownership) are on a pro-rata basis, based on their equity commitments (50% for the Company and 50% for Jocassee).
+Added: As of March 31, 2021, Waccamaw River had $7.8 million in unsecured consumer loans and $0.6 million in cash.
+Added: The Company has determined that Waccamaw River is an investment company under ASC, Topic 946, Financial Services - Investment Companies , however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company.
+Added: The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary.
+Added: In addition, the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
+Added: As of March 31, 2021, Waccamaw River had the following commitments, contributions and unfunded commitments from its members:
+Added: As of March 31, 2021
+Added: Member Total Commitments Contributed Capital Return of Capital (not recallable) Unfunded Commitments
+Added: Barings BDC, Inc.
+Added: $ 25,000,000 $ 4,500,000 $ — $ 20,500,000
+Added: Jocassee Partners LLC 25,000,000 4,500,000 — 20,500,000
+Added: Total $ 50,000,000 $ 9,000,000 $ — $ 41,000,000
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: Valuation of Investments
+Added: The Company conducts the valuation of its investments, upon which its net asset value is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures ("ASC Topic 820").
The Company's current valuation policy and processes were established by the Adviser and have been approved by the Board.
10 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.
−Removed: There is no single technique for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment.
+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.
+Added: There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment.
The recorded fair values of the Company’s Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed.
−Removed: In addition, changes in
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
+Added: In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The 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 and structured product investments 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.
−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 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.
−Removed: In addition, the Procedures will generally be performed with respect to an investment where there has been a significant change in the fair value or performance of the investment.
−Removed: Prior to the first quarter of 2020, the Procedures were generally performed with respect to each investment every quarter beginning in the quarter after the investment was 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 middle-market investments and the percentage of the Company's total middle-market investment portfolio on which the Procedures were performed are summarized below by period:
−Removed: For the quarter ended:
−Removed: companies Percent of total
−Removed: investments at
−Removed: fair value(1)
−Removed: March 31, 2019 18 100%
−Removed: June 30, 2019 22 100%
−Removed: September 30, 2019 28 100%
−Removed: December 31, 2019 38 100%
−Removed: March 31, 2020 30 62%
−Removed: June 30, 2020 33 53%
−Removed: September 30, 2020 66 100%
−Removed: (1) Exclusive of the fair value of new middle-market investments made during the quarter for which the Procedures were not performed and certain middle-market investments repaid subsequent to the end of the reporting period.
−Removed: For September 30, 2020, the Procedures were performed on two of the seven investments made during the quarter.
−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.
+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.
+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., exit prices).
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
+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: The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter.
+Added: Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower).
+Added: At the quarter end following the initial acquisition, such 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 uses 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 Adviser’s 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 an 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 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.
Valuation Techniques
2 unchanged sentences
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: Market Approach
−Removed: The Company values its syndicated senior secured loans and structured product investments 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 primarily 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: 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: 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 Unaudited 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.
Valuation of Investment in Jocassee
−Removed: The Company estimates the fair value of its investment in Jocassee Partners LLC using the net asset value of Jocassee Partners LLC and its ownership percentage.
−Removed: The net asset value of Jocassee Partners LLC is determined in accordance with the specialized accounting guidance for investment companies.
+Added: The Company estimates the fair value of its investment in Jocassee using the NAV of Jocassee and its ownership percentage.
+Added: The NAV of Jocassee is determined in accordance with the specialized accounting guidance for investment companies.
Valuation of Investment in Thompson Rivers
−Removed: 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.
−Removed: The net asset value of Thompson Rivers LLC is determined in accordance with the specialized accounting guidance for investment companies.
+Added: The Company estimates the fair value of its investment in Thompson Rivers using the NAV of Thompson Rivers and its ownership percentage.
+Added: The NAV of Thompson Rivers is determined in accordance with the specialized accounting guidance for investment companies.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: Valuation of Investment in Waccamaw River
+Added: The Company estimates the fair value of its investment in Waccamaw River using the NAV of Waccamaw River and its ownership percentage.
+Added: The NAV of Waccamaw River 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 NAV of the MVC PE Fund and its ownership percentage.
+Added: The NAV of the MVC PE Fund is determined in accordance with the specialized accounting guidance for investment companies.
Level 3 Unobservable Inputs
−Removed: The following tables summarize the significant unobservable inputs the Company used in the valuation of its Level 3 debt and equity securities as of September 30, 2020 and December 31, 2019.
+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 March 31, 2021 and December 31, 2020.
The weighted average range of unobservable inputs is based on fair value of investments.
−Removed: September 30, 2020:
+Added: March 31, 2021:
Fair Value Valuation
3 unchanged sentences
Senior debt and 1 st lien notes (1)(2)
−Removed: $ 639,860,762 Income Approach Implied Spread 4.3% – 12.0% 6.5%
+Added: $ 886,013,699 Yield Analysis Market Yield 5.4% – 18.2% 7.8%
+Added: 3,000,000 Liquidation Analysis Adjusted EBITDA Multiple 0.1x – 0.1x 0.10x
+Added: 231,246,561 Recent Transaction Transaction Price 97.0% – 99.0% 98.0%
Subordinated debt and 2 nd lien notes (3)
−Removed: 9,900,456 Income
−Removed: Approach Implied Spread 8.7% – 9.7% 9.2%
−Removed: Equity shares 975,050 Enterprise
−Removed: Value Waterfall
−Removed: Approach Adjusted EBITDA Multiple 8.2x – 11.9x 9.7x
+Added: 102,508,414 Yield Analysis Market Yield 8.5% – 28.0% 18.6%
+Added: 21,416,118 Market Approach Adjusted EBITDA Multiple 3.5x – 7.5x 4.8x
+Added: 15,733,031 Recent Transaction Transaction Price 97.2% – 98.8% 97.4%
+Added: Equity shares (4)
+Added: 31,596,895 Market Approach Adjusted EBITDA Multiple 3.5x – 16.3x 5.3x
+Added: 4,945,906 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: 187,235 Recent Transaction Transaction Price $1 $1
+Added: Equity warrants 976,978 Market Approach Adjusted EBITDA Multiple 5.5x-13.4x 6.1x
(1) Excludes investments with an aggregate fair value amounting to $6,416,810, 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) Senior debt investments with a total fair value of $12,704,389, were valued using unobservable market transactions.
(3) Excludes investments with an aggregate fair value amounting to $4,512,617, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
+Added: (4) Excludes investments with an aggregate fair value amounting to $88,290, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2020:
4 unchanged sentences
Senior debt and 1 st lien notes (1)
−Removed: $ 528,907,788 Income Approach Implied Spread 4.6% – 8.0% 5.7%
+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: 9,699,465 Income
−Removed: Approach Implied Spread 8.8% – 9.4% 9.1%
−Removed: Equity shares 760,716 Enterprise
−Removed: Value Waterfall
−Removed: Approach Adjusted EBITDA Multiple 10.0x – 12.3x 10.5x
+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 5.5x
+Added: 4,959,088 Recent Transaction Transaction Price 100% 100%
+Added: Equity shares (3)
+Added: 39,178,157 Market Approach Adjusted EBITDA Multiple 0.8x – 11.8x 4.8x
+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
(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.
(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.
+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.
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: The following tables present the Company’s investment portfolio at fair value as of September 30, 2020 and December 31, 2019, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
−Removed: Fair Value as of September 30, 2020
+Added: The following tables present the Company’s investment portfolio at fair value as of March 31, 2021 and December 31, 2020, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
+Added: Fair Value as of March 31, 2021
Level 1 Level 2 Level 3 Total
5 unchanged sentences
Equity shares — 2,799,420 36,818,326 39,617,746
+Added: Equity warrants — 457,331 976,978 1,434,309
Short-term investments 73,565,676 — — 73,565,676
Investments subject to leveling $ 73,565,676 $ 134,634,735 $ 1,321,346,943 $ 1,529,547,354
−Removed: Investments in joint ventures(1) 19,158,075
+Added: Investment in joint ventures / PE fund(1) 72,576,383
$ 1,602,123,737
5 unchanged sentences
— 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: Investment in joint venture(1) 10,229,813
+Added: Investment in joint ventures / PE fund(1) 41,759,922
$ 1,495,795,937
−Removed: (1) The Company's investments in Jocassee and Thompson Rivers are measured at fair value using net asset value and have not been categorized in the fair value hierarchy.
+Added: (1) The Company's investments in Jocassee, Thompson Rivers, Waccamaw River and the MVC PE Fund are measured at fair value using NAV and have not been categorized in the fair value hierarchy.
The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
1 unchanged sentence
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: 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 nine months ended September 30, 2020 and 2019:
−Removed: Nine Months Ended
−Removed: September 30, 2020:
+Added: The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2021 and 2020:
+Added: Three Months Ended
+Added: March 31, 2021:
and 1 st Lien
Subordinated Debt and 2 nd Lien Notes
+Added: Shares Equity Warrants Total
Fair value, beginning of period $ 1,055,717,111 $ 130,819,936 $ 44,227,024 $ 1,133,781 $ 1,231,897,852
New investments 227,056,942 14,477,878 1,072,790 — 242,607,610
−Removed: Transfers into Level 3, net 19,063,921 1,996,471 — 21,060,392
+Added: Transfers into Level 3 — 2,233,600 424,090 — 2,657,690
Proceeds from sales of investments (130,763,019) — (5,946,010) — (136,709,029)
7 unchanged sentences
Fair value, end of period $ 1,139,381,459 $ 144,170,180 $ 36,818,326 $ 976,978 $ 1,321,346,943
−Removed: Nine Months Ended
−Removed: September 30, 2019:
+Added: Three Months Ended
+Added: March 31, 2020:
and 1 st Lien
2 unchanged sentences
New investments 97,129,668 660,263 403,774 98,193,705
−Removed: Transfers out of Level 3 (37,144,143) — — (37,144,143)
+Added: Transfers in (out) of Level 3 57,635,811 (2,312,500) — 55,323,311
Proceeds from sales of investments (37,037,339) — — (37,037,339)
4 unchanged sentences
Realized loss (145,784) — — (145,784)
−Removed: Unrealized appreciation 1,501,737 124,484 179,835 1,806,056
+Added: Unrealized depreciation (42,233,042) (370,142) (121,316) (42,724,500)
Fair value, end of period $ 618,715,945 $ 9,978,129 $ 1,043,174 $ 629,737,248
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations.
−Removed: Pre-tax net unrealized appreciation (depreciation) on Level 3 investments of $18.8 million and $(13.8) million during the three and nine months ended September 30, 2020 was related to portfolio company investments that were still held by the Company as of September 30, 2020.
−Removed: Pre-tax net unrealized appreciation on Level 3 investments of $3.1 million and $19.6 million during the three and nine months ended September 30, 2019 was related to portfolio company investments that were still held by the Company as of September 30, 2019.
−Removed: Exclusive of short-term investments, during the nine months ended September 30, 2020, the Company made investments of approximately $297.0 million in portfolio companies to which it was not previously contractually committed to provide such financing.
−Removed: During the nine months ended September 30, 2020, the Company made investments of $14.8 million in portfolio companies to which it was previously committed to provide such financing.
−Removed: Exclusive of short-term investments, during the nine months ended September 30, 2019, the Company made investments of approximately $257.5 million in portfolio companies to which it was not previously contractually committed to provide such financing.
−Removed: During the nine months ended September 30, 2019, the Company made investments of $10.7 million in portfolio companies to which it was previously committed to provide such financing.
+Added: Pre-tax net unrealized depreciation on Level 3 investments of $0.4 million during the three months ended March 31, 2021 was related to portfolio company investments that were still held by the Company as of March 31, 2021.
+Added: Pre-tax net unrealized depreciation on Level 3 investments of $42.6 million during the three months ended March 31, 2020 was related to portfolio company investments that were still held by the Company as of March 31, 2020.
+Added: Exclusive of short-term investments, during the three months ended March 31, 2021, the Company made investments of approximately $247.6 million in portfolio companies to which it was not previously contractually committed to provide such financing.
+Added: During the three months ended March 31, 2021, the Company made investments of $27.3 million in portfolio companies to which it was previously committed to provide such financing.
+Added: Exclusive of short-term investments, during the three months ended March 31, 2020, the Company made investments of approximately $123.1 million in portfolio companies to which it was not previously contractually committed to provide such financing.
+Added: During the three months ended March 31, 2020, the Company made investments of $5.8 million in portfolio companies to which it was previously committed to provide such financing.
Barings BDC, Inc.
13 unchanged sentences
"Non-Control / Non-Affiliate Investments" are those that are neither Control Investments nor Affiliate Investments.
−Removed: 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 outstanding 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 September 30, 2020, 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, 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.
+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.
Investment Income
4 unchanged sentences
Payment-in-Kind Interest
−Removed: As of September 30, 2020 and December 31, 2019, the Company held investments 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.
9 unchanged sentences
Such fees include loan prepayment penalties, structuring fees and loan waiver and amendment fees, and are recorded as investment income when earned.
−Removed: Fee income for the three and nine months ended September 30, 2020 and 2019 was as follows:
−Removed: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
−Removed: September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
+Added: Fee income for the three months ended March 31, 2021 and 2020 was as follows:
+Added: Three Months Ended Three Months Ended
+Added: March 31, 2021 March 31, 2020
Recurring Fee Income:
9 unchanged sentences
Concentration of Credit Risk
−Removed: As of both September 30, 2020 and December 31, 2019, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio.
−Removed: As of September 30, 2020 and December 31, 2019, the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately 3.1% and 2.3%, respectively, of the fair value of the Company’s portfolio, exclusive of short-term investments.
+Added: As of both March 31, 2021 and December 31, 2020, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio.
+Added: As of March 31, 2021 and December 31, 2020, the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately 2.7% and 2.5%, respectively, of the fair value of the Company’s portfolio, exclusive of short-term investments.
Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
−Removed: As of September 30, 2020, $965.3 million of the Company's assets were or will be pledged as collateral for the February 2019 Credit Facility, and $257.3 million of the Company's assets were pledged as collateral for the Debt Securitization.
+Added: The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
+Added: As of March 31, 2021, all of the Company's assets were or will be pledged as collateral for the February 2019 Credit Facility.
Investments Denominated in Foreign Currencies
−Removed: As of September 30, 2020 the Company held one investment that was denominated in Swedish kronas, eleven investments that were denominated in Euros and five investments that were denominated in British pounds sterling.
−Removed: 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.
+Added: As of March 31, 2021 the Company held two investments that were denominated in Australian dollars, one investment that was denominated in Swedish kronas, 21 investments that were denominated in Euros and 14 investments that were denominated in British pounds sterling.
+Added: As of December 31, 2020, the Company held two investments that were denominated in Australian dollars, one investment that was denominated in Swedish kronas, 17 investments that were denominated in Euros and 11 investments that were denominated in British pounds sterling .
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period.
2 unchanged sentences
All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company's Unaudited Consolidated Statements of Operations.
−Removed: In addition, during the nine months ended September 30, 2020, 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
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: the Company's investments and related borrowings denominated in foreign currencies.
+Added: In addition, during both the three months ended March 31, 2021 and March 31, 2020, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company's investments and related borrowings denominated in foreign currencies.
Net unrealized appreciation or depreciation on foreign currency contracts are included in "Net unrealized appreciation (depreciation) - 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 Company's Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S.
−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: 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.
1 unchanged sentence
The Company has historically met its minimum distribution requirements 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 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: In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Unaudited and Audited 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.
+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 U.S.
+Added: 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: For federal income tax purposes, the cost of investments owned as of March 31, 2021 and December 31, 2020 was approximately $1,588.4 million and $1,486.0 million, respectively.
+Added: As of March 31, 2021, net unrealized appreciation on the Company's investments (tax basis) was approximately $5.0 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $30.0 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $25.1 million.
+Added: 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.
+Added: I n addition, the Company has wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), which hold certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments.
+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.
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 or benefit as a result of their ownership of the portfolio companies.
−Removed: This income tax expense or benefit is reflected in the Company’s Unaudited 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 assets or liabilities included in "Accounts payable and accrued liabilities" in the Company's Unaudited and Audited Consolidated Balance Sheets.
−Removed: For federal income tax purposes, the cost of investments owned as of September 30, 2020 and December 31, 2019 was approximately $1,132.2 million and $1,192.7 million, respectively.
−Removed: As of September 30, 2020, net unrealized depreciation on
+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
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: the Company's investments (tax basis) was approximately $18.7 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $9.7 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $28.4 million.
−Removed: 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.
−Removed: The Company had the following borrowings outstanding as of September 30, 2020 and December 31, 2019:
−Removed: Issuance Date Maturity Date Interest Rate as of September 30, 2020 September 30, 2020 December 31, 2019
+Added: This income tax expense or benefit, if any, is reflected in the Company’s Unaudited 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 and state income taxes, if any, in the Company's Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in "Accounts payable and accrued liabilities" in the Company's Unaudited and Audited Consolidated Balance Sheets.
+Added: The Company had the following borrowings outstanding as of March 31, 2021 and December 31, 2020:
+Added: Issuance Date Maturity Date Interest Rate as of March 31, 2021 March 31, 2021 December 31, 2020
Credit Facilities:
−Removed: August 3, 2018 - Class A-1 NA NA $ — $ 107,200,000
February 21, 2019 February 21, 2024 2.096% $ 611,144,523 $ 719,660,707
Total Credit Facilities $ 611,144,523 $ 719,660,707
−Removed: Debt Securitization:
−Removed: May 9, 2019 - Class A-1 2019 Notes April 15, 2027 1.295% $ 126,813,048 $ 266,710,176
−Removed: May 9, 2019 - Class A-2 2019 Notes April 15, 2027 1.925% 51,500,000 51,500,000
−Removed: Deferred financing fees) (777,000) (1,545,702)
−Removed: Total Debt Securitization $ 177,536,048 $ 316,664,474
September 24, 2020 - August 2025 Notes August 4, 2025 4.660% $ 25,000,000 $ 25,000,000
September 29, 2020 - August 2025 Notes August 4, 2025 4.660% 25,000,000 25,000,000
+Added: November 5, 2020 - Series B Notes November 4, 2025 4.250% 62,500,000 62,500,000
+Added: November 5, 2020 - Series C Notes November 4, 2027 4.750% 112,500,000 112,500,000
+Added: February 25, 2021 Series D Notes February 26, 2026 3.410% 80,000,000 —
+Added: February 25, 2021 Series E Notes February 26, 2028 4.060% 70,000,000 —
Deferred financing fees) (818,612) (664,334)
Total Notes $ 374,181,388 $ 224,335,666
−Removed: 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 was 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 and in February 2020) 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 were 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 was held in the custody of State Street Bank and Trust Company, as collateral administrator (the "Collateral Administrator").
−Removed: The Collateral Administrator maintained and performed 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 was authorized to make distributions and payments from Pledged Property based only on the written instructions of the Administrative Agent.
−Removed: 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.
−Removed: Effective February 28, 2019, the Company reduced its Class A Loan Commitments to $100.0 million, which reduced total commitments under the August 2018 Credit Facility to $600.0 million.
−Removed: Effective May 9, 2019, the Company further reduced its Class A Loan Commitments under the August 2018 Credit Facility from $100.0 million to zero and reduced its Class A-1 Loan Commitments under the August 2018 Credit Facility from $500.0 million to $300.0 million, which collectively reduced total commitments under the August 2018 Credit Facility to $300.0 million.
−Removed: Effective June 18, 2019, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $300.0 million to $250.0 million.
−Removed: Effective August 14, 2019, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $250.0 million to $177.0 million.
−Removed: Effective October 29, 2019, the Company further reduced its Class A-1 Loan Commitments, and therefore total
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: commitments, under the August 2018 Credit Facility from $177.0 million to $150.0 million.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: On February 21, 2020, the Company extended the maturity date of the August 2018 Credit Facility from August 3, 2020 to August 3, 2021.
−Removed: 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.
−Removed: to lend or make advances to BSF.
−Removed: In addition, the Security Agreement was terminated and all security interests in the assets of BSF in favor of the lenders were terminated.
−Removed: As a result of these terminations, all obligations of BSF under the August 2018 Credit Facility and Security Agreement were fully discharged.
−Removed: 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.
−Removed: 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%.
−Removed: 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.
−Removed: BSF was required to pay commitment fees on the unused portion of the August 2018 Credit Facility.
−Removed: 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.
−Removed: BSF could also permanently reduce all or a portion of the commitment amount under the August 2018 Credit Facility without penalty.
−Removed: 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.
−Removed: 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.
−Removed: Under the August 2018 Credit Facility, BSF made certain representations and warranties and was 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 contained 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: 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.
−Removed: The obligations of BSF under the August 2018 Credit Facility were non-recourse to the Company.
−Removed: 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%.
−Removed: As of December 31, 2019, the total fair value of the borrowings outstanding under the August 2018 Credit Facility was $107.2 million.
−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
1 unchanged sentence
The initial commitments under the February 2019 Credit Facility total $800.0 million.
−Removed: 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.
+Added: The February 2019 Credit Facility has an accordion feature that allows for an increase in the total commitments by up to $400.0 million, subject to certain conditions and the satisfaction of specified financial covenants.
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.
−Removed: 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.
+Added: Following the termination on June 30, 2020 of Barings BDC Senior Funding I, LLC’s (“BSF”) credit facility entered into in August 2018 with Bank of America, N.A.
+Added: (the “August 2018 Credit Facility”), 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 Unaudited Consolidated Financial Statements — (Continued)
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 (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.
+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 pays a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments.
In connection with entering into the February 2019 Credit Facility, the Company incurred financing fees of approximately $6.4 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
2 unchanged sentences
In connection with the February 2019 Credit Facility, the Company also entered into new collateral documents.
−Removed: As of September 30, 2020, the Company was in compliance with all covenants under the February 2019 Credit Facility.
−Removed: As of September 30, 2020, the Company had U.S.
+Added: As of March 31, 2021, the Company was in compliance with all covenants under the February 2019 Credit Facility.
+Added: As of March 31, 2021, the Company had U.S.
dollar borrowings of $357.0 million outstanding under the February 2019 Credit Facility with a weighted average interest rate of 2.125% (weighted average one month LIBOR of 0.125%), borrowings denominated in Swedish kronas of 12.8kr million ($1.5 million U.S.
dollars) with an interest rate of 2.000% (one month STIBOR of 0.000%), borrowings denominated in British pounds sterling of £85.3 million ($117.7 million U.S.
−Removed: dollars) with a weighted average interest rate of 2.063% (weighted average one month GBP LIBOR of 0.063% ) and borrowings denominated in Euros of €72.6 million ($85.1 million U.S.
−Removed: dollars) with an interest rate of 2.00% (weighted average one month EURIBOR of 0.000% ).
+Added: dollars) with an interest rate of 2.063% (one month GBP LIBOR of 0.063%), borrowings denominated in Australian dollars of A$36.6 million ($27.9 million U.S.
+Added: dollars) with an interest rate of 2.250% (one month AUD Screen Rate of 0.050%) and borrowings denominated in Euros of €91.1 million ($107.1 million U.S.
+Added: dollars) with an interest rate of 2.000% (one month EURIBOR of 0.000%).
The borrowings denominated in foreign currencies were translated into U.S.
2 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 U.S.
−Removed: dollars) with an interest rate of 2.25%, borrowings denominated in British pounds sterling of £4.7 million ($6.3 million U.S.
−Removed: dollars) with an interest rate of 3.0%, and borrowings denominated in Euros of €38.0 million ($42.7 million U.S.
−Removed: dollars) 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 interest rate of 2.00% (weighted average one month EURIBOR of 0.000%).
The borrowings denominated in foreign currencies were translated into U.S.
1 unchanged sentence
The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in "Net unrealized appreciation (depreciation) - foreign currency transactions" in the Company's Unaudited Consolidated Statements of Operations.
−Removed: As of September 30, 2020 and December 31, 2019, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $463.7 million and $245.3 million, respectively.
+Added: As of March 31, 2021 and December 31, 2020, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $611.1 million and $719.7 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: Debt Securitization
−Removed: On May 9, 2019, the Company completed a $449.3 million term debt securitization.
−Removed: 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.
−Removed: The notes offered in the
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: 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 bore 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 bore interest at the three-month LIBOR plus 1.65%;
−Removed: and $101.0 million of Subordinated 2019 Notes which did not bear interest and were not rated.
−Removed: 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.
−Removed: 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 were scheduled to mature on April 15, 2027;
−Removed: 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.
−Removed: 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 were 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 included customary covenants and events of default.
−Removed: 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.
−Removed: As of September 30, 2020, the Company was in compliance with all covenants under the Class A-1 2019 Notes and Class A-2 2019 Notes.
−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 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 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.
−Removed: During the three and nine months ended September 30, 2020, $48.1 million and $139.9 million, respectively, of the Class A-1 2019 Notes were repaid.
−Removed: As of September 30, 2020, the Company had borrowings of $126.8 million outstanding under the Class A-1 2019 Notes with an interest rate of 1.295% (three month LIBOR of 0.275%) and borrowings of $51.5 million outstanding under the Class A-2 2019 Notes with an interest rate of 1.925% (three month LIBOR of 0.275%).
−Removed: 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%.
−Removed: As of September 30, 2020, the total fair value of the Class A-1 2019 Notes and the Class A-2 2019 Notes was $126.1 million and $51.0 million, respectively.
−Removed: 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.
−Removed: 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.
−Removed: On October 15, 2020, the remaining 2019 Notes were repaid in full.
August 2025 Notes
−Removed: On August 3, 2020, the Company entered into a Note Purchase Agreement (the "Note Purchase Agreement") with Massachusetts Mutual Life Insurance Company governing the issuance of (i) $50.0 million in aggregate principal amount of Series A senior unsecured notes (the "Series A Notes") due August 2025 with a fixed interest rate of 4.66% per year, and (ii) up to $50.0 million in aggregate principal amount of additional senior unsecured notes (the "Additional Notes" and, collectively with the Series A Notes, the "August 2025 Notes") due August 2025 with a fixed interest rate per year to be determined, in each case, to qualified institutional investors in a private placement.
−Removed: An aggregate principal amount of $25.0 million of the Series A Notes was issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes 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 or its affiliates in accordance with their terms.
+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.
Interest on the August 2025 Notes will be due semiannually in March and September, beginning in March 2021.
−Removed: In addition, the Company is obligated to offer to repay the August 2025 Notes
+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
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: at par if certain change in control events occur.
−Removed: The August 2025 Notes are the Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
−Removed: The Note Purchase Agreement contains customary terms and conditions 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.
−Removed: The Note Purchase Agreement 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.
−Removed: As of September 30, 2020, the Company was in compliance with all covenants of the Note Purchase Agreement.
−Removed: The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act.
+Added: 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, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio.
+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 March 31, 2021, 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 of 1933, as amended (the “Securities Act”).
The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
−Removed: As of September 30, 2020, the fair value of the outstanding Series A Notes was $50.0 million.
−Removed: The fair value of the Series A Notes is based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
+Added: As of both March 31, 2021 and 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, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio.
+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 March 31, 2021, the Company was in compliance with all covenants under the November 2020 NPA.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+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 both March 31, 2021 and 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: February Notes
+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 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 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 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 February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement , including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments.
+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: As of March 31, 2021, the Company was in compliance with all covenants under the February 2021 NPA.
+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: As of March 31, 2021, the fair value of the outstanding Series D Notes and the Series E Notes was $80.0 million and $70.0 million, respectively.
+Added: The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
DERIVATIVE INSTRUMENTS
+Added: Credit Support Agreement
+Added: In connection with the MVC Acquisition, on December 23, 2020, promptly following the closing of the Company’s merger with MVC , the Company and the Adviser entered into the 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: See “Note 2 - Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreement.
+Added: Net unrealized depreciation on the Credit Support Agreement is included in "Net unrealized appreciation (depreciation) - credit support agreement" in the Company’s Unaudited Consolidated Statements of Operations.
+Added: The following tables presents the fair value and aggregate unrealized depreciation of the Company's Credit Support Agreement as of March 31, 2021 and December 31, 2020:
+Added: As of March 31, 2021:
+Added: Description Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
+Added: Credit Support Agreement Barings LLC 01/01/31 $ 23,000,000 $ 12,000,000 $ (1,600,000)
+Added: Total Credit Support Agreement $ (1,600,000)
+Added: As of December 31, 2020:
+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 $ —
+Added: As of March 31, 2021 and December 31, 2020, the fair value of the Credit Support Agreement was $12.0 million and $13.6 million, respectively, and is included in "Credit support agreement" in the accompanying Unaudited and Audited 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 Reference 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.
−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 Unaudited Consolidated Statements of Operations.
+Added: 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 Company’s Unaudited Consolidated Statements of Operations.
Forward currency contracts are considered undesignated derivative instruments.
−Removed: The following table presents the Company's foreign currency forward contracts as of September 30, 2020 and December 31, 2019:
−Removed: As of September 30, 2020:
−Removed: Description Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets Balance Sheet Location of Net Amounts
−Removed: Foreign currency forward contract (CAD) C$13,495,000 $10,081,420 10/02/20 $ 21,550 Prepaid expenses and other assets
−Removed: Foreign currency forward contract (CAD) $10,255,950 C$13,495,000 10/02/20 152,979 Prepaid expenses and other assets
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: The following tables presents the Company's foreign currency forward contracts as of March 31, 2021 and December 31, 2020:
+Added: As of March 31, 2021:
+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) $785,238 A$1,013,380 04/06/21 $ 13,397 Prepaid expenses and other assets
+Added: Foreign currency forward contract (AUD) A$1,013,380 $773,688 04/06/21 (1,847) Derivative liability
+Added: Foreign currency forward contract (AUD) $545,678 A$714,511 07/07/21 1,269 Prepaid expenses and other assets
Foreign currency forward contract (EUR) €5,800,000 $6,809,925 04/01/21 6,812 Prepaid expenses and other assets
Foreign currency forward contract (EUR) $16,496,839 €13,762,578 04/06/21 321,689 Prepaid expenses and other assets
+Added: Foreign currency forward contract (EUR) €13,762,578 $16,201,506 04/06/21 (26,356) Derivative liability
Foreign currency forward contract (EUR) $24,184,783 €20,518,045 07/07/21 22,423 Prepaid expenses and other assets
−Removed: Foreign currency forward contract (GBP) £1,285,558 $1,594,070 10/02/20 67,899 Prepaid expenses and other assets
−Removed: Foreign currency forward contract (GBP) $1,696,763 £1,285,558 10/02/20 34,794 Prepaid expenses and other assets
−Removed: Foreign currency forward contract (GBP) $529,136 £415,299 01/05/21 (8,147) Prepaid expenses and other assets
−Removed: Foreign currency forward contract (SEK) $80,985 751,190kr 10/02/20 (2,947) Prepaid expenses and other assets
+Added: Foreign currency forward contract (GBP) $33,170,791 £24,072,758 04/06/21 (42,405) Derivative liability
+Added: Foreign currency forward contract (GBP) £24,072,758 $33,277,695 04/06/21 (64,500) Derivative liability
+Added: Foreign currency forward contract (GBP) $3,289,859 £2,388,498 07/07/21 (6,517) Derivative liability
Foreign currency forward contract (SEK) $164,325 1,356,628kr 04/06/21 8,682 Prepaid expenses and other assets
+Added: Foreign currency forward contract (SEK) 1,356,628kr $156,117 04/06/21 (474) Derivative liability
Foreign currency forward contract (SEK) $176,315 1,530,825kr 07/07/21 532 Prepaid expenses and other assets
Total $ 232,705
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2020:
−Removed: Description Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets Balance Sheet Location of Net Amounts
−Removed: Foreign currency forward contract (EUR) $158,244 €142,781 01/02/20 $ (2,028) Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (EUR) €142,781 $158,547 01/02/20 1,724 Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (EUR) $506,967 €453,920 04/02/20 (5,440) Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (GBP) $707,963 £549,253 01/02/20 (19,660) Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (GBP) £549,253 $718,861 01/02/20 8,763 Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (GBP) $227,890 £175,529 04/02/20 (5,215) Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (SEK) $95,654 920,569kr 01/02/20 (2,687) Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (SEK) 920,569kr $96,846 01/02/20 1,495 Accounts payable and accrued liabilities
−Removed: Foreign currency forward contract (SEK) $97,360 912,212kr 04/02/20 (511) 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
Total $ (478,891)
−Removed: As of September 30, 2020 and December 31, 2019, the total fair value of the Company's foreign currency forward contracts was $149,441 and $(23,559), respectively.
+Added: As of March 31, 2021 and December 31, 2020, the total fair value of the Company's foreign currency forward contracts was $232,705 and $(478,891), respectively.
The fair values of the Company's foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
4 unchanged sentences
Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.
−Removed: The Company maintains sufficient borrowing capacity to cover unused commitments to extend financing.
−Removed: The balances of unused commitments to extend financing as of September 30, 2020 and December 31, 2019 were as follows:
−Removed: Portfolio Company Investment Type September 30,
+Added: As of March 31, 2021 and December 31, 2020, the Company believed that it had adequate financial resources to satisfy its unfunded commitments.
+Added: The balances of unused commitments to extend financing as of March 31, 2021 and December 31, 2020 were as follows:
+Added: Portfolio Company(1) Investment Type March 31,
2021 December 31, 2020
ADE Holding(3) Committed Capex Line $ 88,194 $ 91,814
−Removed: Anju Software, Inc.(1) Delayed Draw Term Loan 1,981,371 1,981,371
+Added: Anju Software, Inc.
+Added: Delayed Draw Term Loan 1,981,371 1,981,371
Arch Global Precision, LLC Delayed Draw Term Loan 3,631,849 4,193,475
−Removed: Armstrong Transport Group (Pele Buyer, LLC)(1) Delayed Draw Term Loan — 712,567
Beacon Pointe Advisors, LLC Delayed Draw Term Loan — 363,636
+Added: Bidwax(2)(3) Acquisition Capex Facility 3,760,958 —
+Added: BigHand UK Bidco Limited(4) Acquisition Capex Facility 1,843,756 —
+Added: British Engineering Services Holdco Limited(4) Acquisition Facility — 7,006,008
+Added: British Engineering Services Holdco Limited(4) Bridge Revolver 623,944 618,177
Centralis Finco S.a.r.l.(3) Acquisition Facility 476,392 495,950
Classic Collision (Summit Buyer, LLC)(2) Delayed Draw Term Loan 454,562 1,672,446
−Removed: CM Acquisitions Holdings Inc.(1) Delayed Draw Term Loan 1,859,111 1,859,111
+Added: CM Acquisitions Holdings Inc.
+Added: Delayed Draw Term Loan 1,551,602 1,551,602
Contabo Finco S.À R.L(3) Delayed Draw Term Loan 219,212 228,211
CSL Dualcom(4) Delayed Draw Term Loan 1,016,577 1,007,182
−Removed: Dart Buyer, Inc.(1) Delayed Draw Term Loan 2,430,569 4,294,503
+Added: Dart Buyer, Inc.
+Added: Delayed Draw Term Loan 2,430,569 2,430,569
DreamStart Bidco SAS(3) Acquisition Facility 956,378 995,640
+Added: F24 (Stairway BidCo GmbH)(3) Acquisition Facility 418,703 323,840
+Added: Fineline Technologies, Inc.(2) Delayed Draw Term Loan 600,000 —
+Added: FitzMark Buyer, Inc.
+Added: Delayed Draw Term Loan 1,470,588 1,470,588
Foundation Risk Partners, Corp.
2 unchanged sentences
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(3) Accordion Facility — 10,225,081
+Added: Home Care Assistance, LLC(2) Delayed Draw Term Loan 3,038,310 —
+Added: IGL Holdings III Corp.
+Added: Delayed Draw Term Loan 5,914,219 5,914,219
+Added: INOS 19-090 GmbH(2)(3) Acquisition Facility 2,620,403 2,727,980
Jocassee Partners LLC Joint Venture 25,000,000 30,000,000
−Removed: Kene Acquisition, Inc.(1) Delayed Draw Term Loan 322,928 1,076,427
−Removed: LAC Intermediate, LLC(1) Delayed Draw Term Loan 2,731,482 4,367,284
−Removed: Options Technology Ltd.(1) Delayed Draw Term Loan 2,918,447 2,918,447
+Added: Kano Laboratories LLC(2) Delayed Draw Term Loan 4,543,950 4,543,950
+Added: Kene Acquisition, Inc.
+Added: Delayed Draw Term Loan — 322,928
+Added: LAF International(2)(3) Acquisition Facility 364,343 —
+Added: LivTech Purchaser, Inc.(2) Delayed Draw Term Loan 447,752 —
+Added: Modern Star Holdings Bidco Pty Limited(5) Capex Term Loan 2,285,953 2,315,967
+Added: Murphy Midco Limited(4) Delayed Draw Term Loan 3,332,269 3,301,472
+Added: Navia Benefit Solutions, Inc.(2) Delayed Draw Term Loan 4,000,000 —
+Added: Options Technology Ltd.
+Added: Delayed Draw Term Loan 2,604,080 2,604,080
+Added: Pacific Health Supplies Bidco Pty Limited(5) CapEx Term Loan 1,343,603 1,535,025
Premier Technical Services Group(4) Acquisition Facility 1,208,676 1,197,505
−Removed: Process Equipment, Inc.(1) Delayed Draw Term Loan — 654,493
−Removed: Professional Datasolutions, Inc.
−Removed: (PDI)(1) Delayed Draw Term Loan — 1,666,994
−Removed: PSC UK Pty Ltd.(9) GBP Acquisition Facility 189,350 1,010,706
+Added: Protego Bidco B.V.(2)(3) Delayed Draw Term Loan 3,836,870 —
+Added: Protego Bidco B.V.(2)(3) Revolver 2,302,121 —
+Added: PSC UK Pty Ltd.(4) Acquisition Facility 540,149 535,157
+Added: Questel Unite(2)(3) Cap Acquisition Facility 4,747,241 10,300,913
+Added: Radwell International, LLC Delayed Draw Term Loan 1,617,973 3,235,947
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: Portfolio Company(1) Investment Type March 31,
+Added: 2021 December 31, 2020
+Added: Rep Seko Merger Sub LLC Delayed Draw Term Loan 1,454,545 1,454,546
+Added: Safety Products Holdings, LLC Delayed Draw Term Loan 6,467,345 6,467,345
Smile Brands Group, Inc.(2) Delayed Draw Term Loan 2,148,691 2,148,691
Springbrook Software (SBRK Intermediate, Inc.) Delayed Draw Term Loan 3,489,026 3,489,026
−Removed: Stairway BidCo GmbH(10) Delayed Draw Term Loan 2,134,276 —
+Added: SSCP Pegasus Midco Limited(4) Delayed Draw Term Loan 13,514,446 13,389,546
The Hilb Group, LLC(2) Delayed Draw Term Loan 5,105,694 5,545,939
−Removed: Thompson Rivers LLC Joint Venture 6,900,000 —
Transit Technologies LLC(2) Delayed Draw Term Loan 6,035,305 6,035,305
−Removed: Transportation Insight, LLC(1) Delayed Draw Term Loan — 2,464,230
−Removed: Truck-Lite Co., LLC(1) Delayed Draw Term Loan 2,884,615 3,205,128
USLS Acquisition, Inc.(2) Delayed Draw Term Loan 450,466 450,466
Utac Ceram(2)(3) Delayed Draw Term Loan — 743,327
−Removed: Validity, Inc.(1) Delayed Draw Term Loan — 898,298
+Added: Waccamaw River Joint Venture 20,500,000 —
+Added: W2O Holdings, Inc.
+Added: Delayed Draw Term Loan 5,989,298 5,989,298
Total unused commitments to extend financing $ 166,491,854 $ 159,236,659
+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.
−Removed: (2) Actual commitment amount is denominated in Euros (€75,039) which was translated into U.S.
−Removed: dollars using the September 30, 2020 spot rate.
−Removed: (3) Actual commitment amount is denominated in Euros (€405,337) which was translated into U.S.
−Removed: dollars using the September 30, 2020 spot rate.
−Removed: (4) September 30, 2020 commitment amount is denominated in Euros (€186,516) which was translated into U.S.
−Removed: dollars using the September 30, 2020 spot rate.
−Removed: December 31, 2019 commitment amount was denominated in Euros (€903,207) which was translated into U.S.
−Removed: dollars using the December 31, 2019 spot rate.
−Removed: (5) Actual commitment amount is denominated in British pounds sterling (£2,646,346) which was translated into U.S.
−Removed: dollars using the using the September 30, 2020 spot rate.
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: (6) Actual commitment amount is denominated in Euros (€813,731) which was translated into U.S.
−Removed: dollars using the September 30, 2020 spot rate.
−Removed: (7) September 30, 2020 commitment amount is denominated in Euros (€8,356,897) which was translated into U.S.
−Removed: dollars using the September 30, 2020 spot rate.
−Removed: December 31, 2019 commitment amount was denominated in Euros (€2,321,187) which was translated into U.S.
−Removed: dollars using the December 31, 2019 spot rate.
−Removed: (8) September 30, 2020 commitment amount is denominated in British pounds sterling (£876,042) which was translated into U.S.
−Removed: dollars using the September 30, 2020 spot rate.
−Removed: December 31, 2019 commitment amount was denominated in British pounds sterling (£979,743) which was translated into U.S.
−Removed: dollars using the December 31, 2019 spot rate.
−Removed: (9) September 30, 2020 commitment amount is denominated in British pounds sterling (£146,466) which was translated into U.S.
−Removed: dollars using the September 30, 2020 spot rate.
−Removed: December 31, 2019 commitment amount was denominated in British pounds sterling (£762,941) which was translated into U.S.
−Removed: dollars using the December 31, 2019 spot rate.
−Removed: (10) September 30, 2020 commitment amount is denominated in British pounds sterling (€1,820,044) which was translated into U.S.
−Removed: dollars using the September 30, 2020 spot rate.
−Removed: (11) September 30, 2020 commitment amount is denominated in British pounds sterling (€2,700,000) which was translated into U.S.
−Removed: dollars using the September 30, 2020 spot rate.
+Added: (3) Actual commitment amount is denominated in Euros.
+Added: Commitment was translated into U.S.
+Added: dollars based on the spot rate at the relevant balance sheet date.
+Added: (4) Actual commitment amount is denominated in British pounds sterling.
+Added: 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.
+Added: Commitment was translated into U.S.
+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 March 31, 2021 and December 31, 2020, the Company had guaranteed € 9.9 million ($11.6 million U.S.
+Added: dollars and $12.1 million U.S.
+Added: dollars, respectively) 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 Unaudited and Audited 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 Unaudited and Audited 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.
17 unchanged sentences
On October 17, 2019, the plaintiff filed a notice of appeal seeking review of the court’s September 20, 2019 order.
−Removed: The plaintiff filed its opening brief with the United States Court of Appeals for the Fourth Circuit on January 6, 2020.
+Added: The plaintiff
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: filed its opening brief with the United States Court of Appeals for the Fourth Circuit on January 6, 2020.
The defendants filed their response brief on February 28, 2020, and the plaintiff filed its reply brief on March 27, 2020.
−Removed: The appeal is currently pending before the United States Court of Appeals for the Fourth Circuit.
−Removed: In addition, the Company may be party to certain lawsuits in the normal course of business.
−Removed: Furthermore, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies.
−Removed: While the outcome of any open legal proceedings, including those described above, cannot at this time be predicted with certainty, the Company does not expect that any reasonably possible losses arising from these matters will materially affect its financial condition or results of operations.
−Removed: Furthermore, in management's opinion, it is not possible to estimate a range of reasonably possible losses with respect to litigation contingencies.
+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: Other than as set forth above, neither the Company, the Adviser, nor the Company’s subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to their respective businesses.
+Added: The Company, the Adviser, and the Company’s subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions.
+Added: Furthermore, third parties may seek to impose liability on the Company in connection with the activities of its portfolio companies.
+Added: While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect its financial condition or results of operations;
+Added: however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.
COVID-19 Developments
−Removed: During the three and nine months ended September 30, 2020, the spread of the Coronavirus and the COVID-19 pandemic had a significant impact on the U.S economy.
+Added: During the three months ended March 31, 2021, the spread of the Coronavirus and the COVID-19 pandemic continued to have a significant impact on the U.S and global economies.
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.
2 unchanged sentences
FINANCIAL HIGHLIGHTS
−Removed: The following is a schedule of financial highlights for the nine months ended September 30, 2020 and 2019:
−Removed: Nine Months Ended September 30,
+Added: The following is a schedule of financial highlights for the three months ended March 31, 2021 and 2020:
+Added: Three Months Ended March 31,
Per share data:
1 unchanged sentence
Net investment income(1) 0.22 0.15
−Removed: Net realized loss on investments / foreign currency transactions(1) (0.77) (0.02)
−Removed: Net unrealized appreciation on investments / foreign currency transactions(1) 0.03 0.50
+Added: Net realized gain (loss) on investments / foreign currency transactions(1) 0.03 (0.01)
+Added: Net unrealized appreciation (depreciation) on investments/ CSA / foreign currency transactions(1) 0.10 (2.44)
Total increase (decrease) from investment operations(1) 0.35 (2.30)
1 unchanged sentence
Purchases of shares in share repurchase plan — 0.03
−Removed: Loss on extinguishment of debt(1) (0.01) —
Other (0.01) —
9 unchanged sentences
(1) Weighted average per share data—basic and diluted;
−Removed: (2) Represents the impact of the different share amounts used in calculating per share data as a result of calculating certain per share data based upon the weighted average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.
+Added: per share data was derived by using the weighted average shares outstanding during the applicable period.
(2) Represents the closing price of the Company’s common stock on the last day of the period.
2 unchanged sentences
Total return is not annualized.
−Removed: MVC ACQUISITION
−Removed: On August 10, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among MVC Capital, Inc., a Delaware corporation (“MVC”), Mustang Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Acquisition Sub”), and Barings.
−Removed: The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, Acquisition Sub will merge with and into MVC, with MVC continuing as the surviving company and as a wholly-owned subsidiary of the Company (the “First Step”) and, immediately thereafter, MVC will merge with and into the Company, with the Company continuing as the surviving company (the “Second Step” and, together with the First Step, the “Merger”).
−Removed: The boards of directors of both the Company and MVC, including all of the respective independent directors, have approved the Merger Agreement and the transactions contemplated therein.
−Removed: The parties to the Merger Agreement intend the Merger to be treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code of 1986.
−Removed: In the First Step, each share of MVC common stock issued and outstanding immediately prior to the effective time of the First Step (excluding any shares cancelled pursuant to the Merger Agreement) will be converted into the right to receive (i) $0.39492 per share in cash, without interest, from Barings (such amount of cash, the “Cash Consideration”) and (ii) 0.94024 (the "Exchange Ratio," such ratio as may be adjusted pursuant to the Merger Agreement) of a validly issued, fully paid and non-assessable share of the Company's common stock, par value $0.001 per share (the “Share Consideration” and together with the Cash Consideration, the “Merger Consideration”).
−Removed: Pursuant to the Merger Agreement, total value of the consideration to be received by MVC stockholders at closing is subject to adjustment as set forth in the Merger Agreement and may be different than the estimated total consideration described herein depending on a number of factors, including the number of outstanding
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: shares of the Company's and MVC's common stock, the payment of tax dividends by MVC, undistributed investment company taxable income and undistributed net capital gains of MVC and changes of the Euro-to-U.S.
−Removed: dollar exchange rate relating to certain of MVC’s investments between April 30, 2020 and the closing date.
−Removed: Consummation of the First Step, which is currently anticipated to occur during the fourth quarter of fiscal year 2020, is subject to certain customary closing conditions, including (1) adoption of the Merger Agreement by a majority of the outstanding shares of MVC's common stock, (2) approval of the issuance of the Company's common stock in the First Step by a majority of the votes cast by the Company's stockholders on the matter, (3) approval of the issuance of the Company’s common stock in connection with the First Step at a price below the then-current net asset value per share of the Company common stock, if applicable, by the vote specified in Section 63(2)(A) of the 1940 Act, as amended, (4) the absence of certain legal impediments to the consummation of the Merger, (5) effectiveness of the registration statement for the Company's common stock to be issued as consideration in the First Step, (6) approval for listing on the New York Stock Exchange of the Company's common stock to be issued as consideration in the First Step, (7) subject to certain materiality standards, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement, and (8) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")).
−Removed: Early termination of the waiting period under the HSR Act was granted on September 30, 2020.
−Removed: In addition, the Company and MVC will take steps necessary to provide for the repayment at closing of MVC’s credit facilities and the redemption or assumption of MVC’s 6.25% senior notes due November 30, 2022.
−Removed: The Company is expected to account for the Merger as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues .
−Removed: 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.
−Removed: 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 consideration differs from the assets carrying amounts on the acquiring entity’s records.
−Removed: 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.
−Removed: 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.
−Removed: If the fair value of the net assets to be acquired exceeds the fair value of the Merger Consideration to be paid by the Company, then the Company would recognize a deemed contribution from Barings in an amount up to approximately $7.0 million.
−Removed: If the fair value of net assets to be acquired exceeds the fair value of the Merger Consideration to be paid by the Company and by Barings, then the Company would also recognize a purchase accounting gain.
−Removed: Alternatively, if the fair value of the net assets to be acquired is less than the fair value of the portion of the Merger Consideration to be paid by the Company, then the Company would recognize a purchase accounting loss.
−Removed: The Company expects any potential gain or loss would be classified as unrealized on the statement of operations until the underlying assets are sold.
−Removed: The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than “non-qualifying” assets (for example cash) and does not give rise to goodwill.
−Removed: The final allocation of the purchase price will be determined after the Merger is completed and after completion of a final analysis to determine the estimated relative fair values of the acquired assets and liabilities.
SUBSEQUENT EVENTS
−Removed: Subsequent to September 30, 2020, the Company made approximately $155.4 million of new commitments, of which $130.6 million closed and funded.
−Removed: The $130.6 million of investments consist of $128.5 million of first lien senior secured debt investments and a $2.1 million second lien senior secured term loan with a combined weighted average yield of 6.2%.
+Added: Subsequent to March 31, 2021, the Company made approximately $156.3 million of new commitments, of which $106.4 million closed and funded.
+Added: The $106.4 million of investments consist of $82.6 million of first lien senior secured debt investments, $20.9 million of second lien senior secured and subordinated debt investments and a $2.9 million equity investments with a combined weighted average yield on debt investments of 6.7%.
In addition, the Company funded $5.1 million of previously committed delayed draw term loans.
−Removed: On October 15, 2020, the 2019 Notes were repaid in full.
−Removed: See Note 5 to our Unaudited Consolidated Financial Statements for information regarding the 2019 Notes.
−Removed: On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes (“Series B Notes”) due November 2025 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 (“Series C Notes” and, collectively with the Series B Notes, the “November Notes”) due November
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: 2027 with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement.
−Removed: 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 secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end.
−Removed: The November Notes were delivered and paid for on November 5, 2020.
−Removed: 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 or its affiliates in accordance with their terms.
−Removed: Interest on the November Notes will be due semiannually.
−Removed: In addition, the Company is obligated to offer to repay the November Notes at par if certain change in control events occur.
−Removed: The August 2025 Notes will be the Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
−Removed: In connection with the November NPA, also on November 4, 2020, the Company amended the Note Purchase Agreement entered into on August 3, 2020 to reduce the aggregate principal amount of unissued Additional Notes from $50.0 million to $25.0 million.
−Removed: On November 9, 2020 the Board declared a quarterly distribution of $0.17 per share payable on December 2, 2020 to holders of record as of November 25, 2020.
−Removed: See Note 7 to our Unaudited Consolidated Financial Statements for information regarding the potential impact of the COVID-19 pandemic.
−Removed: 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.
+Added: On May 6, 2021, the Board declared a quarterly distribution of $0.20 per share payable on June 16, 2021 to holders of record as of June 9, 2021.
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.