2 unchanged sentences
Consolidated Balance Sheets
+Added: September 30,
2021 December 31, 2020
Investments at fair value:
−Removed: Non-Control / Non-Affiliate investments (cost of $1,397,993,028 and $1,318,614,617 as of June 30, 2021 and December 31, 2020, respectively)
+Added: Non-Control / Non-Affiliate investments (cost of $1,346,611,782 and $1,318,614,617 as of September 30, 2021 and December 31, 2020, respectively)
$ 1,355,088,125 $ 1,325,783,281
−Removed: Affiliate investments (cost of $114,383,398 and $76,055,873 as of June 30, 2021 and December 31, 2020, respectively)
+Added: Affiliate investments (cost of $211,274,188 and $76,055,873 as of September 30, 2021 and December 31, 2020, respectively)
222,999,987 78,598,633
−Removed: Control investments (cost of $25,826,428 and $25,826,428 as of June 30, 2021 and December 31, 2020, respectively)
+Added: Control investments (cost of $25,826,428 as of both September 30, 2021 and December 31, 2020)
24,394,808 25,855,796
−Removed: Short-term investments (cost of $10,574,196 and $65,558,227 as of June 30, 2021 and December 31, 2020, respectively)
+Added: Short-term investments (cost of $50,000,000 and $65,558,227 as of September 30, 2021 and December 31, 2020, respectively)
50,000,000 65,558,227
Total investments at fair value 1,652,482,920 1,495,795,937
−Removed: Cash (restricted cash of $0 and $3,488,336 at June 30, 2021 and December 31, 2020, respectively)
+Added: Cash (restricted cash of $0 and $3,488,336 at September 30, 2021 and December 31, 2020, respectively)
30,248,388 62,651,340
−Removed: Foreign currencies (cost of $9,194,416 and $29,555,465 as of June 30, 2021 and December 31, 2020, respectively)
+Added: Foreign currencies (cost of $11,311,582 and $29,555,465 as of September 30, 2021 and December 31, 2020, respectively)
11,137,184 29,836,121
1 unchanged sentence
Prepaid expenses and other assets 1,785,731 2,014,558
−Removed: Credit support agreement (cost of $13,600,000 as of both June 30, 2021 and December 31, 2020)
+Added: Credit support agreement (cost of $13,600,000 as of both September 30, 2021 and December 31, 2020)
14,300,006 13,600,000
13 unchanged sentences
Commitments and contingencies (Note 7)
−Removed: Common stock, $0.001 par value per share (150,000,000 shares authorized and 65,316,085 shares issued and outstanding as of both June 30, 2021 and December 31, 2020)
+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 September 30, 2021 and December 31, 2020)
65,316 65,316
7 unchanged sentences
Unaudited Consolidated Statements of Operations
−Removed: Six Months Ended
−Removed: Six Months Ended
−Removed: 2021 June 30,
−Removed: 2020 June 30,
−Removed: 2021 June 30,
+Added: Nine Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: 2021 September 30,
+Added: 2020 September 30,
+Added: 2021 September 30,
Investment income:
28 unchanged sentences
Net investment income 14,882,552 7,960,166 43,796,306 21,783,364
−Removed: Income taxes, including excise tax benefit — — (18,038) —
+Added: Income taxes, including excise tax provision 25,533 7,561 7,495 7,561
Net investment income after taxes 14,857,019 7,952,605 43,788,811 21,775,803
1 unchanged sentence
Unaudited Consolidated Statements of Operations — (Continued)
−Removed: Six Months Ended
−Removed: Six Months Ended
−Removed: 2021 June 30,
−Removed: 2020 June 30,
−Removed: 2021 June 30,
+Added: Nine Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: 2021 September 30,
+Added: 2020 September 30,
+Added: 2021 September 30,
Realized and unrealized gains (losses) on investments, credit support agreement and foreign currency transactions:
4 unchanged sentences
Foreign currency transactions (4,687,686) (1,028,262) (5,872,868) (1,089,787)
−Removed: Net realized gains (losses) 342,660 (16,514,997) 2,182,240 (16,817,369)
+Added: Net realized losses (3,761,700) (20,506,085) (1,579,460) (37,323,454)
Net unrealized appreciation (depreciation):
5 unchanged sentences
Foreign currency transactions 10,876,864 (2,144,050) 14,268,895 (1,756,412)
−Removed: Net unrealized appreciation (depreciation) 14,409,413 65,043,310 20,683,568 (54,352,743)
+Added: Net unrealized appreciation 3,315,063 55,947,382 23,998,631 1,594,639
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreement and foreign currency transactions (446,637) 35,441,297 22,419,171 (35,728,815)
12 unchanged sentences
Capital Total Distributable Earnings (Loss) Total
−Removed: Three Months Ended June 30, 2020
+Added: Three Months Ended September 30, 2020
of Shares Par
−Removed: Balance, March 31, 2020 48,288,822 $ 48,289 $ 848,982,942 $ (403,286,323) $ 445,744,908
+Added: Balance, June 30, 2020 47,961,753 $ 47,962 $ 846,636,727 $ (356,211,495) $ 490,473,194
Net investment income — — — 7,952,605 7,952,605
Net realized loss on investments / foreign currency transactions — — — (20,506,085) (20,506,085)
−Removed: Net unrealized depreciation of investments / foreign currency transactions — — — 65,043,310 65,043,310
+Added: Net unrealized appreciation of investments / foreign currency transactions — — — 55,947,382 55,947,382
Loss on extinguishment of debt — — — (216,474) (216,474)
−Removed: Provision for taxes — — — (2,532) (2,532)
+Added: Income tax benefit — — — 199 199
Dividends / distributions — — — (7,673,880) (7,673,880)
−Removed: Purchases of shares in repurchase plan (327,069) (327) (2,346,215) — (2,346,542)
−Removed: Balance, June 30, 2020 47,961,753 $ 47,962 $ 846,636,727 $ (356,211,495) $ 490,473,194
+Added: Balance, September 30, 2020 47,961,753 $ 47,962 $ 846,636,727 $ (320,707,748) $ 525,976,941
Common Stock Additional
Capital Total Distributable Earnings (Loss) Total
−Removed: Three Months Ended June 30, 2021
+Added: Three Months Ended September 30, 2021
of Shares Par
−Removed: Balance, March 31, 2021 65,316,085 $ 65,316 $ 1,027,707,047 $ (299,889,616) $ 727,882,747
+Added: Balance, June 30, 2021 65,316,085 $ 65,316 $ 1,027,707,047 $ (283,644,802) $ 744,127,561
Net investment income — — — 14,857,019 14,857,019
−Removed: Net realized gain on investments / foreign currency transactions — — — 342,660 342,660
+Added: Net realized loss on investments / foreign currency transactions — — — (3,761,700) (3,761,700)
Net unrealized appreciation of investments / CSA / foreign currency transactions — — — 3,315,063 3,315,063
−Removed: Provision for taxes — — — (1,700) (1,700)
Dividends / distributions — — — (13,716,378) (13,716,378)
−Removed: Balance, June 30, 2021 65,316,085 $ 65,316 $ 1,027,707,047 $ (283,644,802) $ 744,127,561
+Added: Balance, September 30, 2021 65,316,085 $ 65,316 $ 1,027,707,047 $ (282,950,798) $ 744,821,565
See accompanying notes.
3 unchanged sentences
Capital Total Distributable Earnings (Loss) Total
−Removed: Six Months Ended June 30, 2020
+Added: Nine Months Ended September 30, 2020
of Shares Par
2 unchanged sentences
Net realized loss on investments / foreign currency transactions — — — (37,323,454) (37,323,454)
−Removed: Net unrealized depreciation of investments / foreign currency transactions — — — (54,352,743) (54,352,743)
+Added: Net unrealized appreciation of investments / foreign currency transactions — — — 1,594,639 1,594,639
Loss on extinguishment of debt — — — (660,066) (660,066)
2 unchanged sentences
Purchases of shares in repurchase plan (989,050) (989) (7,129,643) — (7,130,632)
−Removed: Balance, June 30, 2020 47,961,753 $ 47,962 $ 846,636,727 $ (356,211,495) $ 490,473,194
+Added: Balance, September 30, 2020 47,961,753 $ 47,962 $ 846,636,727 $ (320,707,748) $ 525,976,941
Common Stock Additional
Capital Total Distributable Earnings (Loss) Total
−Removed: Six Months Ended June 30, 2021
+Added: Nine Months Ended September 30, 2021
of Shares Par
5 unchanged sentences
Dividends / distributions — — — (39,189,651) (39,189,651)
−Removed: Balance, June 30, 2021 65,316,085 $ 65,316 $ 1,027,707,047 $ (283,644,802) $ 744,127,561
+Added: Balance, September 30, 2021 65,316,085 $ 65,316 $ 1,027,707,047 $ (282,950,798) $ 744,821,565
See accompanying notes.
1 unchanged sentence
Unaudited Consolidated Statements of Cash Flows
−Removed: Six Months Ended
−Removed: Six Months Ended
−Removed: June 30, 2021 June 30, 2020
+Added: Nine Months Ended
+Added: Nine Months Ended
+Added: September 30, 2021 September 30, 2020
Cash flows from operating activities:
8 unchanged sentences
Net realized loss on foreign currency transactions 5,872,868 1,089,787
−Removed: Net unrealized (appreciation) depreciation of investments (16,591,531) 54,740,381
+Added: Net unrealized appreciation of investments (9,029,730) (3,351,051)
Net unrealized appreciation of CSA (700,006) —
28 unchanged sentences
Unaudited Consolidated Schedule of Investments
−Removed: June 30, 2021
+Added: September 30, 2021
Portfolio Company (6)
13 unchanged sentences
7,567,965 7,479,458 7,416,606
+Added: Acclime Holdings HK Limited
+Added: (0.5%)* (3) (7) (8) (11)
+Added: Business Services First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.0% Cash, Acquired 08/21, Due 07/27) 3,750,000 3,537,413 3,532,500
+Added: 3,750,000 3,537,413 3,532,500
Accurus Aerospace Corporation (2.8%)* (7) (8) (11)
1 unchanged sentence
24,779,746 24,574,939 20,889,326
+Added: ADB Safegate (0.7%)* (3) (8) (11)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.8% Cash, Acquired 08/21, Due 10/25) 5,500,000 5,069,046 5,180,340
+Added: 5,500,000 5,069,046 5,180,340
Advantage Software Company (The), LLC (2.7%)* (7)
4 unchanged sentences
18,256,407 18,549,793 20,228,074
−Removed: AEP Holdings, Inc.
−Removed: (1.9%)* (7) (8)
−Removed: Wholesale First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/25) (16)
−Removed: 5,220,549 5,213,139 5,168,343
−Removed: First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/25) (11)
−Removed: 8,726,897 8,562,442 8,639,628
−Removed: 13,947,446 13,775,581 13,807,971
Aftermath Bidco Corporation (1.2%)* (7) (8) (11)
7 unchanged sentences
AIT Worldwide Logistics Holdings, Inc.
−Removed: (0.9%)* (7) (8)
Transportation Services Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.5% Cash, Acquired 04/21, Due 04/28) (8) (11)
8 unchanged sentences
14,395,213 13,413,417 16,266,591
−Removed: Anchorage Capital CLO Ltd:
−Removed: Series 2013-1A (0.3%)* (3) (8) (11)
−Removed: Structured Finance Structured Secured Note - Class DR (LIBOR + 6.8%, 7.0% Cash, Acquired 03/20, Due 10/30) 2,000,000 1,751,454 2,000,164
−Removed: 2,000,000 1,751,454 2,000,164
Anju Software, Inc.
7 unchanged sentences
2,235,951 2,125,203 2,206,511
−Removed: Apus Bidco Limited (0.5%)* (3) (7) (8) (15)
−Removed: Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 02/21, Due 03/28) 3,979,483 3,816,214 3,880,473
−Removed: 3,979,483 3,816,214 3,880,473
−Removed: AQA Acquisition Holding, Inc.
+Added: GmbH (0.6%)* (3) (7)
+Added: Chemicals, Plastics, & Rubber First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/27) (8) (16)
4,745,043 4,713,323 4,626,417
−Removed: High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.0% Cash, Acquired 03/21, Due 03/29) 20,000,000 19,471,907 19,500,000
+Added: Preferred Stock (13 shares, Acquired 09/21) 119,828 113,509
+Added: Common Stock (48 shares, Acquired 09/21) 11,983 11,653
4,745,043 4,845,134 4,751,579
1 unchanged sentence
Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
+Added: September 30, 2021
Portfolio Company (6)
1 unchanged sentence
Amount Cost Fair
+Added: Apus Bidco Limited (0.5%)* (3) (7) (8) (15)
+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) $ 3,884,134 $ 3,870,272 $ 3,796,407
+Added: 3,884,134 3,870,272 3,796,407
+Added: AQA Acquisition Holding, Inc.
+Added: (2.6%)* (7) (8) (11)
+Added: High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.0% Cash, Acquired 03/21, Due 03/29) 20,000,000 19,497,248 19,562,960
+Added: 20,000,000 19,497,248 19,562,960
Arch Global Precision LLC (1.2%)* (7) (8) (9)
16 unchanged sentences
7,261,840 7,172,717 7,116,603
−Removed: Ascensus Specialties, LLC
−Removed: (0.9%)* (7) (8) (9)
−Removed: Specialty Chemicals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.8% Cash, Acquired 09/19, Due 09/26) 6,983,949 6,929,297 6,955,238
−Removed: 6,983,949 6,929,297 6,955,238
ASPEQ Heating Group LLC (1.2%)* (7) (8) (9)
35 unchanged sentences
10,000,000 11,010,000 10,623,862
−Removed: British Airways 2020-1 Class B Pass Through Trust (0.1%)* Airlines Structured Secured Note - Class B (8.4% Cash, Acquired 11/20, Due 11/28) 863,250 863,250 1,001,040
+Added: Bounteous, Inc.
(0.9%)* (7) (8) (11)
−Removed: British Engineering Services Holdco Limited (2.1%)* (3) (7) (8) (15)
−Removed: Commercial Services & Supplies First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.0% Cash, Acquired 12/20, Due 12/27) 15,839,726 15,048,263 15,440,924
+Added: Technology First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27) 6,886,364 6,740,007 6,736,364
6,886,364 6,740,007 6,736,364
1 unchanged sentence
Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
+Added: September 30, 2021
Portfolio Company (6)
1 unchanged sentence
Amount Cost Fair
+Added: Brightline Trains Florida LLC (0.7%)* Transportation Senior Secured Note (8.0% Cash, Acquired 08/21, Due 01/28) $ 5,000,000 $ 5,000,000 $ 4,941,125
+Added: 5,000,000 5,000,000 4,941,125
+Added: British Airways 2020-1 Class B Pass Through Trust (0.1%)* Airlines Structured Secured Note - Class B (8.4% Cash, Acquired 11/20, Due 11/28) 836,486 836,486 979,265
+Added: 836,486 836,486 979,265
+Added: British Engineering Services Holdco Limited (2.1%)* (3) (7) (8) (15)
+Added: Commercial Services & Supplies First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.0% Cash, Acquired 12/20, Due 12/27) 15,460,203 15,064,588 15,270,266
+Added: 15,460,203 15,064,588 15,270,266
Brown Machine Group Holdings, LLC (0.9%)* (7) (8) (10)
11 unchanged sentences
8,915,060 8,289,582 8,882,775
−Removed: 7,239,000 6,608,922 7,228,710
Centralis Finco S.a.r.l.
3 unchanged sentences
Cineworld Group PLC
−Removed: Leisure Products First Lien Senior Secured Term Loan (LIBOR + 2.50%, 3.5% Cash, Acquired 04/20, Due 02/25) (8) (12)
+Added: Leisure Products First Lien Senior Secured Term Loan (LIBOR + 2.5%, 3.5% Cash, 2.5% PIK, Acquired 04/20, Due 02/25) (8) (12)
9,049,339 6,354,276 7,438,013
Super Senior Secured Term Loan (7.0% Cash, 8.3% PIK, Acquired 11/20, Due 05/24) 1,749,570 1,544,114 2,157,079
+Added: Super Senior Secured Term Loan (8.25% Cash, 9.3% Cash, Acquired 07/21, Due 05/24) 993,503 957,944 1,060,565
Warrants (553,375 units, Acquired 12/20) 101,602 274,581
21 unchanged sentences
1,405,059 1,314,934 1,405,059
+Added: Coyo Uprising GmbH (1.2%)* (3) (7)
+Added: First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/28) (8) (16)
+Added: 8,195,509 8,050,115 7,956,473
+Added: Class A Units (440.0 units, Acquired 09/21) 205,333 202,537
+Added: Class B Units (191.0 units, Acquired 09/21) 445,883 439,388
+Added: 8,195,509 8,701,331 8,598,398
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: September 30, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Crash Champions (0.7%)* (7) (8) (11)
10 unchanged sentences
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/21, Due 01/27) (8) (11)
+Added: 2,826,882 2,769,209 2,826,882
LLC Units (161,290.32 units, Acquired 01/21) 161,290 142,742
4 unchanged sentences
12,217,301 12,035,364 12,012,230
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
−Removed: Portfolio Company (6)
−Removed: Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
Discovery Education, Inc.
10 unchanged sentences
DreamStart Bidco SAS (d/b/a SmartTrade) (0.3%)* (3) (7) (8) (17)
−Removed: Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 4.5%, 4.5% Cash, 1.0% PIK, Acquired 03/20, Due 03/27) 2,200,328 1,981,308 2,151,243
+Added: Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 03/20, Due 03/27) 2,150,323 1,984,101 2,109,444
2,150,323 1,984,101 2,109,444
−Removed: Dukane IAS, LLC (0.6%)* (7) (23)
−Removed: Welding Equipment Manufacturer Second Lien Note (10.5% Cash, 2.5% PIK, Acquired 12/20, Due 12/24) 4,662,752 4,662,752 4,662,752
+Added: Dune Group (0.5%)* (3) (7) (8)
+Added: Health Care Equipment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 5.8% Cash, Acquired 09/21, Due 09/28) (11)
3,530,280 3,468,520 3,468,500
+Added: First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 09/21, Due 09/28) (16)
+Added: (35,248) (34,769)
+Added: 3,530,280 3,433,272 3,433,731
+Added: Dwyer Instruments, Inc.
+Added: (1.1%)* (7) (8) (11)
+Added: First Lien Senior Secured Term Loan (LIBOR + 5.50%, 6.3% Cash, Acquired 07/21, Due 07/27) 8,036,902 7,858,620 7,851,810
+Added: 8,036,902 7,858,620 7,851,810
+Added: Ellkay, LLC (0.7%)* (7) (8) (11)
+Added: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 09/21, Due 09/27) 5,000,000 4,900,303 4,900,000
+Added: 5,000,000 4,900,303 4,900,000
Entact Environmental Services, Inc.
20 unchanged sentences
4,269,265 4,193,607 4,260,727
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: September 30, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Foundation Risk Partners, Corp.
8 unchanged sentences
4,696,562 5,449,734 5,450,462
−Removed: GoldenTree Loan Opportunities IX, Limited:
−Removed: Series 2014-9A (0.2%)* (3) (8) (11)
−Removed: Structured Finance Structured Secured Note - Class DR2 (LIBOR + 3.0%, 3.2% Cash, Acquired 03/20, Due 10/29) 1,250,000 930,689 1,243,100
+Added: FSS Buyer LLC (1.3%)* (7)
+Added: Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 08/21, Due 08/28) (8) (11)
9,937,347 9,740,595 9,738,600
+Added: LP Interest (1,160.9 units, Acquired 08/21) 11,609 11,609
+Added: LP Units (460,652.6 units, Acquired 08/21) 51,043 51,043
+Added: 9,937,347 9,803,247 9,801,252
GTM Intermediate Holdings, Inc.
12 unchanged sentences
3,491,250 3,440,704 3,443,245
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
−Removed: Portfolio Company (6)
−Removed: Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
Hawaiian Airlines 2020-1 Class B Pass Through Certificates (0.9%)* Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 6,092,593 6,092,593 6,969,067
1 unchanged sentence
Heartland, LLC (1.9%)* (7) (8) (11)
−Removed: Commercial Services & Supplies First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 08/19, Due 08/25) 9,283,341 9,137,266 9,283,342
+Added: Business Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 08/19, Due 08/25) 14,110,797 14,004,910 13,828,581
14,110,797 14,004,910 13,828,581
17 unchanged sentences
7,450,605 7,343,894 7,450,605
−Removed: Hyperion Materials & Technologies, Inc.
−Removed: (1.8%)* (7) (8) (11)
−Removed: Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 08/19, Due 08/26) 13,785,817 13,590,466 13,732,466
−Removed: 13,785,817 13,590,466 13,732,466
IGL Holdings III Corp.
7 unchanged sentences
8,147,000 8,100,534 6,256,896
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: September 30, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
IM Square (0.9%)* (3) (7) (8) (16)
11 unchanged sentences
5,371,919 5,490,210 5,356,008
−Removed: International Precision Components (0.5%)* (7) (23)
−Removed: Plastic Injection Molding Second Lien Loan (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 10/24) 3,909,761 3,852,090 3,909,761
−Removed: 3,909,761 3,852,090 3,909,761
ISS#2, LLC (d/b/a Industrial Services Solutions) (0.9%)* (7) (8) (11)
3 unchanged sentences
(1.1%)* (3) (7) (8)
−Removed: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.8% Cash, 2.0% PIK, Acquired 11/19, Due 12/26) (12)
+Added: Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 6.0%, 6.0% Cash, Acquired 11/19, Due 12/26) (12)
7,241,738 7,093,269 7,167,612
−Removed: First Lien Senior Secured Term Loan (EURIBOR + 4.5%, 4.5% Cash, 2.0% PIK, Acquired 11/19, Due 12/26) (17)
+Added: First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 11/19, Due 12/26) (17)
1,338,894 1,252,089 1,325,189
8,580,632 8,345,358 8,492,801
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
−Removed: Portfolio Company (6)
−Removed: Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
Jedson Engineering, Inc.
9 unchanged sentences
Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 11/20, Due 09/26) (8) (11)
+Added: 8,779,520 8,548,054 8,779,520
Partnership Equity (203.2 units, Acquired 11/20) 203,198 230,306
7 unchanged sentences
24,244,318 23,708,135 24,244,318
−Removed: LAC Intermediate, LLC (f/k/a Lighthouse Autism Center) (4.7%)* (7) (8)
−Removed: Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/18, Due 10/24) (11)
−Removed: 34,296,589 33,670,721 34,296,589
−Removed: Class A LLC Units (154,320 units, Acquired 10/18) 154,320 379,627
−Removed: 34,296,589 33,825,041 34,676,216
LAF International (0.2%)* (3) (7) (8) (17)
7 unchanged sentences
Legal Solutions Holdings (1.5%)* (7) (24) (25)
−Removed: Business Services Senior Subordinated Loan (6.0% Cash, 10.0% PIK, Acquired 12/20, Due 03/22) 10,930,158 10,129,503 10,252,488
+Added: Business Services Senior Subordinated Loan (16.0% PIK, Acquired 12/20, Due 03/22) 11,371,442 10,129,207 11,030,298
11,371,442 10,129,207 11,030,298
4 unchanged sentences
MC Group Ventures Corporation (0.6%)* (7)
−Removed: Business Services Partnership Units (746.66 Units, Acquired 06/21) — 746,662 746,660
+Added: Business Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 07/21, Due 06/27) (8) (11)
3,703,504 3,595,340 3,613,089
+Added: Partnership Units (746.66 Units, Acquired 06/21) 746,662 746,660
+Added: 3,703,504 4,342,002 4,359,749
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: September 30, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Media Recovery, Inc.
5 unchanged sentences
7,384,713 7,218,940 7,384,713
+Added: MNS Buyer, Inc.
+Added: Construction & Building First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 08/21, Due 08/27) (8) (9)
+Added: 923,077 904,955 904,615
+Added: Partnership Units (76.92 Units, Acquired 08/21) 76,923 76,920
+Added: 923,077 981,878 981,535
Modern Star Holdings Bidco Pty Limited.
16 unchanged sentences
2,388,000 2,325,788 2,333,009
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
−Removed: Portfolio Company (6)
−Removed: Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (1.6%)* (7) (8) (9)
2 unchanged sentences
Odeon Cinemas Group Limited (0.5%)* (3) (7)
−Removed: Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (10.75% PIK, Acquired 02/21, Due 08/23) 1,414,117 1,373,555 1,442,399
−Removed: First Lien Senior Secured Term Loan (10.75% PIK, Acquired 02/21, Due 08/23) 2,567,534 2,548,970 2,618,884
+Added: Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (10.8% Cash, Acquired 02/21, Due 08/23) 3,995,750 4,042,293 4,075,665
3,995,750 4,042,293 4,075,665
22 unchanged sentences
Pare SAS (SAS Maurice MARLE) (0.6%)* (3) (7) (8) (16)
−Removed: Health Care Equipment First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, 1.0% PIK, Acquired 12/19, Due 12/26) 4,836,103 4,471,745 4,739,381
+Added: Health Care Equipment First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 4,726,198 4,474,717 4,693,115
4,726,198 4,474,717 4,693,115
5 unchanged sentences
7,494,534 7,124,480 7,239,720
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: September 30, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
+Added: PDQ.Com Corporation (0.6%)* (7)
+Added: Business Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 08/21, Due 08/28) (8) (11)
+Added: $ 4,694,533 $ 4,608,355 $ 4,607,315
+Added: Class A-2 Partnership Units (26.32 units, Acquired 08/21) 26,316 26,320
+Added: 4,694,533 4,634,671 4,633,635
PerTronix, LLC (0.9%)* (7) (8) (9)
1 unchanged sentence
6,525,965 6,440,766 6,525,965
−Removed: Premier Technical Services Group (Project Graphite) (0.5%)* (3) (7) (8) (14)
−Removed: Construction & Engineering First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.3% Cash, Acquired 08/19, Due 06/26) 3,415,902 2,969,477 3,415,902
−Removed: 3,415,902 2,969,477 3,415,902
Premium Franchise Brands, LLC (2.0%)* (7) (8) (11)
4 unchanged sentences
2,732,804 2,674,511 2,583,119
+Added: Preqin MC Limited (0.9%)* (3) (7) (8) (23)
+Added: Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 08/21, Due 07/28) 6,789,005 6,589,000 6,585,335
+Added: 6,789,005 6,589,000 6,585,335
Process Equipment, Inc.
11 unchanged sentences
3,847,520 3,866,861 3,787,454
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
−Removed: Portfolio Company (6)
−Removed: Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
PSC UK Pty Ltd.
2 unchanged sentences
2,648,286 2,453,899 2,648,286
+Added: QPE7 SPV1 BidCo Pty Ltd (0.5%)* (3) (7) (8) (20)
+Added: Consumer Cyclical First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 09/21, Due 09/26) 4,149,193 4,022,028 4,075,972
+Added: 4,149,193 4,022,028 4,075,972
Questel Unite (3.4%)* (3) (7) (8)
4 unchanged sentences
25,225,583 25,530,004 25,124,681
−Removed: Radwell International, LLC (2.1%)* (7) (8) (11)
−Removed: Wholesale First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 12/26) 15,838,237 15,546,688 15,579,836
−Removed: 15,838,237 15,546,688 15,579,836
Recovery Point Systems, Inc.
−Removed: (1.6%)* (7) (8)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 08/20, Due 07/26) (8) (11)
9 unchanged sentences
2,088,364 2,048,222 2,052,475
+Added: Reward Gateway (UK) Ltd (2.2%)* (3) (7) (8) (22)
+Added: Precious Metals & Minerals First Lien Senior Secured Term Loan (SONIA + 6.75%, 6.8% Cash, Acquired 08/21, Due 06/28) 16,885,629 16,872,272 16,359,475
+Added: 16,885,629 16,872,272 16,359,475
RPX Corporation (3.0%)* (7) (8) (11)
5 unchanged sentences
9,543,326 9,512,741 9,543,326
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: September 30, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Safety Products Holdings, LLC (3.0%)* (7)
19 unchanged sentences
14,026,839 13,776,673 13,606,034
−Removed: SMA Holdings, Inc.
−Removed: (1.0%)* (7) (23)
−Removed: Consulting First Lien Loan (11.0% Cash, Acquired 12/20, Due 06/24) 7,000,000 6,720,000 6,860,000
−Removed: Warrants (2.0 units, Acquired 12/20) 286,781 485,741
−Removed: 7,000,000 7,006,781 7,345,741
Smile Brands Group Inc.
1 unchanged sentence
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 5.17%, 5.4% Cash, Acquired 10/18, Due 10/24) 4,593,488 4,544,784 4,541,006
−Removed: First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 10/24) 9,264,438 9,018,510 9,264,438
4,593,488 4,544,784 4,541,006
5 unchanged sentences
10,372,004 10,197,959 10,372,004
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
−Removed: Portfolio Company (6)
−Removed: Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
SPT Acquico Limited (0.1%)* (3) (7) (8) (11)
8 unchanged sentences
17,390,580 16,402,204 17,377,190
+Added: TA SL Cayman Aggregator Corp.
+Added: Technology Unsecured HoldCo Note (8.8% PIK, Acquired 07/21, Due 07/28) (8)
+Added: 1,994,681 1,955,723 1,954,788
+Added: Common Stock (1,227.79 shares, Acquired 07/21) 49,876 49,873
+Added: 1,994,681 2,005,599 2,004,661
The Hilb Group, LLC
21 unchanged sentences
22,127,885 21,779,394 22,127,885
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: September 30, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Trystar, LLC (1.5%)* (7)
6 unchanged sentences
8,697,056 8,383,961 8,618,783
+Added: Turnberry Solutions, Inc.
+Added: (1.0%)* (7) (8) (11)
+Added: Consumer Cyclical First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 07/21, Due 09/26) 7,500,000 7,354,973 7,350,000
+Added: 7,500,000 7,354,973 7,350,000
Gas & Electric, Inc.
24 unchanged sentences
4,783,146 4,680,384 4,720,965
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
−Removed: Portfolio Company (6)
−Removed: Industry Type of Investment (1) (2)
−Removed: Amount Cost Fair
Vital Buyer, LLC (1.1%)* (7)
5 unchanged sentences
(0.3%)* (7) (8) (11)
−Removed: Healthcare Technology Undrawn Delayed Draw Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 10/20, Due 06/25) — (106,398) —
+Added: Healthcare Technology First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 10/20, Due 06/25) 2,152,276 2,087,324 2,152,276
2,152,276 2,087,324 2,152,276
6 unchanged sentences
Affiliate Investments:
+Added: Eclipse Business Capital, LLC (12.7%)* (7)
+Added: Banking, Finance, Insurance, & Real Estate
+Added: Second Lien Senior Secured Term Loan (7.5% Cash, Acquired 07/21, Due 07/28) 4,545,455 4,501,161 4,545,455
+Added: Revolver (LIBOR + 7.25%, Acquired 07/21.
+Added: Due 07/28) (11)
+Added: LLC Units (89,849,519 units, Acquired 07/21) 89,849,519 89,849,519
+Added: 4,545,455 94,218,724 94,394,974
Jocassee Partners LLC (4.9%)* (3)
5 unchanged sentences
4,753,000 5,953,405
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: September 30, 2021
+Added: Portfolio Company (6)
+Added: Industry Type of Investment (1) (2)
+Added: Amount Cost Fair
Security Holdings B.V.
2 unchanged sentences
Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) 8,953,684 8,953,685 8,953,684
−Removed: Senior Unsecured Term Loan (9.0% PIK, Acquired 04/21, Due 04/25) 8,301,304 8,347,853 8,301,304
+Added: Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK, Acquired 04/21, Due 04/25) 6,953,700 7,155,302 6,953,700
Common Stock (900 shares, Acquired 12/20) 21,264,000 23,159,294
9 unchanged sentences
MVC Automotive Group Gmbh (2.2%)* (3) (7) (25)
−Removed: 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: Automotive Bridge Loan (6.0% Cash, Acquired 12/20, Due 12/21) 7,149,166 7,149,166 7,149,166
Common Equity Interest (18,000 shares, Acquired 12/20) 9,553,000 9,080,420
5 unchanged sentences
Subtotal Control Investments (3.3%) 7,149,166 25,826,428 24,394,808
−Removed: Short-Term Investment:
+Added: Short-Term Investments:
+Added: BlackRock, Inc.
+Added: (3.4%)* Money Market Fund BlackRock Liquidity Temporary Fund (0.04% yield) 25,000,000 25,000,000
+Added: 25,000,000 25,000,000
JPMorgan Chase & Co.
2 unchanged sentences
Subtotal Short-Term Investment (6.7%) 50,000,000 50,000,000
−Removed: Total Investments, June 30, 2021 (211.7%)*
+Added: Total Investments, September 30, 2021 (221.9%)*
$ 1,406,971,269 $ 1,633,712,398 $ 1,652,482,920
−Removed: Barings BDC, Inc.
−Removed: Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
Derivative Instruments
2 unchanged sentences
Credit Support Agreement Barings LLC 01/01/31 $ 23,000,000 $ 14,300,006 $ 700,006
−Removed: Total Credit Support Agreement, June 30, 2021
+Added: Total Credit Support Agreement, September 30, 2021
(a) The Credit Support Agreement covers all of the investments acquired by Barings BDC, Inc.
3 unchanged sentences
(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.
−Removed: (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: (c) Settlement Date means the earlier of (1) January 1, 2031 or (2) the date on which the entire Reference Portfolio has been realized or written off.
(d) See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreement.
+Added: Barings BDC, Inc.
+Added: Unaudited Consolidated Schedule of Investments — (Continued)
+Added: September 30, 2021
Foreign Currency Forward Contracts:
6 unchanged sentences
Foreign currency forward contract (CAD) $4,881,155 C$6,229,673 01/06/22 (36,660)
+Added: Foreign currency forward contract (DKK) 2,105,000kr.
+Added: $328,520 10/06/21 (428)
+Added: Foreign currency forward contract (DKK) $334,772 2,105,000kr.
+Added: 10/06/21 6,680
+Added: Foreign currency forward contract (DKK) $335,107 2,142,838kr.
Foreign currency forward contract (EUR) €13,326,630 $15,559,560 10/06/21 (114,118)
7 unchanged sentences
Foreign currency forward contract (SEK) $203,853 1,791,942kr 01/07/22 (1,216)
−Removed: Total Foreign Currency Forward Contracts, June 30, 2021
+Added: Total Foreign Currency Forward Contracts, September 30, 2021
_______________________________________________________________
1 unchanged sentence
(1) All debt investments are income producing, unless otherwise noted.
−Removed: Equity and any equity-linked investments are non-income producing, unless otherwise noted.
+Added: Eclipse Business Capital, LLC, Ferrellgas L.P ., Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing.
+Added: All other equity and any equity-linked investments are non-income producing.
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.
1 unchanged sentence
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, BBSY, STIBOR, CDOR, SONIA 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, CDOR, SOFR, SONIA 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 June 30, 2021 represented 211.7% 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 September 30, 2021 represented 221.9% of the Company’s net assets, are subject to legal restrictions on sales.
The acquisition date represents the date of the Company's initial investment in the relevant portfolio company.
(3) Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act.
−Removed: Non-qualifying assets repres en t 25.6% of tot al investments at fair value as of June 30, 2021.
+Added: Non-qualifying assets repres en t 26.4% of tot al investments at fair value as of September 30, 2021.
Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.
2 unchanged sentences
Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
+Added: September 30, 2021
(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”).
−Removed: Transactions related to investments in non-controlled "Affiliate Investments" for the six months ended June 30, 2021 were as follows:
+Added: Transactions related to investments in non-controlled "Affiliate Investments" for the nine months ended September 30, 2021 were as follows:
December 31, 2020
Value Gross Additions
−Removed: (b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) June 30, 2021 Value
+Added: (b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) September 30, 2021 Value
Amount of Interest or Dividends Credited to Income(d)
3 unchanged sentences
5,946,641 — (5,870,010) (76,631) — — 71,500
+Added: Eclipse Business Capital, LLC (e)
+Added: Second Lien Senior Secured Term Loan (7.5% Cash) — 4,501,161 — — 44,294 4,545,455 80,550
+Added: Revolver (LIBOR + 7.25%) — 4,408 (136,364) — 131,956 — 12,457
+Added: LLC units (89,849,519 units) — 89,849,519 — — — 89,849,519 1,693,429
+Added: — 94,355,088 (136,364) — 176,250 94,394,974 1,786,436
Jocassee Partners LLC 9.1% Member Interest 22,623,820 10,000,000 — — 3,509,620 36,133,440 —
15 unchanged sentences
Total Affiliate Investments $ 78,598,633 $ 142,536,284 $ (7,242,816) $ (100,931) $ 9,208,817 $ 222,999,987 $ 4,306,574
−Removed: (a) Equity and equity-linked investments are non-income producing, unless otherwise noted.
+Added: (a) Eclipse Business Capital, LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing.
+Added: All other equity and any equity-linked investments are non-income producing.
(b) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
4 unchanged sentences
Unaudited Consolidated Schedule of Investments — (Continued)
−Removed: June 30, 2021
+Added: September 30, 2021
(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).
−Removed: Transactions as of and during the six months ended June 30, 2021 in which the portfolio company is deemed to be a "Control Investment" of the Company were as follows:
+Added: Transactions as of and during the nine months ended September 30, 2021 in which the portfolio company is deemed to be a "Control Investment" of the Company were as follows:
December 31, 2020
Value Gross Additions
−Removed: (b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) June 30, 2021
+Added: (b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) September 30, 2021
Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
−Removed: MVC Automotive Group GmbH Common Equity Interest $ 9,582,368 $ — $ — $ — $ (1,163,849) $ 8,418,519 $ —
+Added: MVC Automotive Group GmbH (e)
+Added: Common Equity Interest $ 9,582,368 $ — $ — $ — $ (501,948) $ 9,080,420 $ —
Bridge Loan (6.0% PIK 12/31/2021) 7,149,166 — — — — 7,149,166 325,287
9 unchanged sentences
(d) 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: (e) The fair value of the investment was determined using significant unobservable inputs.
(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").
1 unchanged sentence
(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 June 30, 2021 was 0.10050%.
−Removed: (10) The interest rate on these loans is subject to 2 Month LIBOR, which as of June 30, 2021 was 0.12550%.
−Removed: (11) The interest rate on these loans is subject to 3 Month LIBOR, which as of June 30, 2021 was 0.14575%.
−Removed: (12) The interest rate on these loans is subject to 6 Month LIBOR, which as of June 30, 2021 was 0.15950%.
−Removed: (13) The interest rate on these loans is subject to 12 Month LIBOR, which as of June 30, 2021 was 0.24625%.
−Removed: (14) The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of June 30, 2021 was 0.07788%.
−Removed: (15) The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of June 30, 2021 was 0.10800%.
−Removed: (16) The interest rate on these loans is subject to 3 Month EURIBOR, which as of June 30, 2021 was -0.54200%.
−Removed: (17) The interest rate on these loans is subject to 6 Month EURIBOR, which as of June 30, 2021 was -0.51500%.
−Removed: (18) The interest rate on these loans is subject to 3 Month STIBOR, which as of June 30, 2021 was -0.05600%.
−Removed: (19) The interest rate on these loans is subject to 1 Month BBSY, which as of June 30, 2021 was 0.01000%.
−Removed: (20) The interest rate on these loans is subject to 3 Month BBSY, which as of June 30, 2021 was 0.03030%.
−Removed: (21) The interest rate on these loans is subject to 3 Month CDOR, which as of June 30, 2021 was 0.43875%.
−Removed: (22) The interest rate on these loans is subject to 6 Month SONIA, which as of June 30, 2021 was 0.05670%.
+Added: (9) The interest rate on these loans is subject to 1 Month LIBOR, which as of September 30, 2021 was 0.08025%.
+Added: (10) The interest rate on these loans is subject to 2 Month LIBOR, which as of September 30, 2021 was 0.11138%.
+Added: (11) The interest rate on these loans is subject to 3 Month LIBOR, which as of September 30, 2021 was 0.13013%.
+Added: (12) The interest rate on these loans is subject to 6 Month LIBOR, which as of September 30, 2021 was 0.15850%.
+Added: (13) The interest rate on these loans is subject to 1 Month GBP LIBOR, which as of September 30, 2021 was 0.04750%.
+Added: (14) The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of September 30, 2021 was 0.08188%.
+Added: (15) The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of September 30, 2021 was 0.17463%.
+Added: (16) The interest rate on these loans is subject to 3 Month EURIBOR, which as of September 30, 2021 was -0.54500%.
+Added: (17) The interest rate on these loans is subject to 6 Month EURIBOR, which as of September 30, 2021 was -0.52800%.
+Added: (18) The interest rate on these loans is subject to 3 Month STIBOR, which as of September 30, 2021 was -0.09900%.
+Added: (19) The interest rate on these loans is subject to 1 Month BBSY, which as of September 30, 2021 was 0.01000%.
+Added: (20) The interest rate on these loans is subject to 3 Month BBSY, which as of September 30, 2021 was 0.01960%.
+Added: (21) The interest rate on these loans is subject to 3 Month CDOR, which as of September 30, 2021 was 0.44468%.
+Added: (22) The interest rate on these loans is subject to 6 Month SONIA, which as of September 30, 2021 was 0.16350%.
+Added: (23) The interest rate on these loans is subject to 6 Month SOFR, which as of September 30, 2021 was 0.05628%.
+Added: (24) Non-accrual investment.
(25) Investment was purchased as part of the MVC Acquisition and is part of the Reference Portfolio for purposes of the Credit Support Agreement.
715 unchanged sentences
— 29,368 9,532 — 16,731,534 — 16,731,534
−Removed: MVC Private Equity Fund LP (e)
−Removed: Limited Partnership Interest — — — — 8,899,284 — 8,899,284
+Added: MVC Private Equity Fund LP Limited Partnership Interest — — — — 8,899,284 — 8,899,284
General Partnership Interest — — 5,292 — 224,978 — 224,978
73 unchanged sentences
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.
−Removed: During the three and six months ended June 30, 2020, the Company repurchased a total of 327,069 and 989,050 shares, respectively, of its common stock in the open market under the 2020 Share Repurchase Program at an average price of $7.17 and $7.21 per share, respectively, including broker commissions.
+Added: 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.
In connection with the completion of the Company’s acquisition of MVC Capital, Inc.
1 unchanged sentence
Any repurchases pursuant to the authorized program will occur during the 12-month period commencing upon the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021, which occurred on May 6, 2021, and will be made in accordance with applicable legal, contractual and regulatory requirements.
−Removed: During the three and six months ended June 30, 2021, the Company did not repurchase any shares under the authorized program.
+Added: During the nine months ended September 30, 2021, the Company did not repurchase any shares under the authorized program.
AGREEMENTS AND RELATED PARTY TRANSACTIONS
31 unchanged sentences
Base Management Fees for any partial month or quarter will be appropriately pro-rated.
−Removed: For the three and six months ended June 30, 2021, the Base Management Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was approximately $4.9 million and $8.8 million, respectively.
−Removed: For the three and six months ended, June 30, 2020, the Base Management Fee determined in accordance with the terms of the Original Advisory Agreement was approximately $3.6 million and $7.5 million, respectively.
−Removed: As of June 30, 2021, the Base Management Fee of $4.9 million for the three months ended June 30, 2021 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet.
+Added: For the three and nine months ended September 30, 2021, the Base Management Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was approximately $5.3 million and $14.1 million, respectively.
+Added: For the three and nine months ended, September 30, 2020, the Base Management Fee determined in accordance with the terms of the Original Advisory Agreement was approximately $3.4 million and $10.9 million, respectively.
+Added: As of September 30, 2021, the Base Management Fee of $5.3 million for the three months ended September 30, 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.
69 unchanged sentences
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.
−Removed: For the three and six months ended June 30, 2021, the Income-Based Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was $3.5 million and $6.2 million, respectively.
−Removed: As of June 30, 2021, the Income-Based Fee of $3.5 million was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet.
−Removed: The Company did not pay any Pre-2021 Income-Based Fee for the three or six months ended June 30, 2020.
−Removed: The Company did not incur any capital gains fees for either of the three or six months ended June 30, 2021 or 2020.
+Added: For the three and nine months ended September 30, 2021, the Income-Based Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was $4.4 million and $10.7 million, respectively.
+Added: As of September 30, 2021, the Income-Based Fee of $4.4 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 or nine months ended September 30, 2020.
+Added: The Company did not incur any capital gains fees for either of the three or nine months ended September 30, 2021 or 2020.
Payment of Company Expenses
9 unchanged sentences
• 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;
−Removed: • all fees, costs and expenses associated with the engagement of a sub-administrator, if any;
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: • all fees, costs and expenses associated with the engagement of a sub-administrator, if any;
• 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 six months ended June 30, 2021, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.5 million and $1.0 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.
−Removed: For the three and six months ended June 30, 2020, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.2 million and $0.6 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.
−Removed: As of June 30, 2021, the administrative expenses of $0.5 million for the three months ended June 30, 2021 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet.
+Added: For the three and nine months ended September 30, 2021, the Company incurred and was invoiced by the Adviser for expenses of approximately $0.8 million and $1.8 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: 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 amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations.
+Added: As of September 30, 2021, the administrative expenses of $0.8 million for the three months ended September 30, 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.
13 unchanged sentences
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.
−Removed: 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
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: combined company’s stockholders from potential value volatility and losses in MVC’s portfolio following the closing of the MVC Acquisition.
+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 MVC Acquisition.
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.
11 unchanged sentences
Total Portfolio Percentage of
−Removed: June 30, 2021:
+Added: September 30, 2021:
Senior debt and 1 st lien notes
21 unchanged sentences
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: During the three months ended June 30, 2021, the Company made 22 new investments totaling $204.2 million, made investments in existing portfolio companies totaling $54.2 million, and made net additional investments in existing joint venture equity portfolio companies totaling $6.0 million.
−Removed: During the six months ended June 30, 2021, the Company made 40 new investments totaling $390.9 million, made investments in existing portfolio companies totaling $112.9 million, made a net new joint venture equity investment totaling $5.5 million and additional investments in joint venture equity portfolio companies totaling $30.0 million.
−Removed: During the three months ended June 30, 2020, the Company made three new investments totaling $13.9 million, made investments in existing portfolio companies totaling $14.1 million, made a new joint venture equity investment totaling $1.5 million and additional investments in joint venture equity portfolio companies totaling $5.0 million.
−Removed: During the six months ended June 30, 2020, the Company made 31 new investments totaling $126.9 million, made investments in existing portfolio companies totaling $33.2 million, made a new joint venture equity investment totaling $1.5 million and additional investments in joint venture equity portfolio companies totaling $5.0 million.
+Added: During the three months ended September 30, 2021, the Company made 19 new investments totaling $122.1 million, made investments in existing portfolio companies totaling $60.3 million, made additional investments in existing joint venture equity portfolio companies totaling $3.8 million and made an $89.8 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies.
+Added: During the nine months ended September 30, 2021, the Company made 59 new investments totaling $529.9 million, made investments in existing portfolio companies totaling $156.3 million, made a net new joint venture equity investment totaling $9.3 million, additional investments in joint venture equity portfolio companies totaling $30.0 million and made an $89.8 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies.
+Added: 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.
+Added: 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.
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: The industry composition of investments at fair value at June 30, 2021 and December 31, 2020, excluding short-term investments, was as follows:
−Removed: June 30, 2021 December 31, 2020
+Added: The industry composition of investments at fair value at September 30, 2021 and December 31, 2020, excluding short-term investments, was as follows:
+Added: September 30, 2021 December 31, 2020
Aerospace and Defense $ 99,448,730 6.2 % $ 82,501,170 5.8 %
28 unchanged sentences
Cargo 79,264,328 4.9 91,132,943 6.4
+Added: Transportation:
+Added: Consumer 4,941,125 0.3 — —
Electric 9,028,422 0.6 8,987,929 0.6
8 unchanged sentences
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: As of June 30, 2021, Jocassee had $407.9 million in senior secured private middle-market debt investments, $9.5 million in second lien and subordinated private middle-market debt investments, $376.6 million in U.S.
−Removed: syndicated senior secured loans, $6.5 million in U.S.
−Removed: syndicated second lien and subordinated loans, $128.1 million in European syndicated senior secured loans, $5.8 million in structured product investments, $4.9 million in equity investments, $103.8 million in joint venture investments and $31.0 million in short-term investments.
−Removed: 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, $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.
−Removed: Jocassee’s subscription facility with Bank of America N.A., which is non-recourse to the Company, had approximately $89.5 million and $204.9 million outstanding as of June 30, 2021 and December 31, 2020, respectively.
−Removed: Jocassee’s credit facility with Citibank, N.A., which is non-recourse to the Company, had approximately $204.9 million and $113.1 million outstanding as of June 30, 2021 and December 31, 2020, respectively.
−Removed: Jocassee’s term debt securitization, which is non-recourse to the Company, had approximately $323.0 million and $302.3 million outstanding as of June 30, 2021 and December 31, 2020, respectively.
+Added: The total value of Jocassee’s investment portfolio was $1,141.6 million as of September 30, 2021, as compared to $869.6 million as of December 31, 2020.
+Added: As of September 30, 2021, Jocassee’s investments had an aggregate cost of $1,123.3 million, as compared to $839.5 million as of December 31, 2020.
+Added: As of September 30, 2021 and December 31, 2020, the Jocassee investment portfolio consisted of the following investments:
+Added: Cost Percentage of
+Added: Portfolio Fair Value Percentage of
+Added: September 30, 2021:
+Added: Senior debt and 1 st lien notes
+Added: $ 973,974,678 87 % $ 982,834,210 86 %
+Added: Subordinated debt and 2nd lien notes 18,872,154 2 % 19,259,003 2 %
+Added: Structured products 4,568,790 — % 5,226,052 — %
+Added: Equity shares 5,757,210 — % 4,350,284 — %
+Added: Equity warrants 31,451 — % 84,997 — %
+Added: Investment in joint ventures 99,320,000 9 % 109,008,315 10 %
+Added: Short-term investments 20,802,411 2 % 20,802,411 2 %
+Added: $ 1,123,326,694 100 % $ 1,141,565,272 100 %
+Added: December 31, 2020:
+Added: Senior debt and 1 st lien notes
+Added: $ 686,341,760 81 % $ 714,747,405 82 %
+Added: Subordinated debt and 2nd lien notes 10,079,164 1 10,170,127 1
+Added: Structured products 22,981,004 3 25,626,147 3
+Added: Equity shares 6,964,845 1 5,829,554 1
+Added: Equity warrants 31,451 — 51,515 —
+Added: Investment in joint ventures 90,000,000 11 90,106,560 10
+Added: Short-term investments 23,093,064 3 23,093,055 3
+Added: $ 839,491,288 100 % $ 869,624,363 100 %
+Added: As of September 30, 2021 and December 31, 2020, the weighted average yield on the principal amount of Jocassee’s outstanding debt investments was approximately 4.9% and 4.4%, respectively.
+Added: The weighted average yield on the principal amount of all of Jocassee’s outstanding investments (including equity and equity-linked investments and short-term investments) was approximately 4.4% and 3.8% as of September 30, 2021 and December 31, 2020, respectively.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: The industry composition of Jocassee’s investments at fair value at September 30, 2021 and December 31, 2020, excluding short-term investments, was as follows:
+Added: September 30, 2021 December 31, 2020
+Added: Aerospace and Defense $ 58,735,552 5.2 % $ 21,044,217 2.5 %
+Added: Automotive 13,632,695 1.2 15,520,985 1.8
+Added: Banking, Finance, Insurance and Real Estate 96,106,329 8.6 80,759,836 9.6
+Added: Beverage, Food and Tobacco 31,113,536 2.8 24,931,070 2.9
+Added: Capital Equipment 19,361,668 1.7 19,953,788 2.4
+Added: Chemicals, Plastics, and Rubber 26,258,802 2.3 26,419,508 3.1
+Added: Construction and Building 14,496,449 1.3 14,979,023 1.8
+Added: Consumer goods:
+Added: Durable 12,251,005 1.1 14,256,411 1.7
+Added: Consumer goods:
+Added: Non-durable 24,357,209 2.2 4,749,797 0.6
+Added: Containers, Packaging and Glass 30,622,583 2.7 16,742,506 2.0
+Added: Electricity 3,013,016 0.3 5,897,687 0.7
+Added: Oil and Gas 5,082,872 0.4 4,602,739 0.5
+Added: Environmental Industries 7,633,111 0.7 2,697,765 0.3
+Added: Forest Products & Paper 477,258 — — —
+Added: Healthcare and Pharmaceuticals 136,065,412 12.1 84,624,495 10.0
+Added: High Tech Industries 142,874,159 12.7 75,759,051 8.9
+Added: Hotel, Gaming and Leisure 44,568,617 4.0 49,013,967 5.8
+Added: Investment Funds and Vehicles 109,008,315 9.7 90,106,560 10.6
+Added: Advertising, Printing and Publishing 16,448,708 1.5 9,761,091 1.2
+Added: Broadcasting and Subscription 34,656,694 3.1 40,885,203 4.8
+Added: Diversified and Production 22,280,046 2.0 12,950,796 1.5
+Added: Metals and Mining 5,809,587 0.5 1,645,763 0.2
+Added: Retail 15,847,552 1.4 15,962,027 1.9
+Added: Business 107,418,605 9.6 87,474,340 10.3
+Added: Consumer 48,356,109 4.3 40,177,219 4.7
+Added: Structured Product 5,226,052 0.5 17,515,085 2.1
+Added: Telecommunications 46,257,109 4.1 48,768,364 5.8
+Added: Transportation:
+Added: Cargo 29,756,525 2.7 4,927,508 0.6
+Added: Transportation:
+Added: Consumer 6,521,401 0.6 7,730,907 0.9
+Added: Electric 5,577,893 0.5 5,720,376 0.7
+Added: Wholesale 947,992 0.1 953,224 0.1
+Added: Total $ 1,120,762,861 100.0 % $ 846,531,308 100.0 %
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: The geographic composition of Jocassee’s investments at fair value at September 30, 2021 and December 31, 2020, excluding short-term investments, was as follows:
+Added: September 30, 2021 December 31, 2020
+Added: Australia $ 14,007,413 1.2 % $ — — %
+Added: Austria 1,134,809 0.1 1,181,240 0.1
+Added: Belgium 16,684,896 1.5 3,940,942 0.5
+Added: Canada 8,549,772 0.8 5,691,085 0.7
+Added: Denmark 3,450,136 0.3 4,839,238 0.6
+Added: Finland 2,317,367 0.2 2,328,122 0.3
+Added: France 118,164,658 10.5 77,599,427 9.1
+Added: Germany 37,120,042 3.3 41,184,179 4.9
+Added: Ireland 2,312,105 0.2 2,440,052 0.3
+Added: Italy 927,403 0.1 607,762 0.1
+Added: Luxembourg 2,352,386 0.2 2,512,059 0.3
+Added: Netherlands 37,070,828 3.3 26,905,224 3.2
+Added: Panama 964,787 0.1 965,149 0.1
+Added: Spain 8,764,999 0.8 11,163,151 1.3
+Added: Sweden 5,490,158 0.5 13,169,200 1.6
+Added: Switzerland 10,901,034 1.0 13,208,446 1.6
+Added: United Kingdom 102,236,613 9.1 76,748,680 9.0
+Added: USA 748,313,454 66.8 562,047,352 66.3
+Added: Total $ 1,120,762,861 100.0 % $ 846,531,308 100.0 %
+Added: Jocassee’s subscription facility with Bank of America N.A., which is non-recourse to the Company, had approximately $87.4 million and $204.9 million outstanding as of September 30, 2021 and December 31, 2020, respectively.
+Added: Jocassee’s credit facility with Citibank, N.A., which is non-recourse to the Company, had approximately $316.3 million and $113.1 million outstanding as of September 30, 2021 and December 31, 2020, respectively.
+Added: Jocassee’s term debt securitization, which is non-recourse to the Company, had approximately $323.0 million and $302.3 million outstanding as of September 30, 2021 and December 31, 2020, respectively.
The Company may sell portions of its investments via assignment to Jocassee.
−Removed: Since inception, as of June 30, 2021 and December 31, 2020, the Company had sold $412.6 million and $162.2 million, respectively, of its investments to Jocassee.
−Removed: As of June 30, 2021 and December 31, 2020, the Company had $153.0 million and $44.2 million, respectively in unsettled receivables due from Jocassee that were included in "Receivable from unsettled transactions" in the accompanying Unaudited and Audited Consolidated Balance Sheets.
+Added: Since inception, as of September 30, 2021 and December 31, 2020, the Company had sold $500.6 million and $162.2 million, respectively, of its investments to Jocassee.
+Added: As of September 30, 2021 and December 31, 2020, the Company had $61.1 million and $44.2 million, respectively 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:
4 unchanged sentences
The Company has determined that Jocassee is an investment company under ASC, Topic 946, Financial Services - Investment Companies , however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company.
−Removed: The Company does not consolidate its interest in Jocassee as it is not a substantially wholly owned investment company subsidiary.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: Company does not consolidate its interest in Jocassee as it is not a substantially wholly owned investment company subsidiary.
In addition, the Company does not control Jocassee due to the allocation of voting rights among Jocassee members.
−Removed: As of June 30, 2021 and December 31, 2020, Jocassee had the following contributed capital and unfunded commitments from its members:
−Removed: June 30, 2021
+Added: As of September 30, 2021 and December 31, 2020, Jocassee had the following contributed capital and unfunded commitments from its members:
+Added: September 30, 2021
As of December 31, 2020
5 unchanged sentences
Total unfunded commitments by all members $ 220,000,000 $ 330,000,000
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
Thompson Rivers LLC
1 unchanged sentence
On May 13, 2020, the Company entered into a limited liability company agreement governing Thompson Rivers.
−Removed: Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of June 30, 2021.
−Removed: As of June 30, 2021, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $325.0 million, all of which has been funded.
−Removed: On June 30, 2021, Thompson Rivers declared a $3.5 million dividend, of which $0.4 million was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
−Removed: As of June 30, 2021, Thompson Rivers had $2.5 billion in Ginnie Mae early buyout loans and $131.7 million in cash.
+Added: Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of September 30, 2021.
+Added: As of September 30, 2021, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $405.0 million, all of which has been funded.
+Added: For the three and nine months ended September 30, 2021, Thompson Rivers declared $12.5 million and $16.0 million in dividends, respectively, of which $1.0 million and $1.3 million, respectively, was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
+Added: As of September 30, 2021, Thompson Rivers had $3.2 billion in Ginnie Mae early buyout loans and $117.5 million in cash.
As of December 31, 2020, Thompson Rivers had $715.2 million in Ginnie Mae early buyout loans.
−Removed: Thompson Rivers’ repurchase agreement line with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $839.6 million and $670.1 million outstanding as of June 30, 2021 and December 31, 2020, respectively.
−Removed: Thompson Rivers’ repurchase agreement line with Bank of America N.A., which is non-recourse to the Company, had approximately $1,472.2 million outstanding as of June 30, 2021.
+Added: As of September 30, 2021, Thompson Rivers had 15,374 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.18%.
+Added: As of December 31, 2020, Thompson Rivers had 3,023 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.65%.
+Added: As of September 30, 2021 and December 31, 2020, the Thompson Rivers investment portfolio consisted of the following investments:
+Added: Cost Percentage of
+Added: Portfolio Fair Value Percentage of
+Added: September 30, 2021:
+Added: Federal Housing Administration (“FHA”) loans $ 3,050,510,898 97 % $ 3,068,818,458 97 %
+Added: Veterans Affairs (“VA”) loans 104,545,047 3 % 102,597,178 3 %
+Added: $ 3,155,055,945 100 % $ 3,171,415,636 100 %
+Added: December 31, 2020:
+Added: Federal Housing Administration (“FHA”) loans $ 712,854,085 100 % $ 712,854,085 100 %
+Added: Veterans Affairs (“VA”) loans — — % — — %
+Added: $ 712,854,085 100 % $ 712,854,085 100 %
+Added: Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $757.4 million and $670.1 million outstanding as of September 30, 2021 and December 31, 2020, respectively.
+Added: Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $894.1 million outstanding as of September 30, 2021.
+Added: Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $1,220.8 million outstanding as of September 30, 2021.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company has determined that Thompson Rivers is an investment company under ASC, Topic 946, Financial Services - Investment Companies , however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company.
1 unchanged sentence
In addition, the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
−Removed: As of June 30, 2021 and December 31, 2020, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
−Removed: June 30, 2021
+Added: As of September 30, 2021 and December 31, 2020, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
+Added: September 30, 2021
As of December 31, 2020
9 unchanged sentences
On February 8, 2021, the Company entered into a limited liability company agreement governing Waccamaw River.
−Removed: Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, of which approximately $9.1 million (including approximately $3.6 million of recallable return of capital) has been funded as of June 30, 2021.
−Removed: As of June 30, 2021, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement totals $100.0 million, of which $29.2 million (including $7.1 million of recallable return of capital) has been funded.
−Removed: As of June 30, 2021, Waccamaw River had $19.9 million in unsecured consumer loans and $5.0 million in cash.
+Added: Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, of which approximately $14.6 million (including approximately $5.3 million of recallable return of capital) has been funded as of September 30, 2021.
+Added: As of September 30, 2021, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, of which $60.6 million (including $14.0 million of recallable return of capital) has been funded.
+Added: On September 30, 2021, Waccamaw River declared a $0.7 million dividend, of which $0.1 million was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
+Added: As of September 30, 2021, Waccamaw River had $33.8 million in unsecured student loans and $11.7 million in cash.
+Added: As of September 30, 2021, Waccamaw River had 3,178 outstanding loans with an average loan size of $10,000, remaining average life to maturity of 44.2 months and weighted average interest rate of 10.58%.
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.
3 unchanged sentences
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: As of June 30, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:
−Removed: June 30, 2021
+Added: As of September 30, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:
+Added: September 30, 2021
Total contributed capital by Barings BDC, Inc.
8 unchanged sentences
(3) Includes $47.0 million of unfunded commitments by related parties.
+Added: Eclipse Business Capital Holdings LLC
+Added: On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $89.8 million, a second lien senior secured loan of $4.5 million and unfunded revolver of $13.6 million, alongside other related party affiliates.
+Added: Eclipse conducts its business through Eclipse Business Capital LLC.
+Added: Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S.
+Added: Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate.
+Added: Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products.
+Added: The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans.
+Added: Eclipse is led by a seasoned team of ABL experts .
+Added: The Company has determined that Eclipse is not an investment company under ASC, Topic 946, Financial Services - Investment Companies.
+Added: Under the scope exception in ASC 810-10-12(d), the Company is not required to consolidate Eclipse.
+Added: Instead the Company accounts for its investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
9 unchanged sentences
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement.
6 unchanged sentences
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 the market
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: 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
16 unchanged sentences
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.
−Removed: 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: 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
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: making valuation recommendations to the Board.
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.
6 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: 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
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: reliable, the Company will utilize alternative approaches such as broker quotes or manual prices.
+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.
3 unchanged sentences
The NAV is determined in accordance with the specialized accounting guidance for investment companies.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
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 June 30, 2021 and December 31, 2020.
+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 September 30, 2021 and December 31, 2020.
The weighted average range of unobservable inputs is based on fair value of investments.
−Removed: June 30, 2021:
+Added: September 30, 2021:
Fair Value Valuation
56 unchanged sentences
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: The following tables present the Company’s investment portfolio at fair value as of June 30, 2021 and December 31, 2020, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
−Removed: Fair Value as of June 30, 2021
+Added: The following tables present the Company’s investment portfolio at fair value as of September 30, 2021 and December 31, 2020, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
+Added: Fair Value as of September 30, 2021
Level 1 Level 2 Level 3 Total
27 unchanged sentences
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 six months ended June 30, 2021 and 2020:
−Removed: Six Months Ended
−Removed: June 30, 2021:
+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 nine months ended September 30, 2021 and 2020:
+Added: Nine Months Ended
+Added: September 30, 2021:
and 1 st Lien
13 unchanged sentences
Fair value, end of period $ 1,069,750,460 $ 185,246,070 $ 141,945,560 $ 623,862 $ 1,397,565,952
−Removed: Six Months Ended
−Removed: June 30, 2020:
+Added: Nine Months Ended
+Added: September 30, 2020:
and 1 st Lien
13 unchanged sentences
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 on Level 3 investments of $9.3 million and $8.9 million during the three and six months ended June 30, 2021, respectively, was related to portfolio company investments that were still held by the Company as of June 30, 2021.
−Removed: Pre-tax net unrealized appreciation (depreciation) on Level 3 investments of $10.0 million and $(32.6) million during the three and six months ended months ended June 30, 2020, respectively, was related to portfolio company investments that were still held by the Company as of June 30, 2020.
−Removed: Exclusive of short-term investments, during the six months ended June 30, 2021, the Company made investments of approximately $503.5 million in portfolio companies to which it was not previously contractually committed to provide such financing.
−Removed: During the six months ended June 30, 2021, the Company made investments of $35.8 million in portfolio companies to which it was previously committed to provide such financing.
−Removed: Exclusive of short-term investments, during the six months ended June 30, 2020, the Company made investments of approximately $153.3 million in portfolio companies to which it was not previously contractually committed to provide such financing.
−Removed: During the six months ended June 30, 2020, the Company made investments of $13.3 million in portfolio companies to which it was previously committed to provide such financing.
+Added: Pre-tax net unrealized appreciation (depreciation) on Level 3 investments of $(5.8) million and $3.1 million during the three and nine months ended September 30, 2021, respectively, was related to portfolio company investments that were still held by the Company as of September 30, 2021.
+Added: 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 months ended September 30, 2020, respectively, was related to portfolio company investments that were still held by the Company as of September 30, 2020.
+Added: Exclusive of short-term investments, during the nine months ended September 30, 2021, the Company made investments of approximately $757.8 million in portfolio companies to which it was not previously contractually committed to provide such financing.
+Added: During the nine months ended September 30, 2021, the Company made investments of $57.5 million in portfolio companies to which it was previously committed to provide such financing.
+Added: 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.
+Added: 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.
Barings BDC, Inc.
33 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 six months ended June 30, 2021 and 2020 was as follows:
+Added: Fee income for the three and nine months ended September 30, 2021 and 2020 was as follows:
Three Months Ended
Three Months Ended
−Removed: Six Months Ended
−Removed: Six Months Ended
−Removed: June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
+Added: Nine Months Ended
+Added: Nine Months Ended
+Added: September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Recurring Fee Income:
9 unchanged sentences
Concentration of Credit Risk
−Removed: As of both June 30, 2021 and December 31, 2020, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio.
−Removed: As of June 30, 2021 and December 31, 2020, the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately 3.1% and 2.5%, respectively, of the fair value of the Company’s portfolio, exclusive of short-term investments.
+Added: As of both September 30, 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 September 30, 2021 and December 31, 2020, the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately 5.9% 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.
The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
−Removed: As of June 30, 2021, all of the Company's assets were or will be pledged as collateral for the February 2019 Credit Facility.
+Added: As of September 30, 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 June 30, 2021, the Company held one investment that was denominated in Canadian dollars, two investments that were denominated in Australian dollars, one investment that was denominated in Swedish kronas, 26 investments that were denominated in Euros and 16 investments that were denominated in British pounds sterling.
−Removed: 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 .
+Added: As of September 30, 2021, the Company held one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, three investments that were denominated in Australian dollars, one investment that was denominated in Swedish kronas, 28 investments that were denominated in Euros and 16 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 w as 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.
Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
−Removed: Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment.
−Removed: All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company's Unaudited Consolidated Statements of Operations.
+Added: Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: In addition, during both the six months ended June 30, 2021 and June 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 the Company's investments and related borrowings denominated in foreign currencies.
+Added: values of the underlying investment.
+Added: All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company's Unaudited Consolidated Statements of Operations.
+Added: In addition, during both the nine months ended September 30, 2021 and 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 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.
12 unchanged sentences
To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
−Removed: For federal income tax purposes, the cost of investments owned as of June 30, 2021 and December 31, 2020 was approximately $1,548.7 million and $1,486.0 million, respectively.
−Removed: As of June 30, 2021, net unrealized appreciation on the Company's investments (tax basis) was approximately $19.4 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $43.2 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $23.8 million.
+Added: For federal income tax purposes, the cost of investments owned as of September 30, 2021 and December 31, 2020 was approximately $1,634.4 million and $1,486.0 million, respectively.
+Added: As of September 30, 2021, net unrealized appreciation on the Company's investments (tax basis) was approximately $21.9 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $41.6 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $19.7 million.
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.
3 unchanged sentences
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.
−Removed: To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes.
−Removed: When LLCs (or other pass-through entities) are owned by the Taxable 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.
−Removed: 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
+Added: To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: therefore cause the Company to incur significant amounts of federal income taxes.
+Added: When LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, their income is taxed to the Taxable Subsidiaries and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages.
+Added: The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expense as a result of their ownership of the portfolio companies.
This income tax expense or benefit, if any, is reflected in the Company’s Unaudited Consolidated Statements of Operations.
Additionally, any unrealized appreciation related to portfolio 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.
−Removed: The Company had the following borrowings outstanding as of June 30, 2021 and December 31, 2020:
−Removed: Issuance Date Maturity Date Interest Rate as of June 30, 2021
−Removed: June 30, 2021 December 31, 2020
+Added: The Company had the following borrowings outstanding as of September 30, 2021 and December 31, 2020:
+Added: Issuance Date Maturity Date Interest Rate as of September 30, 2021
+Added: September 30, 2021 December 31, 2020
Credit Facilities:
16 unchanged sentences
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.
−Removed: (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets will secure the February 2019 Credit Facility.
+Added: (the “August 2018 Credit Facility”), BSF became a subsidiary guarantor and its assets 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.
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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: 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
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments.
+Added: 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.
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 June 30, 2021, the Company was in compliance with all covenants under the February 2019 Credit Facility.
−Removed: As of June 30, 2021, the Company had U.S.
+Added: As of September 30, 2021, the Company was in compliance with all covenants under the February 2019 Credit Facility.
+Added: As of September 30, 2021, the Company had U.S.
dollar borrowings of $382.0 million outstanding under the February 2019 Credit Facility with an interest rate of 2.125% (one month LIBOR of 0.125%), borrowings denominated in Swedish kronas of 12.8kr million ($1.5 million U.S.
15 unchanged sentences
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 June 30, 2021 and December 31, 2020, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $668.5 million and $719.7 million, respectively.
+Added: As of September 30, 2021 and December 31, 2020, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $662.7 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.
2 unchanged sentences
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.
−Removed: Interest on the August 2025 Notes will be due semiannually in March and September, beginning in March 2021.
+Added: Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021.
In addition, the Company is obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur.
−Removed: 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.
−Removed: The August 2025 Notes are guaranteed by certain of the
+Added: Subject to the terms of the August 2020 NPA, the Company may redeem the August 2025 Notes in whole
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: 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: or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium.
+Added: The August 2025 Notes are guaranteed by certain of the Company's subsidiaries, and are the Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
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.
2 unchanged sentences
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.
−Removed: As of June 30, 2021, the Company was in compliance with all covenants under the August 2020 NPA.
+Added: As of September 30, 2021, the Company was in compliance with all covenants under the August 2020 NPA.
The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
−Removed: As of both June 30, 2021 and December 31, 2020, the fair value of the outstanding August 2025 Notes was $50.0 million.
+Added: As of both September 30, 2021 and December 31, 2020, the fair value of the outstanding August 2025 Notes was $50.0 million.
The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
4 unchanged sentences
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.
−Removed: Interest on the November Notes will be due semiannually in May and November, beginning in May 2021.
+Added: Interest on the November Notes is due semiannually in May and November, beginning in May 2021.
In addition, the Company is obligated to offer to repay the November Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur.
3 unchanged sentences
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.
−Removed: 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.
−Removed: As of June 30, 2021, the Company was in compliance with all covenants under the November 2020 NPA.
+Added: Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable.
+Added: As of September 30, 2021, the Company was in compliance with all covenants under the November 2020 NPA.
The November Notes were offered in reliance on Section 4(a)(2) of the Securities Act.
The November Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
−Removed: As of both June 30, 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: As of both September 30, 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.
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.
4 unchanged sentences
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.
−Removed: Interest on the February Notes will be due semiannually in February and August of each year, beginning in August 2021.
+Added: Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021.
In addition, the Company is obligated to offer to repay the February Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur.
8 unchanged sentences
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.
−Removed: As of June 30, 2021, the Company was in compliance with all covenants under the February 2021 NPA.
+Added: As of September 30, 2021, the Company was in compliance with all covenants under the February 2021 NPA.
The February Notes were offered in reliance on Section 4(a)(2) of the Securities Act.
The February Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.
−Removed: As of June 30, 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: As of September 30, 2021, the fair value of the outstanding Series D Notes and the Series E Notes was $80.0 million and $70.0 million, respectively.
The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
6 unchanged sentences
Net unrealized appreciation or 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.
−Removed: The following tables presents the fair value and aggregate unrealized depreciation of the Company's Credit Support Agreement as of June 30, 2021 and December 31, 2020:
−Removed: As of June 30, 2021:
+Added: The following tables present the fair value and aggregate unrealized depreciation of the Company's Credit Support Agreement as of September 30, 2021 and December 31, 2020:
+Added: As of September 30, 2021:
Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
5 unchanged sentences
Total Credit Support Agreement $ —
−Removed: As of June 30, 2021 and December 31, 2020, the fair value of the Credit Support Agreement was $14.3 million and $13.6 million, respectively, and is included in "Credit support agreement" in the accompanying Unaudited and Audited Consolidated Balance Sheets.
+Added: As of September 30, 2021 and December 31, 2020, the fair value of the Credit Support Agreement was $14.3 million and $13.6 million, respectively, and is included in "Credit support agreement" in the accompanying Unaudited and Audited Consolidated Balance Sheets.
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.
5 unchanged sentences
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: The following tables presents the Company's foreign currency forward contracts as of June 30, 2021 and December 31, 2020:
−Removed: As of June 30, 2021:
+Added: The following tables presents the Company's foreign currency forward contracts as of September 30, 2021 and December 31, 2020:
+Added: As of September 30, 2021:
Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets (Liabilities) Balance Sheet Location of Net Amounts
−Removed: Foreign currency forward contract (AUD) $853,209 A$1,114,133 07/07/21 $ 16,750 Prepaid expenses and other assets
Foreign currency forward contract (AUD) A$9,000,000 $6,523,357 10/06/21 $ (22,179) Derivative liability
Foreign currency forward contract (AUD) $6,550,418 A$9,000,000 10/06/21 49,240 Prepaid expenses and other assets
−Removed: Foreign currency forward contract (CAD) C$6,000,000 $4,863,920 07/07/21 (18,596) Derivative liability
+Added: Foreign currency forward contract (AUD) A$2,098,659 $1,507,742 01/06/22 9,026 Prepaid expenses and other assets
Foreign currency forward contract (CAD) C$6,124,048 $4,797,823 10/06/21 36,200 Prepaid expenses and other assets
Foreign currency forward contract (CAD) $4,962,973 C$6,124,048 10/06/21 128,950 Prepaid expenses and other assets
−Removed: Foreign currency forward contract (EUR) €20,518,045 $24,952,136 07/07/21 (617,138) Derivative liability
+Added: Foreign currency forward contract (CAD) $4,881,155 C$6,229,673 01/06/22 (36,660) Derivative liability
+Added: Foreign currency forward contract (DKK) 2,105,000kr.
+Added: $328,520 10/06/21 (428) Derivative liability
+Added: Foreign currency forward contract (DKK) $334,772 2,105,000kr.
+Added: 10/06/21 6,680 Prepaid expenses and other assets
+Added: Foreign currency forward contract (DKK) $335,107 2,142,838kr.
+Added: 01/06/22 446 Prepaid expenses and other assets
Foreign currency forward contract (EUR) €13,326,630 $15,559,560 10/06/21 (114,118) Derivative liability
Foreign currency forward contract (EUR) $15,737,249 €13,326,630 10/06/21 291,805 Prepaid expenses and other assets
−Removed: Foreign currency forward contract (GBP) £2,388,498 $3,315,648 07/07/21 (16,006) Derivative liability
+Added: Foreign currency forward contract (EUR) $4,864,467 €4,182,593 01/06/22 6,576 Prepaid expenses and other assets
Foreign currency forward contract (GBP) £9,000,000 $12,189,271 10/06/21 (54,099) Derivative liability
Foreign currency forward contract (GBP) $12,254,165 £9,000,000 10/06/21 118,993 Prepaid expenses and other assets
−Removed: Foreign currency forward contract (SEK) $176,315 1,530,825kr 07/07/21 (2,693) Derivative liability
−Removed: Foreign currency forward contract (SEK) 1,530,825kr $179,964 07/07/21 (956) Derivative liability
+Added: Foreign currency forward contract (GBP) £4,465,465 $5,997,745 01/06/22 24,868 Prepaid expenses and other assets
Foreign currency forward contract (SEK) 1,787,447kr $203,104 10/06/21 1,212 Prepaid expenses and other assets
+Added: Foreign currency forward contract (SEK) $209,997 1,787,447kr 10/06/21 5,680 Prepaid expenses and other assets
+Added: Foreign currency forward contract (SEK) $203,853 1,791,942kr 01/07/22 (1,216) Derivative liability
Total $ 450,976
14 unchanged sentences
Total $ (478,891)
−Removed: As of June 30, 2021 and December 31, 2020, the total fair value of the Company's foreign currency forward contracts was $(0.6) million and $(0.5) million, respectively.
+Added: As of September 30, 2021 and December 31, 2020, the total fair value of the Company's foreign currency forward contracts was $0.5 million and $(0.5) million, respectively.
The fair values of the Company's foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
4 unchanged sentences
Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.
−Removed: As of June 30, 2021 and December 31, 2020, the Company believed that it had adequate financial resources to satisfy its unfunded commitments.
−Removed: The balances of unused commitments to extend financing as of June 30, 2021 and December 31, 2020 were as follows:
−Removed: Portfolio Company Investment Type June 30, 2021
+Added: As of September 30, 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 September 30, 2021 and December 31, 2020 were as follows:
+Added: Portfolio Company Investment Type September 30, 2021
December 31, 2020
+Added: Acclime Holdings HK Limited(1)(2) Delayed Draw Term Loan $ 3,750,000 $ —
ADE Holding(1)(3) Committed Capex Line — 91,814
3 unchanged sentences
Beacon Pointe Advisors, LLC(1) Delayed Draw Term Loan — 363,636
−Removed: Bidwax(1)(3) Acquisition Capex Facility 711,540 —
BigHand UK Bidco Limited(1)(4) Acquisition Capex Facility 376,644 —
+Added: Bounteous, Inc.(1)(2) Delayed Draw Term Loan 613,636 —
British Engineering Services Holdco Limited(1)(4) Acquisition Facility — 7,006,008
5 unchanged sentences
Contabo Finco S.À R.L(1)(3) Delayed Draw Term Loan 216,163 228,211
−Removed: Crash Champions, LLC(1)(2) Delayed Draw Term Loan 2,666,667 —
+Added: Coyo Uprising GmbH(1)(2)(3) Delayed Draw Term Loan 910,613 —
CSL Dualcom(1)(4) Delayed Draw Term Loan 993,478 1,007,182
1 unchanged sentence
DreamStart Bidco SAS(1)(3) Acquisition Facility 943,074 995,640
+Added: Dune Group(1)(2)(3) Delayed Draw Term Loan 1,390,740 —
+Added: Dwyer Instruments, Inc.(1)(2) Delayed Draw Term Loan 1,217,712 —
+Added: Eclipse Business Capital, LLC(1) Revolver 13,636,364 —
EPS NASS Parent, Inc.(1) Delayed Draw Term Loan 583,051 —
8 unchanged sentences
IGL Holdings III Corp.(1)(2) Delayed Draw Term Loan 3,408,219 5,914,219
−Removed: IM Square(1)(2)(3) Acquisition Facility 8,064,124 —
Innovad Group II BV(1)(2)(3) Delayed Draw Term Loan 1,859,447 —
5 unchanged sentences
LivTech Purchaser, Inc.(1)(2) Delayed Draw Term Loan 81,977 —
+Added: MC Group Ventures Corporation(1) Delayed Draw Term Loan 817,249 —
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: Portfolio Company Investment Type September 30, 2021
+Added: December 31, 2020
Modern Star Holdings Bidco Pty Limited(1)(2)(5) Capex Term Loan 2,168,002 2,315,967
2 unchanged sentences
OG III B.V.(1)(2)(3) Acquisition Capex Facility 905,556 —
−Removed: Barings BDC, Inc.
−Removed: Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: Portfolio Company Investment Type June 30, 2021
−Removed: December 31, 2020
Options Technology Ltd.(1) Delayed Draw Term Loan — 2,604,080
Pacific Health Supplies Bidco Pty Limited(1)(2)(5) CapEx Term Loan 1,274,275 1,535,025
+Added: PDQ.Com Corporation(1)(2) Delayed Draw Term Loan 289,389 —
Premier Technical Services Group(1)(4) Acquisition Facility — 1,197,505
1 unchanged sentence
Protego Bidco B.V.(1)(2)(3) Delayed Draw Term Loan 860,413 —
−Removed: Protego Bidco B.V.(1)(3) Revolver 1,548,591 —
PSC UK Pty Ltd.(1)(4) Acquisition Facility 527,876 535,157
+Added: QPE7 SPV1 BidCo Pty Ltd(1)(5) Acquisition Capex Facility 732,210 —
Questel Unite(1)(2)(3) Cap Acquisition Facility — 10,300,913
1 unchanged sentence
Rep Seko Merger Sub LLC(1) Delayed Draw Term Loan 1,454,545 1,454,546
+Added: Reward Gateway (UK) Ltd(1)(2)(4) Acquisition Facility 2,247,224 —
Safety Products Holdings, LLC(1)(2) Delayed Draw Term Loan — 6,467,345
27 unchanged sentences
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.
−Removed: As of June 30, 2021 and December 31, 2020, the Company had guaranteed € 9.9 million ($11.7 million U.S.
+Added: As of September 30, 2021 and December 31, 2020, the Company had guaranteed € 9.9 million ($11.5 million U.S.
dollars and $12.1 million U.S.
4 unchanged sentences
dollars based on the spot rate at the relevant balance sheet date.
−Removed: In addition, as of December 31, 2020, the Company agreed to cash collateralize a $3.5 million letter of credit for Security Holdings B.V.
−Removed: The $3.5 million cash collateralization was reflected as "Restricted cash" on the accompanying Audited Consolidated Balance Sheet as of December 31, 2020.
−Removed: The letter of credit expired on April 30, 2021, and as of June 30, 2021, none of the Company’s cash was restricted.
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
−Removed: 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.
−Removed: The first lawsuit was filed on November 21, 2017, and was captioned Elias Dagher, et al., v.
−Removed: Triangle Capital Corporation, et al.
−Removed: 5:18-cv-00015-FL (the “ Dagher Action”).
−Removed: The second lawsuit was filed on November 28, 2017, and was captioned Gary W.
−Removed: Holden, et al., v.
−Removed: Triangle Capital Corporation, et al.
−Removed: 5:18-cv-00010-FL (the “ Holden Action”).
−Removed: The Dagher Action and the Holden Action were consolidated and are currently captioned In re Triangle Capital Corp.
−Removed: Securities Litigation , Master File No.
−Removed: 5:18-cv-00010-FL.
−Removed: On April 10, 2018, the plaintiff filed its First Consolidated Amended Complaint.
−Removed: The complaint alleged certain violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s business, operations and prospects between May 7, 2014 and November 1, 2017.
−Removed: The plaintiff seeks compensatory damages and attorneys’ fees and costs, among other relief, but did not specify the amount of damages being sought.
−Removed: On May 25, 2018, the defendants filed a motion to dismiss the complaint.
−Removed: On March 7, 2019, the court entered an order granting the defendants’ motion to dismiss.
−Removed: On March 28, 2019, the plaintiff filed a motion seeking leave to file a Second Consolidated Amended Complaint.
−Removed: On September 20, 2019, the court entered an order denying the plaintiff’s motion for leave to file a Second Consolidated Amended Complaint and dismissing the action with prejudice.
−Removed: 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.
−Removed: The defendants filed their response brief on February 28, 2020, and the plaintiff filed its reply brief on March 27, 2020.
−Removed: The United States Court of Appeals for the Fourth Circuit heard oral argument on the appeal on December 9, 2020.
−Removed: 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.
−Removed: The deadline for the plaintiff to file a petition for a writ of certiorari in the United States Supreme Court has expired.
−Removed: Consequently, the complaint is dismissed with prejudice and the case is over.
−Removed: 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: In addition, as of December 31, 2020, 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 was reflected as "Restricted cash" on the accompanying Audited Consolidated Balance Sheet as of December 31, 2020.
+Added: The letter of credit expired on April 30, 2021, and as of September 30, 2021, none of the Company’s cash was restricted.
+Added: Neither the Company, the Adviser, nor the Company’s subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to their respective businesses.
The Company, the Adviser, and the Company’s subsidiaries may from time to time, however, be involved in litigation arising out of operations in the normal course of business or otherwise, including in connection with strategic transactions.
3 unchanged sentences
COVID-19 Developments
−Removed: During the six months ended June 30, 2021, the Coronavirus and the COVID-19 pandemic continued to have a significant impact on the U.S and global economies.
+Added: During the nine months ended September 30, 2021, 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 six months ended June 30, 2021 and 2020:
−Removed: Six Months Ended June 30,
+Added: The following is a schedule of financial highlights for the nine months ended September 30, 2021 and 2020:
+Added: Nine Months Ended September 30,
Per share data:
22 unchanged sentences
Total return is not annualized.
+Added: SIERRA ACQUISITION
+Added: On September 21, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Mercury Acquisition Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Company (“Acquisition Sub”), Sierra Income Corporation, a Maryland corporation (“Sierra”), and Barings.
+Added: 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 Sierra, with Sierra continuing as the surviving company and as a wholly owned subsidiary of the Company (the “First Merger”) and, immediately thereafter, Sierra will merge with and into the Company, with the Company continuing as the surviving company (the “Second Merger” and, together with the First Merger, the “Merger”).
+Added: The Board and the board of directors of Sierra, including all of the respective independent directors, have approved the Merger Agreement and the transactions contemplated therein.
+Added: The parties to the Merger Agreement intend the Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code.
+Added: In the First Merger, each share of Sierra common stock issued and outstanding immediately prior to the effective time of the First Merger (excluding any shares cancelled pursuant to the Merger Agreement) will be converted into the right to receive (i) $0.9783641 per share in cash, without interest, from Barings (such amount of cash, the “Cash Consideration”) and (ii) 0.44973 (such ratio, as may be adjusted pursuant to the Merger Agreement, the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of the Company’s common stock (the “Share Consideration” and, together with the Cash Consideration, the “Merger Consideration”).
+Added: The Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of the Company’s and Sierra’s businesses during the period prior to the closing of the Merger.
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: Company and Sierra have agreed to convene and hold stockholder meetings for the purpose of obtaining the approvals required of the Company’s and Sierra’s stockholders, respectively, and the Board and the board of directors of Sierra have agreed to recommend that their respective stockholders approve the applicable proposals (as described below).
+Added: The Merger Agreement provides that Sierra shall not, and shall cause its subsidiaries and instruct its representatives not to, directly or indirectly, solicit proposals relating to alternative transactions, or, subject to certain exceptions, initiate or participate in discussions or negotiations regarding, or provide information with respect to, any proposal for an alternative transaction.
+Added: However, the Sierra board of directors may, subject to certain conditions, change its recommendation to the Sierra stockholders or, on payment of a termination fee of $11.0 million to the Company and the reimbursement of up to $2.0 million in expenses incurred by the Company and Barings, terminate the Merger Agreement and enter into an Alternative Acquisition Agreement (as defined in the Merger Agreement) for a Superior Proposal (as defined in the Merger Agreement) if it determines in good faith, after consultation with its outside legal counsel, that failure to do so would be inconsistent with the directors’ duties under applicable law.
+Added: Consummation of the First Merger, which is currently anticipated to occur during the first quarter of fiscal year 2022, is subject to certain customary closing conditions, including (1) approval of the First Merger by the holders of at least a majority of the outstanding shares of Sierra common stock entitled to vote thereon, (2) approval of the issuance of the Company’s common stock to be issued in the First Merger by a majority of the votes cast by the Company stockholders on the matter at the Company stockholders meeting, (3) approval of the issuance of the Company’s common stock in connection with the First Merger 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, (4) the absence of certain legal impediments to the consummation of the Merger, (5) effectiveness of the registration statement for the Company common stock to be issued as consideration in the First Merger, (6) approval for listing on the New York Stock Exchange of the Company common stock to be issued as consideration in the First Merger, (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, or early termination thereof).
+Added: Barings, as party to the Merger Agreement, agreed to vote all shares of the Company common stock over which it has voting power (other than in its fiduciary capacity) in favor of the proposals to be submitted by the Company to its stockholders for approval relating to the Merger.
+Added: In addition, the Company and Sierra will take steps necessary to provide for the repayment at closing of Sierra’s existing loan agreement.
+Added: The Merger Agreement also contains certain termination rights in favor of the Company and Sierra, including if the First Merger is not completed on or before March 31, 2022 or if the requisite approvals of the Company stockholders or Sierra stockholders are not obtained.
+Added: Further, the Company will enter into an amendment and restatement of the Amended and Restated Advisory Agreement, effective as of the closing of the Merger, to raise the annualized hurdle rate thereunder from 8.0% to 8.25%.
+Added: Following the closing of the Merger, the Company will also enter into a credit support agreement with Barings, for the benefit of the combined company, to protect against net cumulative unrealized and realized losses of up to $100.0 million on the acquired Sierra investment portfolio over the next ten years.
+Added: 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 .
+Added: Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group.
+Added: Per ASC 805-50-30-1, the acquired assets (as a group) are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets carrying amounts on the acquiring entity’s records.
+Added: ASC 805-50-30-2 goes on to say asset acquisitions in which the consideration given is cash are measured by the amount of cash paid.
+Added: However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.
+Added: 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 $100.0 million.
+Added: 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.
+Added: 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,
+Added: Barings BDC, Inc.
+Added: Notes to Unaudited Consolidated Financial Statements — (Continued)
+Added: then the Company would recognize a purchase accounting loss.
+Added: The Company expects any potential gain or loss would be classified as unrealized on the statement of operations until the underlying assets are sold.
+Added: 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.
+Added: 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 June 30, 2021, the Company made approximately $185.6 million of new commitments, of which $150.3 million closed and funded.
−Removed: The $150.3 million of investments consist of $53.9 million of first lien senior secured debt investments, $6.6 million of second lien senior secured and subordinated debt investments and an $89.8 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies.
+Added: Subsequent to September 30, 2021, the Company made approximately $238.5 million of new commitments, of which $164.4 million closed and funded.
+Added: The $164.4 million of investments consist of $124.9 million of first lien senior secured debt investments, $14.5 million of second lien senior secured and subordinated debt investments and $25.0 million of equity investments.
The weighted average yield of the debt investments was 6.7%.
In addition, the Company funded $3.8 million of previously committed delayed draw term loans.
−Removed: On August 5, 2021, the Board declared a quarterly distribution of $0.21 per share payable on September 15, 2021 to holders of record as of September 8, 2021.
+Added: Effective on November 4, 2021, the Company increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allows for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants.
+Added: On November 9, 2021, the Board declared a quarterly distribution of $0.22 per share payable on December 1, 2021 to holders of record as of November 24, 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.