What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-02-23 compared with 2021-03-23 · 23 added, 106 removed, 142 unchanged (48% of the section changed)

1 unchanged sentence

Common Stock and Holders

Our common stock is traded on the New York Stock Exchange, or NYSE, under the ticker symbol “BBDC.” As of March 23, 2021, there were approximately 107 holders of record of our common stock.

Our common stock is traded on the New York Stock Exchange, or NYSE, under the ticker symbol “BBDC.” As of February 23, 2022, there were approximately 97 holders of record of our common stock.

This number does not include stockholders for whom shares are held in “nominee” or “street name.”

4 unchanged sentences

Ordinary income $ 0.79 96.3 % $ 0.65 100.0 %

Tax return of capital 0.03 3.7 — —

Total reported on IRS Form 1099-DIV $ 0.82 100.0 % $ 0.65 100.0 %

13 unchanged sentences

We generally intend to make distributions on a quarterly basis to our stockholders of substantially all of our income.

In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of (i) 98.0% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the calendar year, and (iii) any ordinary income and net capital gains for the preceding year that were not distributed during such year.

We will not be subject to excise taxes on amounts on

which we are required to pay corporate income tax (such as retained net capital gains).

gains in excess of capital losses for the calendar year, and (iii) any ordinary income and net capital gains for the preceding year that were not distributed during such year.

We will not be subject to excise taxes on amounts on which we are required to pay corporate income tax (such as retained net capital gains).

In order to obtain the tax benefits applicable to RICs, we will be required to distribute to our stockholders with respect to each taxable year at least 90.0% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses.

13 unchanged sentences

stockholder’s account.

Our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and by the terms of any of our borrowings or financing arrangements.

For a more detailed discussion, see “Business — Regulation of Business Development Companies” included in Item 1 of Part I of this Annual Report on Form 10-K.

Sales of Unregistered Securities

We did not sell any securities during the period covered by this report that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

Sales of Unregistered Equity Securities

We did not sell any equity securities during the period covered by this report that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

Issuer Purchases of Equity Securities

During the three months ended December 31, 2020, in connection with our dividend reinvestment plan for our common stockholders, we directed the Plan Administrator to purchase 31,890 shares of our common stock for an aggregate of $286,718 in the open market in order to satisfy our obligati ons to deliver shares of common stock to our stockholders with respect to our dividend declared on November 9, 2020.

During the three months ended December 31, 2021, in connection with our dividend reinvestment plan for our common stockholders, we directed the Plan Administrator to purchase 56,343 shar es of our common stock for an aggregate of $ 625,097 in the open market in order to satisfy our obligati ons to deliver shares of common stock to our stockholders with respect to our dividend declared on November 9, 2021.

Performance Graph

28 unchanged sentences

The report of our independent registered public accounting firm, KPMG LLP, on the senior securities table as of December 31, 2021, is attached as an exhibit to this annual report on Form 10-K.

In addition, the report of our former independent registered public accounting firm, Ernst & Young LLP, on the senior securities table as of December 31, 2016, is attached as an exhibit to this annual report on Form 10-K.

Class and Year(1) Total Amount

24 unchanged sentences

2017 250,000 2,120 — N/A

May 2011 Credit Facility

5 unchanged sentences

2017 125,315 2,120 — N/A

August 2018 Credit Facility (7)

4 unchanged sentences

2020 719,661 1,760 — N/A

2021 655,189 1,538 — N/A

Debt Securitization

2019 318,210 1,851 — N/A

August 2025 Notes

2020 50,000 1,760

2021 50,000 1,538 — N/A

Class and Year(1) Total Amount

3 unchanged sentences

Unit(4) Average Market

August 2025 Notes

2020 50,000 1,760

Series B Notes

2020 62,500 1,760

2021 62,500 1,538 — N/A

Series C Notes

2020 112,500 1,760

Total Senior Securities

2021 112,500 1,538 — N/A

Series D Notes

2021 80,000 1,538 — N/A

Series E Notes

2021 70,000 1,538 — N/A

November 2026 Notes

2021 350,000 1,538 — N/A

Total Senior Securities

2012 363,105 1,580 — N/A

3 unchanged sentences

2016 543,761 2,124 — N/A

2017 572,820 2,120 — N/A

2018 570,000 1,988 — N/A

2019 670,698 1,851 — N/A

2020 944,661 1,760

2021 1,380,189 1,538 — N/A

(1) The information in the senior securities tables for 2017 - 2019 and for years prior to 2016 is unaudited.

8 unchanged sentences

Average market value per unit for our SBA-guaranteed debentures payable, our terminated credit facility initially entered into in May 2011 (the “May 2011 Credit Facility”), Barings BDC Senior Funding I, LLC's terminated credit facility initially entered into in August 2018 with Bank of America, N.A.

(the "August 2018 Credit Facility"), the February 2019 Credit Facility, our $449.3 million term debt securitization in May 2019 (the “Debt Securitization”), the August 2025 Notes and the November Notes are not applicable because these senior securities are not registered for public trading.

(the "August 2018 Credit Facility"), the February 2019 Credit Facility, our $449.3 million term debt securitization in May 2019 (the “Debt Securitization”), the August 2025 Notes, the November Notes, the February Notes and the November 2026 Notes are not applicable because these senior securities are not registered for public trading.

(6) We have obtained exemptive relief from the SEC to permit us to exclude the SBA-guaranteed debentures payable from the 200% asset coverage test under the Investment Company Act.

1 unchanged sentence

(8) The remaining notes issued in connection with the Debt Securitization were repaid in full in October 2020.

Selected Financial Data.

The selected financial data at and for the fiscal years ended December 31, 2016, 2017, 2018 and 2019 have been derived from our financial statements that have been audited by Ernst & Young LLP, an independent registered public accounting firm.

The selected financial data at and for the fiscal year ended December 31, 2020 has been derived from our financial statements that have been audited by KPMG LLP, an independent registered public accounting firm.

You should read this selected financial and other data in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto.

Year Ended December 31,

2016 2017 2018 2019 2020

(Dollars and share amounts in thousands, except per share data)

Income statement data:

Investment income:

Total loan interest, fee and dividend income $ 113,332 $ 122,290 $ 78,238 $ 75,638 $ 71,031

Interest income from cash

348 715 1,985 10 —

Total investment income 113,680 123,005 80,223 75,648 71,031

Operating expenses:

Interest and other financing fees 26,721 29,261 23,887 26,101 19,813

Base management fee — — 4,219 12,112 14,318

Compensation expenses 23,676 16,136 37,487 442 48

General and administrative expenses 4,406 5,370 16,178 6,441 5,794

Total operating expenses 54,803 50,767 81,771 45,096 39,973

Base management fee waived — — (1,487) — —

Net operating expenses 54,803 50,767 80,284 45,096 39,973

Net investment income (loss) before taxes 58,877 72,238 (61) 30,552 31,058

Income taxes, including excise tax expense — — — — 70

Net investment income (loss) after taxes 58,877 72,238 (61) 30,552 30,988

Net realized gains (losses):

Non-Control / Non-Affiliate investments (2,414) (3,683) (130,870) (3,798) (38,302)

Affiliate investments 4,399 (3,980) 9,939 — —

Control investments — (45,206) (38,542) — —

Net realized gains (losses) on investments 1,985 (52,869) (159,473) (3,798) (38,302)

Foreign currency transactions — 1,269 1,081 (12) 13

Net realized gains (losses)

1,985 (51,600) (158,392) (3,810) (38,289)

Net unrealized appreciation (depreciation):

Non-Control / Non-Affiliate investments (9,080) (65,786) 27,025 33,021 26,210

Affiliate investments (5,473) (7,356) 3,198 72 2,471

Control investments (11,464) 27,547 24,387 — 30

Net unrealized appreciation (depreciation) on investments (26,017) (45,595) 54,610 33,093 28,711

Foreign currency transactions (153) (2,822) (864) (1,005) (10,161)

Net unrealized appreciation (depreciation)

(26,170) (48,417) 53,746 32,088 18,550

Net realized gains (losses) and and unrealized appreciation (depreciation) on investments and foreign currency transactions (24,185) (100,017) (104,646) 28,278 (19,739)

Loss on extinguishment of debt — — (10,507) (297) (3,089)

Benefit from (provision for) taxes (436) (871) 932 (341) 17

Net increase (decrease) in net assets resulting from operations $ 34,256 $ (28,650) $ (114,282) $ 58,192 $ 8,177

Net investment income (loss) per share — basic and diluted

$ 1.62 $ 1.55 $ — $ 0.61 $ 0.64

Net increase (decrease) in net assets resulting from operations per share — basic and diluted

$ 0.94 $ (0.62) $ (2.29) $ 1.16 $ 0.17

Net asset value per common share $ 15.13 $ 13.43 $ 10.98 $ 11.66 $ 10.99

Total dividends/distributions declared per share $ 1.89 $1.65 $0.43 $0.54 $0.65

Weighted average number of shares outstanding — basic and diluted 36,405 46,498 49,897 50,185 48,575

Year Ended December 31,

2016 2017 2018 2019 2020

(Dollars in thousands)

Balance sheet data:

Investments at fair value $ 1,037,907 $ 1,016,284 $ 1,121,856 $ 1,173,644 $ 1,495,796

Cash 107,088 191,850 12,427 13,568 62,651

Foreign currencies — — — 8,424 29,836

Interest and fees receivable 10,190 7,807 6,009 5,266 21,618

Prepaid expenses and other assets 1,660 1,855 2,732 1,112 2,015

Credit support agreement — — — — 13,600

Deferred income taxes — — 1,391 — —

Deferred financing fees 2,700 5,186 252 5,366 4,111

Receivable from unsettled transactions — — 22,910 45,255 47,412

Property and equipment, net 106 81 — — —

Total assets $ 1,159,651 $ 1,223,063 $ 1,167,577 $ 1,252,635 $ 1,677,039

Accounts payable and accrued liabilities $ 6,797 $ 9,863 $ 1,787 $ 1,501 $ 6,045

Interest payable 3,997 3,997 750 2,492 2,219

Taxes payable 490 796 301 — —

Deferred income taxes 2,054 1,332 — — —

Administrative fees payable — — 507 400 675

Base management fees payable — — 2,732 3,267 3,413

Derivatives liabilities — — — 24 1,337

Payable from unsettled transactions — — 28,533 4,924 1,549

Borrowings under credit facilities 127,012 156,071 570,000 352,488 719,661

Debt securitization — — — 316,664 —

Notes 162,755 163,408 — — 224,336

SBA-guaranteed debentures payable 245,390 246,321 — — —

Total liabilities 548,495 581,788 604,610 681,760 959,235

Net assets 611,156 641,275 562,967 570,875 717,804

Total liabilities and net assets $ 1,159,651 $ 1,223,063 $ 1,167,577 $ 1,252,635 $ 1,677,039

Weighted average yield on total investments (including non-accrual debt investments) 9.7 % 8.5 % 6.0 % 5.8 % 6.5 %

Weighted average yield on total investments

(excluding non-accrual debt investments) 10.2 % 9.6 % 6.0 % 5.8 % 6.4 %

Number of portfolio companies 88 89 139 147 146

Expense ratios (as percentage of average net assets):

Base management fee (net), compensation and general and administrative expenses 5.0 % 3.2 % 9.0 % 3.3 % 3.9 %

Interest and other financing fees 4.8 4.4 3.8 4.5 3.8

Total expenses, net of base management fee waived 9.8 % 7.6 % 12.8 % 7.8 % 7.7 %

Ratio of total expenses, net of base management fee waived, including loss on extinguishment of debt and (provision for) benefit from taxes, to average net assets 9.9 % 7.7 % 14.3 % 7.9 % 8.3 %

[ Reserved ] .

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity