Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2021. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Management’s Report on Internal Control over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management (with the participation of our Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021.
103
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
104
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a code of ethics, the Global Code of Ethics Policy, which applies to, among others, our executive officers, including our Chief Executive Officer and Chief Financial Officer, as well as Barings' officers, directors and employees. The Global Code of Ethics Policy is publicly available on our website under “Corporate Governance” at the following URL: https://ir.barings.com/governance-docs.
We will provide any person, without charge, upon request, a copy of our Global Code of Ethics Policy. To receive a copy, please provide a written request to: Barings BDC, Inc., Attn: Chief Compliance Officer, 300 South Tryon Street, Suite 2500 Charlotte, North Carolina, 28202. There have been no material changes to the procedures by which stockholders may recommend nominees to the Board that have been implemented since the date the Company last filed a periodic report with the SEC.
Except as set forth above, the information required by this Item with respect to our directors, executive officers and corporate governance matters is incorporated by reference from our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Our definitive Proxy Statement will be filed with the SEC within 120 days after the date of our fiscal year-end, which was December 31, 2021.
Item 11. Executive Compensation.
The information required by this Item with respect to compensation of executive officers and directors is incorporated by reference from our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Our definitive Proxy Statement will be filed with the SEC within 120 days after the date of our fiscal year-end, which was December 31, 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item with respect to security ownership of certain beneficial owners and management is incorporated by reference from our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Our definitive Proxy Statement will be filed with the SEC within 120 days after the date of our fiscal year-end, which was December 31, 2021.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item with respect to certain relationships and related transactions and director independence is incorporated by reference from our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Our definitive Proxy Statement will be filed with the SEC within 120 days after the date of our fiscal year-end, which was December 31, 2021.
Item 14. Principal Accountant Fees and Services.
The information required by this Item with respect to principal accountant fees and services is incorporated by reference from our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A under the Exchange Act. Our definitive Proxy Statement will be filed with the SEC within 120 days after the date of our fiscal year-end, which was December 31, 2021.
105
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this Report:
(1) Financial Statements
Barings BDC, Inc. Financial Statements:
Page
Reports of Independent Registered Public Accounting Firm s
F- 1
Consolidated Balance Sheets as of December 31, 2021 and 2020
F- 4
Consolidated Statements of Operations for the years ended December 31, 2021 , 2020 and 2019
F- 5
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2021 , 2020 and 2019
F- 7
Consolidated Statements of Cash Flows for the years ended December 31, 2021 , 2020 and 2019
F- 8
Consolidated Schedule of Investments as of December 31, 2021
F- 9
Consolidated Schedule of Investments as of December 31, 2020
F- 27
Notes to Consolidated Financial Statements
F- 40
(2) Financial Statement Schedules
None.
Schedules that are not listed herein have been omitted because they are not applicable or the information required to be set forth therein is included in the Consolidated Financial Statements or notes thereto.
(3) List of Exhibits
The exhibits required by Item 601 of Regulation S-K, except as otherwise noted, have been filed with previous reports by the Registrant and are herein incorporated by reference.
Number Exhibit
2.1 Asset Purchase Agreement, dated April 3, 2018, by and between the Registrant and BSP Asset Acquisition I, LLC (Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2018 and incorporated herein by reference).
2.2 Stock Purchase and Transaction Agreement, dated April 3, 2018, by and between the Registrant and Barings LLC (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2018 and incorporated herein by reference).
2.3 Agreement and Plan of Merger, by and among the Registrant , MVC Capital, Inc., Mustang Acquisition Sub, Inc., and Barings LLC, dated as of August 10, 2020 (Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2020 and incorporated herein by reference).
2.4 Agreement and Plan of Merger, by and among the Registrant, Mercury Acquisition Sub, Inc., Sierra Income Corporation and Barings LLC, dated as of September 21, 2021 (Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2021 and incorporated herein by reference) .
3.1 Form of Articles of Amendment and Restatement of the Registrant (Filed as Exhibit (a)(3) to the Registrant's Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-138418) filed with the Securities and Exchange Commission on December 29, 2006 and incorporated herein by reference).
3.2 Articles of Amendment of the Registrant (Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
3.3 Seventh Amended and Restated Bylaws of the Registrant (Filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
106
Number Exhibit
3.4 Articles Supplementary (Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
4.1 Form of Common Stock Certificate (Filed as Exhibit (d) to the Registrant's Post-Effective Amendment No. 1 on Form N2/N-5 (File No. 333-138418) filed with the Securities and Exchange Commission on February 15, 2007 and incorporated herein by reference)
4.2 Barings BDC, Inc. Dividend Reinvestment Plan (Filed as Exhibit 4.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 12, 2008 and incorporated herein by reference).
4.3 Agreement to Furnish Certain Instruments (Filed as Exhibit 4.19 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission on February 25, 2009 and incorporated herein by reference).
4.4 Description of Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed as Exhibit 4.4 to the Registrant’s Current Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on February 27, 2020 and incorporated herein by reference).
4.5 Indenture, dated as of November 23, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2021 and incorporated herein by reference).
4.6 First Supplemental Indenture, dated as of November 23, 2021, relating to the 3.300% Notes due 2026, by and between the Registrant and U.S. Bank National Association, as trustee (Filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2021 and incorporated herein by reference).
4.7 Form of 3.300% Notes due 2026 (incorporated by reference to Exhibit 4.6 hereto).
10.1 Amended and Restated Investment Advisory Agreement, dated December 23, 2020 by and between Barings BDC, Inc. and Barings LLC (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2020 and incorporated herein by reference).
10.2 Administration Agreement, dated August 2, 2018 by and between Triangle Capital Corporation and Barings LLC (Filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
10.3 Registration Rights Agreement, dated August 2, 2018 by and between Triangle Capital Corporation and Barings LLC (Filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018 and incorporated herein by reference).
10.4 Master Custodian Agreement, dated August 2, 2018, between the Company and State Street Bank and Trust Company (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2018 and incorporated herein by reference).
10.5 Investment Management Agreement, dated August 3, 2018, between Barings BDC Senior Funding I, LLC and Barings LLC (Filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2018 and incorporated herein by reference).
10.6 Stock Transfer Agency Agreement between the Registrant and Computershare, Inc. (as successor to The Bank of New York) (Filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 12, 2008 and incorporated herein by reference).
10.7† Form of Indemnification Agreement. (Filed as Exhibit 10.23 to the Registrant ' s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on February 28, 2018 and incorporated herein by reference).
107
Number Exhibit
10.8 Senior Secured Revolving Credit Facility, dated as of February 21, 2019, by and among the Company, as borrower, the lenders party thereto, ING Capital LLC, as administrative agent, and the other parties signatory thereto (Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Securities and Exchange Commission on May 9, 2019 and incorporated herein by reference).
10.9 Guarantee, Pledge and Security Agreement, dated as of February 21, 2019, by and among the Company, as borrower, the subsidiary guarantors party thereto, ING Capital LLC, as revolving administrative agent for the revolving lenders and collateral agent, and the other parties signatory thereto (Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Securities and Exchange Commission on May 9, 2019 and incorporated herein by reference).
10.10 Amendment No. 1 to the Senior Secured Revolving Credit Agreement dated as of December 3, 2019, by and among the Company, as borrower, the lenders party thereto, ING Capital LLC, as administrative agent, and the other parties signatory thereto (Filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on February 27, 2020 and incorporated herein by reference ).
10.11 Credit Support Agreement, dated December 23, 2020, by and between the Company and Barings LLC (Filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2020 and incorporated herein by reference).
10.12 Note Purchase Agreement by and between the Company and the purchasers party thereto, dated August 3, 2020 (Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2020 and incorporated herein by reference).
10.13 Amendment No. 1 to August 3, 2020 Note Purchase Agreement by and between the Company and the purchasers party thereto, dated November 4, 2020 (Filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2020 and incorporated herein by reference).
10.14 Note Purchase Agreement by and between the Company and the purchasers party thereto, dated November 4, 2020 (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2020 and incorporated herein by reference).
10.15 Note Purchase Agreement by and between the Company and the purchasers party thereto, dated February 25, 2021 (Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2021 and incorporated herein by reference).
10.16 Registration Rights Agreement, dated as of November 23, 2021, relating to the 3.300% Notes due 2026, by and among the Registrant and J.P. Morgan Securities LLC, ING Financial Markets LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as the representatives of the initial purchasers (Filed as Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2021 and incorporated herein by reference) .
10.17 Amendment No. 2 to the Senior Secured Revolving Credit Agreement dated as of December 29 , 20 21 , by and among the Company, as borrower, the lenders party thereto, ING Capital LLC, as administrative agent, and the other parties signatory thereto .* ^
21.1 List of Subsidiaries.*
31.1 Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2 Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1 Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2 Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
99.1 Report of KPMG LLP on Senior Securities Table.*
108
Number Exhibit
99.2 Consent of Ernst & Young LLP.*
† Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
^ Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.
(b) Exhibits
See Item 15(a)(3) above.
(c) Financial Statement Schedules
See Item 15(a)(2) above.
109
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 23, 2022
BARINGS BDC, INC.
By: /s/ Eric Lloyd
Name: Eric Lloyd
Title: Chief Executive Officer and Chairman
110
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Eric Lloyd Chief Executive Officer and Chairman of the Board
(Principal Executive Officer) February 23, 2022
Eric Lloyd
/s/ Ian Fowler President February 23, 2022
Ian Fowler
/s/ Jonathan Bock Chief Financial Officer
(Principal Financial Officer) February 23, 2022
Jonathan Bock
/s/ Elizabeth A. Murray Controller (Principal Accounting Officer) February 23, 2022
Elizabeth A. Murray
/s/ Bernard A. Harris Director February 23, 2022
Bernard Harris
/s/ Robert C. Knapp Director February 23, 2022
Robert C. Knapp
/s/ David Mihalick Director February 23, 2022
David Mihalick
/s/ Mark F. Mulhern Director February 23, 2022
Mark F. Mulhern
/s/ Thomas W. Okel Director February 23, 2022
Thomas W. Okel
/s/ Jill Olmstead Director February 23, 2022
Jill Olmstead
/s/ John A. Switzer Director February 23, 2022
John A. Switzer
Barings BDC, Inc.
Index to Financial Statements and Financial Statement Schedules
Page
Report s of Independent Registered Public Accounting Firm s
F- 1
Consolidated Balance Sheets as of December 31, 2021 and 2020
F- 4
Consolidated Statements of Operations for the years ended December 31, 2021 , 2020 and 2019
F- 5
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2021 , 2020 and 2019
F- 7
Consolidated Statements of Cash Flows for the years ended December 31, 2021 , 2020 and 2019
F- 8
Consolidated Schedule of Investments as of December 31, 2021
F- 9
Consolidated Schedule of Investments as of December 31, 2020
F- 27
Notes to Consolidated Financial Statements
F- 40
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Barings BDC, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Barings BDC, Inc. and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations, changes in its net assets and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of securities owned as of December 31, 2021 and 2020, by correspondence with custodians, portfolio companies or agent banks or by other appropriate auditing procedures where replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the fair value of investments
As discussed in Notes 1 and 3 to the consolidated financial statements, the Company measures its investments at fair value. In determining the fair value of investments that are not publicly traded and whose market quotations are not readily available, the Company makes subjective judgments and estimates using unobservable inputs.
F-1
We identified the assessment of the fair value of investments that are not publicly traded and whose market quotations are not readily available as a critical audit matter. The evaluation of certain assumptions used to estimate the fair value of such investments involved a high degree of auditor judgment and specialized skills and knowledge. Specifically, assessing the market yields for investments with similar terms and credit risks used in an income approach and the selection of comparable companies and financial performance multiples of such comparable companies used in a market approach required subjective auditor judgment as changes in these assumptions could have a significant impact on the estimate of the fair value of investments.
The following are the procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls over the process to measure the fair value of investments that are not publicly traded and whose market quotations are not readily available, including controls related to the determination of market yields, credit risk, selection of comparable companies, and financial performance multiple assumptions. We evaluated the Company’s ability to estimate fair value by comparing prior period fair values for a selection of investments to transaction prices of transactions occurring subsequent to the valuation date. We involved valuation professionals with specialized skills and knowledge who, for a selection of the Company’s investments, assisted in evaluating the Company’s estimate of fair value by developing:
• a market yield, for investments fair valued using an income approach, by assessing available market information, such as market yields of comparable companies of similar credit risk
• a market multiple, for investments fair valued using a market approach, by assessing market information from third-party sources, including financial performance multiples of comparable companies
• estimates of fair value for the selected investments and comparing the results to the Company’s fair value estimates.
We have served as the Company’s auditor since 2020.
/s/ KPMG LLP
Charlotte, North Carolina
February 23, 2022
F-2
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Barings BDC, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of operations, changes in net assets, and cash flows of Barings BDC, Inc. (the “Company”) for the year ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations, changes in its net assets, and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We served as the Company’s auditor from 2006 to 2020.
/s/ ERNST & YOUNG LLP
Charlotte, North Carolina
February 27, 2020
F-3
Barings BDC, Inc.
Consolidated Balance Sheets
December 31,
2021 2020
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $1,494,030,725 and $1,318,614,617 as of December 31, 2021 and 2020, respectively)
$ 1,490,112,663 $ 1,325,783,281
Affiliate investments (cost of $267,966,911 and $76,055,873 as of December 31, 2021 and December 31, 2020, respectively)
288,068,788 78,598,633
Control investments (cost of $25,826,428 and $25,826,428 as of December 31, 2021 and 2020, respectively)
22,412,501 25,855,796
Short-term investments (cost of $0 and $65,558,227 as of December 31, 2021 and 2020, respectively) — 65,558,227
Total investments at fair value 1,800,593,952 1,495,795,937
Cash (restricted cash of $0 and $3,488,336 at December 31, 2021 and 2020, respectively) 49,987,222 62,651,340
Foreign currencies (cost of $34,068,609 and $29,555,465 as of December 31, 2021 and December 31, 2020, respectively) 34,266,378 29,836,121
Interest and fees receivable 33,644,942 21,617,843
Prepaid expenses and other assets 4,297,383 2,014,558
Credit support agreement (cost of $13,600,000 as of both December 31, 2021 and December 31, 2020) 15,400,000 13,600,000
Deferred financing fees 2,984,872 4,110,564
Receivable from unsettled transactions 219,731,592 47,412,382
Total assets $ 2,160,906,341 $ 1,677,038,745
Liabilities:
Accounts payable and accrued liabilities $ 2,340,624 $ 6,045,443
Interest payable 5,704,470 2,219,274
Administrative fees payable 750,000 675,000
Base management fees payable 5,422,322 3,413,270
Incentive management fees payable 4,067,256 —
Derivatives liabilities 1,159,788 1,336,283
Payable from unsettled transactions 26,785,566 1,548,578
Borrowings under credit facilities 655,189,256 719,660,707
Notes payable (net of deferred financing fees) 717,556,296 224,335,666
Total liabilities 1,418,975,578 959,234,221
Commitments and contingencies (Note 8)
Net Assets:
Common stock, $0.001 par value per share (150,000,000 shares authorized, 65,316,085 shares issued and outstanding as of both December 31, 2021 and 2020) 65,316 65,316
Additional paid-in capital 1,027,686,768 1,027,707,047
Total distributable loss (285,821,321) (309,967,839)
Total net assets 741,930,763 717,804,524
Total liabilities and net assets $ 2,160,906,341 $ 1,677,038,745
Net asset value per share $ 11.36 $ 10.99
See accompanying notes.
F-4
Barings BDC, Inc.
Consolidated Statements of Operations
Year Ended December 31,
2021 2020 2019
Investment income:
Interest income:
Non-Control / Non-Affiliate investments $ 101,467,891 $ 65,267,782 $ 72,486,107
Affiliate investments 519,518 — —
Control investments 434,908 — —
Short-term investments 16,765 353,109 985,286
Total interest income 102,439,082 65,620,891 73,471,393
Dividend income:
Non-Control / Non-Affiliate investments 169,687 2,603 44,744
Affiliate investments 8,709,469 — —
Total dividend income 8,879,156 2,603 44,744
Fee and other income:
Non-Control / Non-Affiliate investments 12,337,365 4,075,344 2,116,820
Affiliate investments 40,270 — —
Control investments 642,609 5,292 —
Total fee and other income 13,020,244 4,080,636 2,116,820
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments 9,951,959 1,304,986 5,413
Affiliate investments 1,044,346 11,789 —
Control investments — 9,532 —
Total payment-in-kind interest income 10,996,305 1,326,307 5,413
Interest income from cash 587 631 9,975
Total investment income 135,335,374 71,031,068 75,648,345
Operating expenses:
Interest and other financing fees 33,013,665 19,812,711 26,100,941
Base management fee (Note 2) 19,516,741 14,317,693 12,112,475
Incentive management fees (Note 2) 14,741,949 — —
Compensation expenses — 48,381 442,238
General and administrative expenses (Note 2) 9,095,185 5,793,880 6,441,095
Total operating expenses 76,367,540 39,972,665 45,096,749
Net investment income before taxes 58,967,834 31,058,403 30,551,596
Income taxes, including excise tax expense 7,495 70,599 —
Net investment income after taxes $ 58,960,339 $ 30,987,804 $ 30,551,596
F-5
Barings BDC, Inc.
Consolidated Statements of Operations - (Continued)
Year Ended December 31,
2021 2020 2019
Realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreement and foreign currency transactions:
Net realized gains (losses):
Non-Control / Non-Affiliate investments $ 2,746,436 $ (38,302,323) $ (3,798,263)
Affiliate investments (100,931) — —
Net realized gains (losses) on investments 2,645,505 (38,302,323) (3,798,263)
Foreign currency transactions (6,024,567) 12,743 (12,185)
Net realized losses (3,379,062) (38,289,580) (3,810,448)
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments (11,086,729) 26,210,329 33,021,249
Affiliate investments 17,584,892 2,471,217 71,543
Control investments (3,469,066) 29,368 —
Net unrealized appreciation on investments 3,029,097 28,710,914 33,092,792
Credit support agreement 1,800,000 — —
Foreign currency transactions 17,275,899 (10,161,326) (1,004,788)
Net unrealized appreciation 22,104,996 18,549,588 32,088,004
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreement and foreign currency transactions 18,725,934 (19,739,992) 28,277,556
Loss on extinguishment of debt — (3,088,728) (297,188)
Benefit from (provision for) taxes (844) 17,709 (340,330)
Net increase in net assets resulting from operations $ 77,685,429 $ 8,176,793 $ 58,191,634
Net investment income per share — basic and diluted $ 0.90 $ 0.64 $ 0.61
Net increase in net assets resulting from operations per share — basic and diluted $ 1.19 $ 0.17 $ 1.16
Dividends / distributions per share:
Total dividends / distributions $ 0.82 $ 0.65 $ 0.54
Weighted average number of shares outstanding — basic and diluted 65,316,085 48,575,139 50,185,300
See accompanying notes.
F-6
Barings BDC, Inc.
Consolidated Statements of Changes in Net Assets
Common Stock Additional
Paid-In
Capital Total Distributable Earnings (Loss)
Number
of Shares Par
Value Total
Net Assets
Balance, January 1, 2019 51,284,064 $ 51,284 $ 884,894,249 $ (321,978,246) $ 562,967,287
Net investment income — — — 30,551,596 30,551,596
Net realized loss on investments / foreign currency transactions — — — (3,810,448) (3,810,448)
Net unrealized appreciation on investments / foreign currency transactions — — — 32,088,004 32,088,004
Loss on extinguishment of debt — — — (297,188) (297,188)
Provision for taxes — — — (340,330) (340,330)
Return of capital and other tax related adjustments — — (7,773,706) 7,773,706 —
Distributions of net investment income — — (26,927,706) (26,927,706)
Purchases of shares in repurchase plan (2,333,261) (2,333) (23,354,173) — (23,356,506)
Balance, December 31, 2019 48,950,803 $ 48,951 $ 853,766,370 $ (282,940,612) $ 570,874,709
Net investment income — — — 30,987,804 30,987,804
Net realized loss on investments / foreign currency transactions — — — (38,289,580) (38,289,580)
Net unrealized appreciation on investments / foreign currency transactions — — — 18,549,588 18,549,588
Loss on extinguishment of debt — — — (3,088,728) (3,088,728)
Provision for taxes — — — 17,709 17,709
Return of capital and other tax related adjustments — — 3,878,798 (3,878,798) —
Distributions of net investment income — (31,325,222) (31,325,222)
Deemed contribution - CSA (See Note 2) — — 13,600,000 — 13,600,000
Deemed contribution - from Adviser (See Note 10) — — 3,254,849 — 3,254,849
Issuance of common stock in connection with acquisition of MVC Capital 17,354,332 17,354 160,336,673 — 160,354,027
Purchase of shares in repurchase plan (989,050) (989) (7,129,643) — (7,130,632)
Balance, December 31, 2020 65,316,085 $ 65,316 $ 1,027,707,047 $ (309,967,839) $ 717,804,524
Net investment income — — — 58,960,339 58,960,339
Net realized loss on investments / foreign currency transactions — — — (3,379,062) (3,379,062)
Net unrealized appreciation on investments / CSA / foreign currency transactions — — — 22,104,996 22,104,996
Provision for taxes — — — (844) (844)
Return of capital and other tax related adjustments — — 1,628,875 (1,628,875) —
Distributions of net investment income — — — (51,910,036) (51,910,036)
Return of capital distributions — — (1,649,154) — (1,649,154)
Balance, December 31, 2021 65,316,085 $ 65,316 $ 1,027,686,768 $ (285,821,321) $ 741,930,763
See accompanying notes.
F-7
Barings BDC, Inc.
Consolidated Statements of Cash Flows
Year Ended December 31,
2021 2020 2019
Cash flows from operating activities:
Net increase in net assets resulting from operations $ 77,685,429 $ 8,176,793 $ 58,191,634
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investments (1,461,056,755) (881,171,047) (473,701,786)
Acquisition of MVC Capital, net of cash acquired (See Note 10) — (96,719,967) —
Repayments received / sales of portfolio investments 943,867,143 684,530,539 449,882,092
Purchases of short-term investments (297,560,982) (1,182,185,606) (913,641,727)
Sales of short-term investments 363,118,408 1,213,197,945 862,296,728
Loan origination and other fees received 30,504,341 19,193,244 8,606,347
Net realized (gain) loss on investments (2,645,505) 38,302,323 3,798,263
Net realized (gain) loss on foreign currency transactions 6,024,567 (12,743) 12,185
Net unrealized appreciation on investments (3,029,097) (28,710,914) (33,092,792)
Net unrealized appreciation of CSA (1,800,000) — —
Net unrealized (appreciation) depreciation on foreign currency transactions (17,275,899) 10,161,326 1,004,788
Payment-in-kind interest (10,795,470) (1,348,204) (5,413)
Amortization of deferred financing fees 1,620,170 1,478,364 1,336,181
Loss on extinguishment of debt — 3,088,728 297,188
Accretion of loan origination and other fees (9,443,933) (2,716,765) (1,609,167)
Amortization / accretion of purchased loan premium / discount (4,646,285) (1,805,972) (279,694)
Changes in operating assets and liabilities:
Interest and fees receivable (14,472,228) (4,022,690) 747,340
Prepaid expenses and other assets (214,259) (44,607) 3,007,347
Accounts payable and accrued liabilities 84,463 3,890,759 (159,256)
Interest payable 3,483,456 (1,411,993) 1,805,266
Net cash used in operating activities (396,552,436) (218,130,487) (31,504,476)
Cash flows from financing activities:
Borrowings under credit facilities 455,731,649 636,707,505 320,777,502
Repayments of credit facilities (506,580,035) (280,523,363) (539,341,125)
Proceeds from debt securitization — — 348,250,000
Repayments of debt securitization — (318,210,176) (30,039,824)
Proceeds from notes 500,000,000 225,000,000 —
Redemption of notes — (95,471,804) —
Financing fees paid (7,273,849) (773,952) (8,293,282)
Net proceeds related to issuance of common stock for MVC acquisition — 160,354,027 —
Purchases of shares in repurchase plan — (7,130,632) (23,356,506)
Cash dividends / distributions paid (53,559,190) (31,325,222) (26,927,706)
Net cash provided by financing activities 388,318,575 288,626,383 41,069,059
Net increase (decrease) in cash and foreign currencies (8,233,861) 70,495,896 9,564,583
Cash and foreign currencies, beginning of year 92,487,461 21,991,565 12,426,982
Cash and foreign currencies, end of year $ 84,253,600 $ 92,487,461 $ 21,991,565
Supplemental Information:
Cash paid for interest $ 27,203,144 $ 16,697,097 $ 20,063,847
Excise taxes paid during the period $ 70,533 $ 85,505 $ —
See accompanying notes.
F-8
Barings BDC, Inc.
Consolidated Schedule of Investments
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc. (2.2%)* (7) (8) (10)
IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 07/19, Due 07/25) $ 16,434,014 $ 16,184,672 $ 16,434,014
16,434,014 16,184,672 16,434,014
Accelerate Learning, Inc.
(1.0%)* (7) (8) (10)
Education Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/18, Due 12/24) 7,567,965 7,485,604 7,429,314
7,567,965 7,485,604 7,429,314
Acclime Holdings HK Limited
(0.2%)* (3) (7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.0% Cash, Acquired 08/21, Due 07/27) 1,211,310 1,137,872 1,146,517
1,211,310 1,137,872 1,146,517
Accurus Aerospace Corporation (3.2%)* (7) (8) (11)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.50% PIK, Acquired 10/18, Due 10/24) 24,873,702 24,684,100 24,015,559
24,873,702 24,684,100 24,015,559
ADB Safegate (0.7%)* (3) (8) (10)
Aerospace & Defense Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.8% Cash, Acquired 08/21, Due 07/25) 5,500,000 5,091,328 5,105,815
5,500,000 5,091,328 5,105,815
Advantage Software Company (The), LLC (0.0%)* (7)
Advertising, Printing & Publishing Class A1 Partnership Units (8,717.76 units, Acquired 12/21) 280,379 280,379
Class A2 Partnership Units (2,248.46 units, Acquired 12/21) 72,350 72,350
Class B1 Partnership Units (8,717.76 units, Acquired 12/21) 9,006 9,006
Class B2 Partnership Units (2,248.46 units, Acquired 12/21) 2,322 2,322
364,057 364,057
Aftermath Bidco Corporation (1.3%)* (7) (8) (10)
Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 04/19, Due 04/25) 9,425,284 9,298,664 9,302,756
9,425,284 9,298,664 9,302,756
Air Canada 2020-2 Class B Pass Through Trust (0.9%)* Airlines Structured Secured Note - Class B (9.0% Cash, Acquired 09/20, Due 10/25) 6,170,321 6,170,321 6,822,282
6,170,321 6,170,321 6,822,282
Air Comm Corporation, LLC (1.5%)* (7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 07/27) 11,539,605 11,265,477 11,279,635
11,539,605 11,265,477 11,279,635
AIT Worldwide Logistics Holdings, Inc. (1.0%)* (7)
Transportation Services Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.5% Cash, Acquired 04/21, Due 04/29) (8) (10)
6,460,345 6,324,652 6,460,345
Partnership Units (348.68 units, Acquired 04/21) 348,678 688,918
6,460,345 6,673,330 7,149,263
Alpine US Bidco LLC (2.4%)* (7) (8) (10)
Agricultural Products Second Lien Senior Secured Term Loan (LIBOR + 9.0%, 9.8% Cash, Acquired 05/21, Due 05/29) 18,156,509 17,642,081 17,974,944
18,156,509 17,642,081 17,974,944
Amtech LLC (0.5%)* (7) (8)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27) (9)
4,090,909 3,957,893 3,954,545
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27) (10)
(13,268) (13,636)
4,090,909 3,944,625 3,940,909
Anagram Holdings, LLC
(2.2%)* (3)
Chemicals, Plastics, & Rubber First Lien Senior Secured Note (10.0% Cash, 5.0% PIK, Acquired 08/20, Due 08/25) 14,395,213 13,459,291 16,050,670
14,395,213 13,459,291 16,050,670
AnalytiChem Holding Gmbh (0.3%)* (3) (7) (8) (14)
Chemicals First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 11/21, Due 11/28) 2,800,958 2,580,095 2,575,751
2,800,958 2,580,095 2,575,751
Anju Software, Inc. (1.8%)* (7) (8) (9)
Application Software First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.3% Cash, Acquired 02/19, Due 02/25) 13,527,812 13,355,243 13,284,312
13,527,812 13,355,243 13,284,312
F-9
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
AP Aristotle Holdings, LLC (0.2)* (7)
Oil Field Services Subordinated Term Loan (19.8% Cash, Acquired 12/21, Due 06/25) $ 1,883,461 $ 1,890,302 $ 1,853,945
1,883,461 1,890,302 1,853,945
Apex Bidco Limited (0.3%)* (3) (7)
Business Equipment & Services First Lien Senior Secured Term Loan (GBP LIBOR + 6.25%, 6.8% Cash, Acquired 01/20, Due 01/27) (8) (12)
1,973,818 1,868,706 1,969,871
Subordinated Senior Unsecured Term Loan (8.0% PIK, Acquired 01/20, Due 07/27) 277,738 264,032 277,738
2,251,556 2,132,738 2,247,609
Aptus 1829. GmbH (0.6%)* (3) (7)
Chemicals, Plastics, & Rubber First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/27) (8) (14)
4,655,991 4,716,681 4,552,419
Preferred Stock (13 shares, Acquired 09/21) 119,828 111,378
Common Stock (48 shares, Acquired 09/21) 11,983 11,434
4,655,991 4,848,492 4,675,231
Apus Bidco Limited (0.5%)* (3) (7) (8) (17)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.5% Cash, Acquired 02/21, Due 03/28) 3,901,705 3,873,560 3,822,621
3,901,705 3,873,560 3,822,621
AQA Acquisition Holding, Inc. (2.7%)* (7) (8) (10)
High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.0% Cash, Acquired 03/21, Due 03/29) 20,000,000 19,510,261 20,000,000
20,000,000 19,510,261 20,000,000
Aquavista Watersides 2 LTD (1.0%)* (3) (7) (8) (17)
Transportation Services First Lien Senior Secured Term Loan (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/28) 6,041,660 5,696,275 5,766,009
Second Lien Senior Secured Term Loan (SONIA + 10.5% PIK, Acquired 12/21, Due 12/28) 1,510,415 1,446,466 1,465,103
Revolver (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/22) (4,252) (5,035)
7,552,075 7,138,489 7,226,077
Arch Global Precision LLC (1.2%)* (7) (8) (10)
Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.8% Cash, Acquired 04/19, Due 04/26) 9,247,611 9,243,613 9,247,611
9,247,611 9,243,613 9,247,611
Archimede (1.1%)* (3) (7) (8) (14)
Consumer Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 10/20, Due 10/27) 8,415,278 8,760,514 8,254,959
8,415,278 8,760,514 8,254,959
Argus Bidco Limited (0.5%)* (3) (7) (8)
High Tech Industries First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.8% Cash, Acquired 12/20, Due 12/27) (16)
2,682,222 2,559,483 2,682,222
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 5.8% Cash, Acquired 05/21, Due 12/27) (10)
671,922 653,387 671,922
3,354,144 3,212,870 3,354,144
Armstrong Transport Group (Pele Buyer, LLC ) (0.5%)* (7) (8) (10)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 06/19, Due 06/24) 4,019,862 3,961,175 3,939,465
4,019,862 3,961,175 3,939,465
ASPEQ Heating Group LLC (1.1%)* (7) (8) (9)
Building Products, Air & Heating First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/19, Due 11/25) 8,463,895 8,377,060 8,463,895
8,463,895 8,377,060 8,463,895
Astra Bidco Limited (0.7%)* (3) (7) (8) (16)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.75%, 5.8% Cash, Acquired 11/21, Due 11/28) 5,785,660 5,478,502 5,534,948
5,785,660 5,478,502 5,534,948
Auxi International (0.3%)* (3) (7) (8)
Commercial Finance First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 12/19, Due 12/26) (15)
1,592,080 1,520,648 1,439,240
First Lien Senior Secured Term Loan (SONIA + 6.25%, 6.3% Cash, Acquired 04/21, Due 12/26) (17)
907,482 897,284 820,363
2,499,562 2,417,932 2,259,603
Avance Clinical Bidco Pty Ltd (0.8%)* (3) (7) (8) (20)
Healthcare First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 11/21, Due 11/27) 6,456,649 6,039,823 6,158,029
6,456,649 6,039,823 6,158,029
F-10
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
AVSC Holding Corp. (1.6%)* Advertising First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, 0.25% PIK, Acquired 08/18, Due 03/25) (8) (10)
$ 4,866,634 $ 4,405,273 $ 4,457,837
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.0% PIK, Acquired 08/18, Due 10/26) (8) (10)
748,248 692,634 692,930
First Lien Senior Secured Term Loan (5.0% Cash, 10.0% PIK, Acquired 11/20, Due 10/26) 5,513,525 5,399,114 6,403,959
11,128,407 10,497,021 11,554,726
Azalea Buyer, Inc. (0.8%)* (7)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27) (10)
4,605,769 4,495,830 4,494,423
Subordinated Term Loan (12.0% PIK, Acquired 11/21, Due 05/28) 1,259,615 1,234,657 1,234,423
Common Stock (192,307.7 shares, Acquired 11/21) 192,308 192,308
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27) (10)
(9,476) (9,615)
5,865,384 5,913,319 5,911,539
Bariacum S.A. (0.8%)* (3) (7) (8) (14)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 6,482,038 6,236,161 6,244,364
6,482,038 6,236,161 6,244,364
BDP International, Inc. (f/k/a BDP Buyer, LLC) (2.0%)* (7) (8) (9)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/18, Due 12/24) 14,849,238 14,642,747 14,626,499
14,849,238 14,642,747 14,626,499
Benify (Bennevis AB)
(0.2%)* (3) (7) (8) (18)
High Tech Industries First Lien Senior Secured Term Loan (STIBOR + 5.25%, 5.3% Cash, Acquired 07/19, Due 07/26) 1,286,109 1,222,031 1,286,109
1,286,109 1,222,031 1,286,109
Beyond Risk Management, Inc.
(0.3%)* (7) (8) (10)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 10/21, Due 09/27) 2,426,667 2,335,532 2,326,667
2,426,667 2,335,532 2,326,667
Bidwax (1.0%)* (3) (7) (8) (14)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 02/21, Due 02/28) 7,960,398 8,062,475 7,741,487
7,960,398 8,062,475 7,741,487
BigHand UK Bidco Limited (0.1%)* (3) (7) (8) (13)
High Tech Industries First Lien Senior Secured Term Loan (GBP LIBOR + 5.25%, 5.4% Cash, Acquired 01/21, Due 01/28) 908,791 879,693 878,365
908,791 879,693 878,365
Black Diamond Equipment Rentals LLC (1.5%)* (7) (25)
Equipment Rental Second Lien Loan (12.5% Cash, Acquired 12/20, Due 06/22) 10,000,000 10,000,000 10,000,000
Warrant (4.17 units, Acquired 12/20) 1,010,000 863,949
10,000,000 11,010,000 10,863,949
Bounteous, Inc. (0.6%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27) 4,911,434 4,751,788 4,756,398
4,911,434 4,751,788 4,756,398
Brightline Trains Florida LLC (0.7%)* (7)
Transportation Senior Secured Note (8.0% Cash, Acquired 08/21, Due 01/28) 5,000,000 5,000,000 5,005,000
5,000,000 5,000,000 5,005,000
Brightpay Limited (0.3%)* (3) (7) (8) (14)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 10/21, Due 10/28) 1,917,970 1,883,003 1,861,862
1,917,970 1,883,003 1,861,862
BrightSign LLC (1.9%)* (7)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 10/27) (8) (10)
12,811,105 12,686,575 12,682,994
LLC units (1,107,492.71 units, Acquired 10/21) 1,107,493 1,135,180
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 10/27) (8) (10)
(12,847) (13,290)
12,811,105 13,781,221 13,804,884
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) 809,722 809,722 915,587
809,722 809,722 915,587
F-11
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
British Engineering Services Holdco Limited (2.1%)* (3) (7) (8) (17)
Commercial Services & Supplies First Lien Senior Secured Term Loan (SONIA + 6.75%, 7.0% Cash, Acquired 12/20, Due 12/27) $ 15,530,143 $ 15,080,745 $ 15,405,902
Revolver (SONIA + 6.75%, 7.0% Cash, Acquired 12/20, Due 06/22) (1,565) (4,900)
15,530,143 15,079,180 15,401,002
Brown Machine Group Holdings, LLC (0.9%)* (7) (8) (9)
Industrial Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/18, Due 10/24) 6,633,915 6,587,022 6,633,915
6,633,915 6,587,022 6,633,915
Cadent, LLC (f/k/a Cross MediaWorks) (0.9%)* (7) (8) (9)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 09/18, Due 09/23) 6,913,258 6,888,254 6,913,258
6,913,258 6,888,254 6,913,258
CAi Software, LLC (1.2%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) 9,057,014 8,876,923 8,875,874
Revolver (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) — (18,723) (18,860)
9,057,014 8,858,200 8,857,014
Canadian Orthodontic Partners Corp.(0.2%)* (3) (7) (8) (21)
Healthcare First Lien Senior Secured Term Loan (CDOR + 6.5%, 7.5% Cash, Acquired 06/21, Due 03/26) 1,640,011 1,696,743 1,625,340
1,640,011 1,696,743 1,625,340
Carlson Travel, Inc (1.2%)* Business Travel Management First Lien Senior Secured Note (8.5% Cash, Acquired 11/21, Due 11/26) 6,050,181 5,654,462 6,161,383
Common Stock (94,155 shares, Acquired 11/21) 1,655,434 3,083,576
6,050,181 7,309,896 9,244,959
Centralis Finco S.a.r.l. (0.1%)* (3) (7) (8) (14)
Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/20, Due 05/27) 806,661 738,691 806,661
806,661 738,691 806,661
Ceres Pharma NV (0.6%)* (3) (7) (8) (15)
Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 10/21, Due 10/28) 4,555,832 4,443,959 4,354,688
4,555,832 4,443,959 4,354,688
Cineworld Group PLC
(0.5%)* (3)
Leisure Products Super Senior Secured Term Loan (7.0% Cash, 8.3% PIK, Acquired 11/20, Due 05/24) 1,786,456 1,591,243 2,127,562
Super Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 07/21, Due 05/24) (8) (11)
993,503 960,951 1,054,356
Warrants (553,375 units, Acquired 12/20) 101,602 243,594
2,779,959 2,653,796 3,425,512
Classic Collision (Summit Buyer, LLC) (1.7%)* (7) (8) (10)
Auto Collision Repair Centers First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/20, Due 01/26) 12,586,816 12,383,725 12,448,217
12,586,816 12,383,725 12,448,217
CM Acquisitions Holdings Inc. (2.6%)* (7) (8) (10)
Internet & Direct Marketing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/19, Due 05/25) 19,105,620 18,896,879 19,105,620
19,105,620 18,896,879 19,105,620
CMT Opco Holding, LLC (Concept Machine) (0.6%)* (7)
Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/20, Due 01/25) (8) (10)
4,144,368 4,090,219 3,999,315
LLC Units (8,782 units, Acquired 01/20) 351,709 227,366
4,144,368 4,441,928 4,226,681
Coastal Marina Holdings, LLC (2.4%)* (7)
Other Financial Subordinated Term Loan (10.0% PIK, Acquired 11/21, Due 11/31) 17,607,836 15,965,060 15,965,704
LLC Units (547,591 units, Acquired 11/21) 1,642,774 1,642,773
17,607,836 17,607,834 17,608,477
Cobham Slip Rings SAS (0.6%)* (3) (7) (8) (10)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.4% Cash, Acquired 11/21, Due 11/28) 4,303,474 4,199,148 4,195,887
4,303,474 4,199,148 4,195,887
F-12
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Command Alkon (Project Potter Buyer, LLC) (1.9%)* (7)
Software First Lien Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 04/20, Due 04/27) (8) (9)
$ 13,778,715 $ 13,290,020 $ 13,658,353
Class A Units (90.384 units, Acquired 04/20) 90,384 100,961
Class B Units (33,324.69 units, Acquired 04/20) — 185,852
13,778,715 13,380,404 13,945,166
Contabo Finco S.À R.L (0.8%)* (3) (7) (8) (16)
Internet Software & Services First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 11/21, Due 10/26) 5,949,094 5,818,536 5,830,113
5,949,094 5,818,536 5,830,113
Coyo Uprising GmbH (0.6%)* (3) (7)
Technology
First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/28) (8) (14)
4,061,503 4,050,409 3,937,732
Class A Units (440.0 units, Acquired 09/21) 205,333 586,704
Class B Units (191.0 units, Acquired 09/21) 445,883 252,276
4,061,503 4,701,625 4,776,712
Crash Champions (1.9%)* (7) (8) (10)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 08/25) 14,567,197 14,040,003 13,967,572
14,567,197 14,040,003 13,967,572
CSL DualCom (0.2%)* (3) (7) (8) (13)
Tele-communications First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 09/20, Due 09/27) 1,341,450 1,203,183 1,300,964
1,341,450 1,203,183 1,300,964
Custom Alloy Corporation (4.0%)* (7) (24) (25)
Manufacturer of Pipe Fittings & Forgings Second Lien Loan (15.0% PIK, Acquired 12/20, Due 04/22) 45,000,185 37,043,142 27,450,113
Revolver (15.0% PIK, Acquired 12/20, Due 04/22) 4,255,152 3,737,652 2,595,643
49,255,337 40,780,794 30,045,756
CVL 3 (1.3%)* (3) (7) (8)
Capital Equipment First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) (14)
5,913,439 5,724,352 5,765,603
First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) (22)
3,382,200 3,297,974 3,297,645
6-Month Bridge Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/22) (14)
796,040 771,808 788,079
10,091,679 9,794,134 9,851,327
CW Group Holdings, LLC (0.4%)* (7)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/21, Due 01/27) (8) (10)
2,817,419 2,762,181 2,773,516
LLC Units (161,290.32 units, Acquired 01/21) 161,290 112,097
2,817,419 2,923,471 2,885,613
Dart Buyer, Inc. (1.6%)* (3) (7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 04/19, Due 04/25) 12,217,300 12,047,482 11,733,921
12,217,300 12,047,482 11,733,921
DecksDirect, LLC (0.1%)* (7)
Building Materials First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26) (8) (9)
727,273 712,749 712,727
Revolver (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26) (8) (10)
(4,357) (4,364)
LLC Units (1,280.8 units, Acquired 12/21) 54,545 54,549
727,273 762,937 762,912
Discovery Education, Inc. (1.6%)* (7) (8) (10)
Publishing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 10/26) 11,815,226 11,625,619 11,815,226
11,815,226 11,625,619 11,815,226
Distinct Holdings, Inc. (0.9%)* (7) (8) (9)
Systems Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 04/19, Due 12/23) 6,880,088 6,840,597 6,714,966
6,880,088 6,840,597 6,714,966
Dragon Bidco (0.4%)* (3) (7) (8) (15)
Technology First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 04/21, Due 04/28) 2,729,279 2,811,548 2,676,462
2,729,279 2,811,548 2,676,462
DreamStart Bidco SAS (d/b/a SmartTrade) (0.3%)* (3) (7) (8) (15)
Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 03/20, Due 03/27) 2,418,426 2,294,573 2,385,347
2,418,426 2,294,573 2,385,347
F-13
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Dune Group (0.2%)* (3) (7) (8)
Health Care Equipment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.0% Cash, Acquired 09/21, Due 09/28) (10)
$ 1,230,280 $ 1,204,767 $ 1,202,086
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 09/21, Due 09/28) (14)
131,453 104,801 113,210
1,361,733 1,309,568 1,315,296
Dwyer Instruments, Inc. (0.6%)* (7) (8) (10)
Electric
First Lien Senior Secured Term Loan (LIBOR + 5.50%, 6.3% Cash, Acquired 07/21, Due 07/27) 4,562,902 4,451,732 4,515,611
4,562,902 4,451,732 4,515,611
Echo Global Logistics, Inc. (2.0%)* (7)
Air Transportation Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.0% Cash, Acquired 11/21, Due 11/29) (8) (10)
14,469,027 14,210,471 14,215,819
Partnership Equity (530.92 units, Acquired 11/21) 530,973 530,970
14,469,027 14,741,444 14,746,789
Ellkay, LLC (0.7%)* (7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 09/21, Due 09/27) 4,987,500 4,891,525 4,897,630
4,987,500 4,891,525 4,897,630
EMI Porta Holdco LLC (1.2%)* (7) (8) (10)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 9,576,271 9,140,733 9,135,593
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) (58,526) (59,322)
9,576,271 9,082,207 9,076,271
Entact Environmental Services, Inc. (0.8%)* (7) (8) (10)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/21, Due 12/25) 5,704,863 5,656,971 5,630,699
5,704,863 5,656,971 5,630,699
EPS NASS Parent, Inc. (0.8%)* (7) (8) (10)
Electrical Components & Equipment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 04/21, Due 04/28) 5,812,941 5,695,455 5,714,871
5,812,941 5,695,455 5,714,871
Eshipping, LLC (0.8%)* (7) (8)
Transportation Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27) (9)
5,965,459 5,799,040 5,795,187
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 12/27) (10)
254,813 225,848 225,085
6,220,272 6,024,888 6,020,272
F24 (Stairway BidCo Gmbh) (0.2%)* (3) (7) (8) (14)
Software Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 08/20, Due 08/27) 1,620,521 1,648,879 1,620,521
1,620,521 1,648,879 1,620,521
Ferrellgas L.P. (0.4%)* (3) (7)
Oil & Gas Equipment & Services OpCo Preferred Units (2,886 units, Acquired 03/21) 2,799,420 3,145,740
2,799,420 3,145,740
Fineline Technologies, Inc. (0.2%)* (7) (8) (10)
Consumer Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/21, Due 02/28) 1,305,719 1,282,956 1,305,719
1,305,719 1,282,956 1,305,719
FitzMark Buyer, LLC (0.6%)* (7) (8) (10)
Cargo & Transportation First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/20, Due 12/26) 4,269,265 4,196,714 4,183,880
4,269,265 4,196,714 4,183,880
Flexential Issuer, LLC (2.1%)* Information Technology Structured Secured Note - Class C (6.9% Cash, Acquired 11/21, Due 11/51) 16,000,000 14,817,114 15,608,750
16,000,000 14,817,114 15,608,750
FragilePak LLC (0.7%)* (7)
Transportation Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 05/27) (8) (9)
4,696,562 4,519,341 4,540,910
Partnership Units (937.5 units, Acquired 05/21) 937,500 925,895
4,696,562 5,456,841 5,466,805
Front Line Power Construction LLC (0.5%)* Construction Machinery First Lien Senior Secured Term Loan (LIBOR + 12.5%, 13.5% Cash, Acquired 11/21, Due 11/28) (7) (8) (10)
4,000,000 3,872,045 3,880,000
Common Stock (50,848 shares, Acquired 11/21) 130,171 111,357
4,000,000 4,002,216 3,991,357
F-14
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
FSS Buyer LLC (0.9%)* (7)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 08/21, Due 08/28) (8) (10)
$ 6,912,504 $ 6,772,675 $ 6,789,614
LP Interest (1,160.9 units, Acquired 08/21) 11,609 29,998
LP Units (5,104.32 units, Acquired 08/21) 51,043 131,891
6,912,504 6,835,327 6,951,503
GTM Intermediate Holdings, Inc. (2.0%)* (7) (25)
Medical Equipment Manufacturer Second Lien Loan (11.0% Cash, 1.0% PIK, Acquired 12/20, Due 12/24) 11,500,057 11,448,900 11,500,057
Series A Preferred Units (1,434,472.41 units) 2,166,331 2,290,223
Series C Preferred Units (715,649.59 units) 1,080,770 1,184,037
11,500,057 14,696,001 14,974,317
Gulf Finance, LLC (0.1%)* (8) (9)
Oil & Gas Exploration & Production First Lien Senior Secured Term Loan (LIBOR + 6.75%, 7.8% Cash, Acquired 11/21, Due 08/26) 831,512 798,761 774,345
831,512 798,761 774,345
Hawaiian Airlines 2020-1 Class B Pass Through Certificates (1.0%)* Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 6,092,593 6,092,593 7,213,140
6,092,593 6,092,593 7,213,140
Heartland Veterinary Partners, LLC (1.2%)* (7)
Healthcare Subordinated Term Loan (11.0% PIK, Acquired 11/21, Due 11/28) 9,342,857 9,096,286 9,092,857
9,342,857 9,096,286 9,092,857
Heartland, LLC (1.9%)* (7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 08/19, Due 08/25) 14,075,213 13,976,486 13,793,708
14,075,213 13,976,486 13,793,708
Heavy Construction Systems Specialists, LLC (1.0%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 11/21, Due 11/27) 7,368,228 7,198,830 7,220,864
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 11/21, Due 11/27) (54,310) (52,635)
7,368,228 7,144,520 7,168,229
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) (1.2%)* (3) (7) (8) (15)
Insurance First Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 09/19, Due 09/26) 8,789,013 9,380,255 8,611,809
8,789,013 9,380,255 8,611,809
Highpoint Global LLC (0.7%)* (7) (25)
Government Services Second Lien Note (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 09/22) 5,416,251 5,395,020 5,416,251
5,416,251 5,395,020 5,416,251
Home Care Assistance, LLC (0.5%)* (7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 03/21, Due 03/27) 3,829,723 3,761,710 3,753,128
3,829,723 3,761,710 3,753,128
HTI Technology & Industries (3.0%)* (7) (25)
Electronic Component Manufacturing Second Lien Note (12.0% Cash, 4.8% PIK, Acquired 12/20, Due 09/24) 22,746,455 22,095,749 22,215,294
22,746,455 22,095,749 22,215,294
HW Holdco, LLC (Hanley Wood LLC) (1.8%)* (7) (8) (9)
Advertising First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/18, Due 12/24) 13,436,978 13,189,273 13,136,978
13,436,978 13,189,273 13,136,978
IGL Holdings III Corp. (0.6%)* (7) (8) (10)
Commercial Printing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/26) 4,323,538 4,230,531 4,268,131
4,323,538 4,230,531 4,268,131
IM Analytics Holding, LLC (d/b/a NVT) (0.9%)* (7) (8)
Electronic Instruments & Components First Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 11/19, Due 11/23) (10)
8,126,270 8,084,935 6,602,594
Warrant (68,950 units, Acquired 11/19) — —
8,126,270 8,084,935 6,602,594
IM Square (0.9%)* (3) (7) (8) (15)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 04/28) 7,050,638 7,231,653 6,937,828
7,050,638 7,231,653 6,937,828
F-15
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Infoniqa Holdings GmbH (1.2%)* (3) (7) (8) (14)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 11/21, Due 11/28) $ 9,243,120 $ 8,946,900 $ 8,988,934
9,243,120 8,946,900 8,988,934
Innovad Group II BV (0.8%)* (3) (7) (8) (14)
Beverage, Food & Tobacco First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 04/21, Due 04/28) 6,255,611 6,320,818 5,875,843
6,255,611 6,320,818 5,875,843
INOS 19-090 GmbH (0.7%)* (3) (7) (8) (14)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 6.13%, 6.1% Cash, Acquired 12/20, Due 12/27) 5,271,103 5,495,469 5,263,297
5,271,103 5,495,469 5,263,297
ISS#2, LLC (d/b/a Industrial Services Solutions) (0.9%)* (7) (8) (10)
Commercial Services & Supplies First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/20, Due 02/26) 6,736,785 6,639,355 6,406,683
6,736,785 6,639,355 6,406,683
ITI Intermodal, Inc. (0.1%)* (7) (8)
Transportation Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27) (9)
721,407 704,989 704,918
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27) (10)
(2,468) (2,480)
721,407 702,521 702,438
Jade Bidco Limited (Jane's)
(0.3%)* (3) (7) (8) (11)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.5% Cash, 2.0% PIK, Acquired 11/19, Due 12/26) 2,315,363 2,257,104 2,315,363
2,315,363 2,257,104 2,315,363
Jaguar Merger Sub Inc. (0.3%)* (7) (8) (10)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 09/24) 2,542,556 2,486,904 2,486,264
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 09/24) (6,055) (6,127)
2,542,556 2,480,849 2,480,137
Jedson Engineering, Inc. (0.4%)* (7) (25)
Engineering & Construction Management First Lien Loan (12.0% Cash, Acquired 12/20, Due 06/24) 2,650,000 2,650,000 2,650,000
2,650,000 2,650,000 2,650,000
JetBlue 2019-1 Class B Pass Through Trust (0.6%)* Airlines Structured Secured Note - Class B (8.0% Cash, Acquired 08/20, Due 11/27) 4,165,079 4,165,079 4,805,415
4,165,079 4,165,079 4,805,415
JF Acquisition, LLC (0.5%)* (7) (8) (10)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 07/24) 3,865,876 3,763,334 3,711,241
3,865,876 3,763,334 3,711,241
Kano Laboratories LLC (1.2%)* (7)
Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 11/20, Due 11/26) (8) (11)
9,001,571 8,773,232 8,727,599
Partnership Equity (203.2 units, Acquired 11/20) 203,198 205,053
9,001,571 8,976,430 8,932,652
Kene Acquisition, Inc. (En Engineering) (1.0%)* (7) (8) (9)
Oil & Gas Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 08/19, Due 08/26) 7,224,659 7,124,765 7,080,166
7,224,659 7,124,765 7,080,166
Kid Distro Holdings, LLC (1.3%)* (7)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/21, Due 10/27) (8) (10)
9,361,702 9,167,507 9,174,468
Partnership Equity (637,677.11 units, Acquired 10/21) 638,298 637,677
9,361,702 9,805,805 9,812,145
Kona Buyer, LLC (1.2%)* (7) (8) (10)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/20, Due 12/27) 8,993,949 8,785,068 8,993,949
8,993,949 8,785,068 8,993,949
LAF International (0.2%)* (3) (7) (8) (15)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 1,478,360 1,543,254 1,446,412
1,478,360 1,543,254 1,446,412
F-16
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Lambir Bidco Limited (0.9%)* (3) (7)
Healthcare First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/28) (8) (14)
$ 5,016,807 $ 4,770,361 $ 4,809,863
Second Lien Senior Secured Term Loan (12.0% PIK, Acquired 12/21, Due 06/29) 1,417,248 1,363,346 1,374,730
Revolver (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/24) (8) (14)
313,550 292,375 294,737
6,747,605 6,426,082 6,479,330
Learfield Communications, LLC (1.1%)* Broadcasting First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, Acquired 08/20, Due 12/23) (8) (9)
135,377 95,441 127,861
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.0% Cash, 10.2% PIK, Acquired 08/20, Due 12/23) (10)
7,953,923 7,909,077 7,958,934
8,089,300 8,004,518 8,086,795
Legal Solutions Holdings (0.8%)* (7) (24) (25)
Business Services Senior Subordinated Loan (16.0% PIK, Acquired 12/20, Due 03/22) 11,835,622 10,129,207 5,917,811
11,835,622 10,129,207 5,917,811
LivTech Purchaser, Inc. (0.1%)* (7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/21, Due 12/25) 918,023 907,776 910,023
918,023 907,776 910,023
Marmoutier Holding B.V. (0.3%)* (3) (7) (8) (14)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 12/21, Due 12/28) 1,944,392 1,872,008 1,879,782
Revolver (EURIBOR + 5.0%, 5.0% Cash, Acquired 12/21, Due 06/27) (4,417) (4,456)
1,944,392 1,867,591 1,875,326
MC Group Ventures Corporation (0.6%)* (7)
Business Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 07/21, Due 06/27) (8) (10)
3,687,290 3,598,064 3,655,758
Partnership Units (746.66 units, Acquired 06/21) 746,662 761,119
3,687,290 4,344,726 4,416,877
Media Recovery, Inc. (SpotSee) (1.0%)* (7) (8)
Containers, Packaging & Glass First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 11/25) (10)
2,933,019 2,892,443 2,933,019
First Lien Senior Secured Term Loan (GBP LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 11/25) (12)
4,442,371 4,302,804 4,442,371
7,375,390 7,195,247 7,375,390
Medical Solutions Parent Holdings, Inc. (0.6%)* (8) (10)
Healthcare Second Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.5% Cash, Acquired 11/21, Due 11/29) 4,421,053 4,377,383 4,362,120
4,421,053 4,377,383 4,362,120
MNS Buyer, Inc. (0.1%)* (7)
Construction & Building First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 08/21, Due 08/27) (8) (9)
920,769 903,330 904,707
Partnership Units (76.92 Units, Acquired 08/21) — 76,923 78,462
920,769 980,253 983,169
Modern Star Holdings Bidco Pty Limited. (1.1%)* (3) (7) (8) (19)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/26) 8,368,295 8,280,623 8,299,196
8,368,295 8,280,623 8,299,196
MSG National Properties (0.3%)* (3) (7) (8) (10)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.0% Cash, Acquired 11/20, Due 11/25) 2,437,141 2,378,186 2,485,884
2,437,141 2,378,186 2,485,884
Murphy Midco Limited (0.7%)* (3) (7) (8) (13)
Media, Diversified & Production First Lien Senior Secured Term Loan (GBP LIBOR + 4.75%, 4.8% Cash, Acquired 11/20, Due 11/27) 5,252,188 4,951,281 5,104,200
5,252,188 4,951,281 5,104,200
Music Reports, Inc. (1.0%)* (7) (8) (10)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 08/20, Due 08/26) 7,462,000 7,287,999 7,312,760
7,462,000 7,287,999 7,312,760
F-17
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Narda Acquisitionco., Inc. (0.8%)* (7)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) (8) (10)
$ 5,679,612 $ 5,581,205 $ 5,580,218
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) (8) (10)
(22,669) (22,937)
Class A Preferred Stock (4,587.38 shares, Acquired 12/21) 458,738 458,738
Class B Common Stock (509.71 shares, Acquired 12/21) 50,971 50,971
5,679,612 6,068,245 6,066,990
Navia Benefit Solutions, Inc. (0.4%)* (7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 02/21, Due 02/27) 2,727,200 2,668,002 2,703,272
2,727,200 2,668,002 2,703,272
Nexus Underwriting Management Limited (0.2%)* (3) (7) (8) (17)
Other Financial First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 12/21, Due 10/28) 1,691,418 1,619,658 1,630,029
First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 12/21, Due 04/22) 103,483 102,210 100,896
1,794,901 1,721,868 1,730,925
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (0.6%)* (7) (8) (9)
Energy Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/18, Due 10/25) 4,752,671 4,734,086 4,676,629
4,752,671 4,734,086 4,676,629
Northstar Recycling, LLC (0.3%)* (7) (8) (10)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/21, Due 09/27) 2,500,000 2,451,774 2,450,000
2,500,000 2,451,774 2,450,000
OA Buyer, Inc. (1.1%)* (7)
Healthcare First Lien Senior Secured Term Loan (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28) (8) (10)
8,500,512 8,331,137 8,330,502
Revolver (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28) (8) (10)
(26,502) (26,625)
Partnership Units (210,920.11 units, Acquired 12/21) 210,920 210,920
8,500,512 8,515,555 8,514,797
Odeon Cinemas Group Limited (0.5%)* (3) (7)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (10.8% Cash, Acquired 02/21, Due 08/23) 3,953,779 4,054,629 4,032,855
3,953,779 4,054,629 4,032,855
OG III B.V. (0.4%)* (3) (7) (8) (14)
Containers & Glass Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28) 2,916,043 2,996,732 2,842,746
2,916,043 2,996,732 2,842,746
Omni Intermediate Holdings, LLC (1.5%)* (7) (8) (9)
Transportation First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 11,831,351 11,460,888 11,491,251
11,831,351 11,460,888 11,491,251
Options Technology Ltd.
(0.3%)* (3) (7) (8) (10)
Computer Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/19, Due 12/25) 2,313,396 2,281,827 2,267,128
2,313,396 2,281,827 2,267,128
Oracle Vision Bidco Limited (0.4%)* (3) (7) (8) (17)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 06/21, Due 05/28) 3,100,064 3,140,808 3,027,730
3,100,064 3,140,808 3,027,730
Origin Bidco Limited (0.1%)* (3) (7) (8)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 06/21, Due 06/28) (10)
597,094 581,734 583,730
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28) (14)
377,231 393,795 368,788
974,325 975,529 952,518
OSP Hamilton Purchaser, LLC (0.3%)* (7) (8)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/21, Due 12/27) (9)
2,280,849 2,235,301 2,235,232
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 12/21, Due 12/27) (10)
(3,725) (3,731)
2,280,849 2,231,576 2,231,501
Pacific Health Supplies Bidco Pty Limited (1.1%)* (3) (7) (8) (20)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.5% Cash, Acquired 12/20, Due 12/25) 8,778,969 8,730,244 8,529,382
8,778,969 8,730,244 8,529,382
F-18
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Pare SAS (SAS Maurice MARLE) (0.6%)* (3) (7) (14)
Health Care Equipment First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 12/19, Due 12/26) $ 4,637,501 $ 4,477,701 $ 4,637,501
4,637,501 4,477,701 4,637,501
Patriot New Midco 1 Limited (Forensic Risk Alliance) (0.9%)* (3) (7) (8)
Diversified Financial Services First Lien Senior Secured Term Loan (LIBOR + 6.75%, 7.8% Cash, Acquired 02/20, Due 02/27) (10)
3,764,151 3,685,238 3,591,000
First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 02/20, Due 02/27) (14)
3,215,992 3,016,760 3,068,057
6,980,143 6,701,998 6,659,057
PDQ.Com Corporation (1.2%)* (7)
Business Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27) (8) (10)
9,061,874 8,710,392 8,706,642
Class A-2 Partnership Units (26.32 units, Acquired 08/21) 28,795 29,003
9,061,874 8,739,187 8,735,645
Permaconn Bidco Ltd (2.0%)* (3) (7) (8) (19)
Tele-communications First Lien Senior Secured Term Loan (BBSY + 6.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 15,011,565 14,385,637 14,598,747
15,011,565 14,385,637 14,598,747
Polara Enterprises, LLC (0.6%)* (7)
Capital Equipment First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27) (8) (10)
4,242,634 4,158,730 4,157,781
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27) (8) (10)
(10,763) (10,905)
Partnership Units (3,820.44 units, Acquired 12/21) 382,044 382,044
4,242,634 4,530,011 4,528,920
Policy Services Company, LLC (5.9%)* (7)
Property & Casualty Insurance First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, 4.0% PIK, Acquired 12/21, Due 06/26) (8) (10)
45,830,921 44,017,961 44,007,782
Warrants - Class A (28,260 units, Acquired 12/21) — —
Warrants - Class B (9,537 units, Acquired 12/21) — —
Warrants - Class CC (980 units, Acquired 12/21) — —
Warrants - Class D (2,520 units, Acquired 12/21) — —
45,830,921 44,017,961 44,007,782
Premium Franchise Brands, LLC (2.0%)* (7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/26) 14,852,588 14,597,414 14,555,536
14,852,588 14,597,414 14,555,536
Premium Invest (0.5%)* (3) (7) (8) (14)
Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 06/21, Due 06/28) 4,093,919 4,113,303 4,009,539
4,093,919 4,113,303 4,009,539
Preqin MC Limited (0.4%)* (3) (7) (8) (23)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 08/21, Due 07/28) 2,789,005 2,695,392 2,763,904
2,789,005 2,695,392 2,763,904
Process Equipment, Inc. (ProcessBarron) (0.8%)* (7) (8) (10)
Industrial Air & Material Handling Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 03/19, Due 03/25) 6,173,594 6,115,253 5,945,171
6,173,594 6,115,253 5,945,171
Professional Datasolutions, Inc. (PDI) (0.2%)* (7) (8) (10)
Application Software First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 03/19, Due 10/24) 1,836,485 1,833,488 1,808,938
1,836,485 1,833,488 1,808,938
Protego Bidco B.V. (0.5%)* (3) (7) (8) (14)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 03/21, Due 03/27) 2,227,493 2,268,899 2,194,658
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 1,547,820 1,560,666 1,494,928
3,775,313 3,829,565 3,689,586
QPE7 SPV1 BidCo Pty Ltd (0.2%)* (3) (7) (8) (20)
Consumer Cyclical First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 09/21, Due 09/26) 1,631,514 1,563,925 1,604,782
1,631,514 1,563,925 1,604,782
Questel Unite (0.9%)* (3) (7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/27) 6,892,270 6,802,056 6,850,916
6,892,270 6,802,056 6,850,916
F-19
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Recovery Point Systems, Inc.
(1.6%)* (7)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 08/20, Due 08/26) (8) (10)
$ 11,648,329 $ 11,460,318 $ 11,648,329
Partnership Equity (187,235 units, Acquired 03/21) 187,235 149,788
11,648,329 11,647,553 11,798,117
Renovation Parent Holdings, LLC
(0.7%)* (7)
Home Furnishings First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 11/21, Due 11/27) (8) (11)
4,854,369 4,735,241 4,733,010
Partnership Equity (197,368.42 units, Acquired 11/21) 197,368 203,289
4,854,369 4,932,609 4,936,299
REP SEKO MERGER SUB LLC
(1.0%)* (7) (8) (10)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 7,614,000 7,416,155 7,477,972
7,614,000 7,416,155 7,477,972
Resonetics, LLC (0.5%)* (7) (8) (10)
Health Care Equipment Second Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.8% Cash, Acquired 04/21, Due 04/29) 4,010,677 3,933,633 3,930,463
4,010,677 3,933,633 3,930,463
Reward Gateway (UK) Ltd (0.4%)* (3) (7) (8) (17)
Precious Metals & Minerals First Lien Senior Secured Term Loan (SONIA + 6.75%, 6.8% Cash, Acquired 08/21, Due 06/28) 2,869,039 2,806,803 2,775,848
2,869,039 2,806,803 2,775,848
Riedel Beheer B.V. (0.3%)* (3) (7) (8) (14)
Food & Beverage First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) 1,898,944 1,834,819 1,842,512
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/28) (4,558) (4,594)
Super Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) 229,711 222,459 223,394
2,128,655 2,052,720 2,061,312
RPX Corporation (1.0%)* (7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/20, Due 10/25) 7,611,875 7,425,686 7,455,360
7,611,875 7,425,686 7,455,360
Ruffalo Noel Levitz, LLC
(1.3%)* (7) (8) (10)
Media Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/19, Due 05/24) 9,543,326 9,524,259 9,543,326
9,543,326 9,524,259 9,543,326
Safety Products Holdings, LLC (1.6%)* (7)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 12/26) (8) (9)
12,025,850 11,797,759 11,755,269
Preferred Stock (372.1 shares, Acquired 12/20) 372,088 509,836
12,025,850 12,169,847 12,265,105
Scaled Agile, Inc. (0.2%)* (7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) 1,747,991 1,705,099 1,704,707
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) (6,668) (6,716)
1,747,991 1,698,431 1,697,991
Serta Simmons Bedding LLC
(1.4%)* (8) (9)
Home Furnishings Super Priority First Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 7,350,068 7,228,566 7,409,162
Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 3,607,287 3,374,478 3,364,805
10,957,355 10,603,044 10,773,967
SISU ACQUISITIONCO., INC. (0.9%)* (7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/20, Due 12/26) 7,009,139 6,869,135 6,770,828
7,009,139 6,869,135 6,770,828
Smartling, Inc. (2.2%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27) 16,470,588 16,102,057 16,094,118
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27) (22,958) (23,529)
16,470,588 16,079,099 16,070,589
Smile Brands Group Inc.
(0.6%)* (7) (8) (10)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 10/18, Due 10/25) 4,593,488 4,570,887 4,553,465
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 12/20, Due 10/25) (11,854) (5,704)
4,593,488 4,559,033 4,547,761
F-20
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
SN BUYER, LLC (2.5%)* (7) (8) (9)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/20, Due 12/26) $ 18,394,134 $ 18,079,537 $ 18,394,134
18,394,134 18,079,537 18,394,134
Springbrook Software (SBRK Intermediate, Inc.) (1.4%)* (7) (8) (10)
Enterprise Software & Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/19, Due 12/26) 10,345,662 10,179,244 10,345,662
10,345,662 10,179,244 10,345,662
SPT Acquico Limited (0.1%)* (3) (7) (8) (10)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 01/21, Due 12/27) 658,312 643,744 658,312
658,312 643,744 658,312
SSCP Pegasus Midco Limited (0.4%)* (3) (7) (8) (12)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 6.8% Cash, Acquired 12/20, Due 11/27) 2,754,170 2,487,755 2,722,148
2,754,170 2,487,755 2,722,148
Starnmeer B.V. (1.0%)* (3) (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.4%, 6.9% Cash, Acquired 10/21, Due 04/27) 7,500,000 7,390,652 7,387,500
7,500,000 7,390,652 7,387,500
Superjet Buyer, LLC (3.0%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 23,174,707 22,711,214 22,711,213
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) (36,506) (36,506)
23,174,707 22,674,708 22,674,707
Syniverse Holdings, Inc. (2.3%)* (8) (10)
Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/18, Due 03/23) 17,314,396 16,493,137 17,191,810
17,314,396 16,493,137 17,191,810
Syntax Systems Ltd (0.3%)* (3) (7) (8) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/28) 2,055,730 2,018,017 2,015,842
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/26) 442,229 432,475 432,117
2,497,959 2,450,492 2,447,959
TA SL Cayman Aggregator Corp.
(0.3%)* (7)
Technology Subordinated Term Loan (8.8% PIK, Acquired 07/21, Due 07/28) 1,994,681 1,957,088 1,960,329
Common Stock (1,227.79 shares, Acquired 07/21) 49,876 64,911
1,994,681 2,006,964 2,025,240
Techone B.V. (1.1%)* (3) (7) (8) (14)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 8,725,849 8,427,621 8,441,314
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 05/28) 108,060 96,551 97,254
8,833,909 8,524,172 8,538,568
Tencarva Machinery Company, LLC (0.7%)* (7) (8) (10)
Capital Equipment First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 5,485,512 5,374,529 5,374,012
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) (19,644) (19,750)
5,485,512 5,354,885 5,354,262
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) (0.5%)* (7)
Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27) (8) (10)
847,007 776,281 775,960
Revolver (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27) (8) (10)
(14,394) (14,466)
Subordinated Term Loan (7.8% PIK, Acquired 10/21, Due 10/28) 3,333,333 3,267,904 3,266,667
4,180,340 4,029,791 4,028,161
The Hilb Group, LLC
(2.7%)* (7) (8) (10)
Insurance Brokerage First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 20,279,107 19,879,692 19,873,525
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/19, Due 12/26) 54,535 (1,347) (2,020)
20,333,642 19,878,345 19,871,505
Total Safety U.S. Inc. (0.9%)* (8) (11)
Diversified Support Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 08/25) 6,583,183 6,393,013 6,482,394
6,583,183 6,393,013 6,482,394
F-21
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Transit Technologies LLC
(0.8%)* (7) (8) (10)
Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/20, Due 02/25) $ 6,035,305 $ 5,945,913 $ 5,845,889
6,035,305 5,945,913 5,845,889
Transportation Insight, LLC (1.5%)* (7) (8) (9)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.6% Cash, Acquired 08/18, Due 12/24) 11,329,748 11,260,323 11,159,802
11,329,748 11,260,323 11,159,802
Trident Maritime Systems, Inc. (2.0%)* (7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/21, Due 02/27) 14,887,500 14,665,396 14,887,500
14,887,500 14,665,396 14,887,500
Truck-Lite Co., LLC (2.0%)* (7) (8) (10)
Automotive Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/19, Due 12/26) 15,001,601 14,622,710 14,610,774
15,001,601 14,622,710 14,610,774
Trystar, LLC (1.6%)* (7)
Power Distribution Solutions First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 09/18, Due 09/23) (8) (10)
11,987,848 11,777,295 11,778,060
Class A LLC Units (440.97 units, Acquired 09/18) 480,874 412,027
11,987,848 12,258,169 12,190,087
Turbo Buyer, Inc. (1.1%)* (7) (8) (10)
Finance Companies First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/21, Due 12/25) 8,430,000 8,226,186 8,220,000
8,430,000 8,226,186 8,220,000
Turf Products, LLC (1.2%)* (7) (25)
Landscaping & Irrigation Equipment Distributor Senior Subordinated Debt (10.0% Cash, Acquired 12/20, Due 10/23) 8,697,056 8,383,962 8,627,480
8,697,056 8,383,962 8,627,480
Turnberry Solutions, Inc. (0.6%)* (7) (8) (10)
Consumer Cyclical First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 07/21, Due 09/26) 4,500,000 4,406,122 4,422,501
4,500,000 4,406,122 4,422,501
U.S. Gas & Electric, Inc. (0.2%)* (7) (25)
Energy Services Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) 2,285,250 1,785,250 1,785,250
Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) (26)
2,485,469 — —
4,770,719 1,785,250 1,785,250
U.S. Silica Company (0.2%)* (3) (8) (9)
Metal & Glass Containers First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.0% Cash, Acquired 08/18, Due 05/25) 1,472,106 1,474,267 1,436,687
1,472,106 1,474,267 1,436,687
UKFast Leaders Limited (1.6%)* (3) (7) (8) (16)
Technology First Lien Senior Secured Term Loan (SONIA + 7.0%, 7.1% Cash, Acquired 09/20, Due 9/27) 12,311,660 11,399,095 12,090,050
12,311,660 11,399,095 12,090,050
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.) (2.2%)* (7) (8) (10)
Legal Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/18, Due 11/24) 16,221,755 16,065,447 16,221,755
16,221,755 16,065,447 16,221,755
Utac Ceram (0.7%)* (3) (7) (8)
Business Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 09/20, Due 09/27) (14)
1,705,800 1,706,086 1,673,224
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 5.5% Cash, Acquired 02/21, Due 09/27) (10)
3,517,700 3,455,739 3,450,522
5,223,500 5,161,825 5,123,746
Validity, Inc. (0.6%)* (7) (8) (9)
IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.8% Cash, Acquired 07/19, Due 05/25) 4,783,146 4,686,773 4,764,014
4,783,146 4,686,773 4,764,014
VistaJet Pass Through Trust 2021-1B (0.7%)* Airlines Structured Secured Note - Class B (6.3% Cash, Acquired 11/21, Due 02/29) 5,000,000 5,000,000 4,905,485
5,000,000 5,000,000 4,905,485
Vital Buyer, LLC (1.1%)* (7)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 06/28) (8) (10)
7,802,143 7,656,443 7,676,443
Partnership Units (16,442.9 units, Acquired 06/21) 164,429 170,924
7,802,143 7,820,872 7,847,367
F-22
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
W2O Holdings, Inc. (0.3%)* (7) (8) (10)
Healthcare Technology First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 06/25) $ 2,152,276 $ 2,090,468 $ 2,152,276
2,152,276 2,090,468 2,152,276
Woodland Foods, LLC (1.8%)* (7)
Food & Beverage First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) (8) (10)
11,512,234 11,284,684 11,281,989
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) (8) (10)
172,203 127,886 127,362
Common Stock (1,663,307.18 shares, Acquired 12/21) 1,663,307 1,663,307
11,684,437 13,075,877 13,072,658
World 50, Inc. (1.6%)* (7) (8) (9)
Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 01/20, Due 01/26) 3,279,976 3,202,135 3,279,976
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 09/20, Due 01/26) 9,008,913 8,849,217 8,873,780
12,288,889 12,051,352 12,153,756
Subtotal Non–Control / Non–Affiliate Investments (200.9%) 1,518,707,323 1,494,030,725 1,490,112,663
Affiliate Investments: (4)
Eclipse Business Capital, LLC (13.4%)* (7)
Banking, Finance, Insurance, & Real Estate
Second Lien Senior Secured Term Loan (7.5% Cash, Acquired 07/21, Due 07/28) 4,545,455 4,502,418 4,738,230
Revolver (LIBOR + 7.25%, Acquired 07/21, Due 07/28) (10)
1,818,182 1,690,996 1,818,182
LLC Units (89,447,396 units, Acquired 07/21) 89,849,519 92,667,503
6,363,637 96,042,933 99,223,915
Jocassee Partners LLC (5.1%)* (3)
Investment Funds & Vehicles 9.1% Member Interest, Acquired 06/19 30,158,270 37,601,490
30,158,270 37,601,490
JSC Tekers Holdings (0.8%)* (3) (7) (25)
Real Estate Management Preferred Stock (9,159,085 shares, Acquired 12/20) 4,753,000 6,197,037
Common Stock (3,201 shares, Acquired 12/20) — —
4,753,000 6,197,037
Security Holdings B.V. (6.3%)* (3) (7) (25)
Electrical Engineering Bridge Loan (5.0% PIK, Acquired 12/20, Due 02/27) 5,451,205 5,451,207 5,451,205
Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) 9,524,617 9,524,617 9,524,617
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK, Acquired 04/21, Due 04/25) 7,306,508 7,638,612 7,306,507
Common Stock (900 shares, Acquired 12/20) 21,264,000 24,825,075
22,282,330 43,878,436 47,107,404
Thompson Rivers LLC (11.3%)* (3)
Investment Funds & Vehicles 15.90% Member Interest, Acquired 06/20 79,414,272 84,438,256
79,414,272 84,438,256
Waccamaw River LLC (1.8%)* (3)
Investment Funds & Vehicles 20% Member Interest, Acquired 02/21 13,720,000 13,500,686
13,720,000 13,500,686
Subtotal Affiliate Investments (38.8%) 28,645,967 267,966,911 288,068,788
Control Investments: (5)
MVC Automotive Group Gmbh (2.0%)* (3) (7) (25)
Automotive Bridge Loan (6.0% Cash, Acquired 12/20, Due 06/26) 7,149,166 7,149,166 7,149,166
Common Equity Interest (18,000 shares, Acquired 12/20) 9,553,000 7,699,434
7,149,166 16,702,166 14,848,600
MVC Private Equity Fund LP (1.0%)* (3) (25)
Investment Funds & Vehicles General Partnership Interest 224,978 187,513
Limited Partnership Interest 8,899,284 7,376,388
9,124,262 7,563,901
Subtotal Control Investments (3.0%) 7,149,166 25,826,428 22,412,501
Total Investments, December 31, 2021 (242.7%)*
$ 1,554,502,456 $ 1,787,824,064 $ 1,800,593,952
F-23
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
Derivative Instruments
Credit Support Agreement(a)(b)(d)
Description Counter Party Settlement Date(c) Notional Amount Value Unrealized Appreciation (Depreciation)
Credit Support Agreement Barings LLC 01/01/31 $ 23,000,000 $ 15,400,000 $ 1,800,000
Total Credit Support Agreement, December 31, 2021
$ 1,800,000
(a) The MVC Credit Support Agreement covers all of the investments acquired by Barings BDC, Inc. (“the Company”) from MVC Capital, Inc. ("MVC") in connection with the MVC Acquisition (as defined in “Note 1 – Organization, Business and Basis of Presentation”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from MVC in connection with the MVC Acquisition (collectively, the “Reference Portfolio”). Each investment that is included in the Reference Portfolio is denoted in the above Schedule of Investments with footnote (25).
(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.
(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 MVC Credit Support Agreement.
Foreign Currency Forward Contracts:
Description Notional Amount to be Purchased Notional Amount to be Sold Counterparty Settlement Date Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD) A$31,601,341 $22,849,503 Bank of America, N.A. 01/06/22 $ 126,319
Foreign currency forward contract (AUD) A$2,098,659 $1,507,742 HSBC Bank USA 01/06/22 18,092
Foreign currency forward contract (AUD) $20,727,370 A$28,700,000 Citibank N.A. 01/06/22 (139,026)
Foreign currency forward contract (AUD) $3,579,961 A$5,000,000 HSBC Bank USA 04/08/22 (55,300)
Foreign currency forward contract (AUD) $18,247,151 A$25,385,697 Bank of America, N.A. 04/08/22 (214,805)
Foreign currency forward contract (CAD) C$3,229,673 $2,527,527 Bank of America, N.A. 01/06/22 29,309
Foreign currency forward contract (CAD) C$3,000,000 $2,425,209 HSBC Bank USA 01/06/22 (50,198)
Foreign currency forward contract (CAD) $4,881,155 C$6,229,673 HSBC Bank USA 01/06/22 (50,693)
Foreign currency forward contract (CAD) $2,506,088 C$3,203,161 Bank of America, N.A. 04/08/22 (28,983)
Foreign currency forward contract (DKK) 2,142,838kr. $326,309 Bank of America, N.A. 01/06/22 1,343
Foreign currency forward contract (DKK) $335,107 2,142,838kr. Bank of America, N.A. 01/06/22 7,455
Foreign currency forward contract (DKK) $322,726 2,115,990kr. Bank of America, N.A. 04/08/22 (1,490)
Foreign currency forward contract (EUR) €52,582,593 $59,524,358 Bank of America, N.A. 01/06/22 274,882
Foreign currency forward contract (EUR) €5,019,529 $5,701,273.9 HSBC Bank USA 04/08/22 18,430
Foreign currency forward contract (EUR) $24,721,638 €21,500,000 Bank of America, N.A. 01/06/22 270,891
Foreign currency forward contract (EUR) $14,562,667 €12,900,000 HSBC Bank USA 01/06/22 (107,781)
Foreign currency forward contract (EUR) $20,655,383 €18,182,593 BNP Paribas SA 01/06/22 (22,663)
Foreign currency forward contract (EUR) $60,413,175 €53,264,857 Bank of America, N.A. 04/08/22 (281,606)
Foreign currency forward contract (EUR) $1,129,597 €1,000,000 HSBC Bank USA 04/08/22 (9,893)
Foreign currency forward contract (EUR) $8,513,639 €7,500,000 BNP Paribas SA 04/08/22 (32,537)
Foreign currency forward contract (GBP) £9,900,000 $13,219,519 Bank of America, N.A. 01/06/22 189,513
Foreign currency forward contract (GBP) $13,348,815 £9,900,000 BNP Paribas SA 01/06/22 (60,217)
Foreign currency forward contract (GBP) $6,121,622 £4,598,707 Bank of America, N.A. 04/08/22 (104,366)
Foreign currency forward contract (SEK) 1,791,942kr $198,154 HSBC Bank USA 01/07/22 (230)
Foreign currency forward contract (SEK) $203,853 1,791,942kr Bank of America, N.A. 01/07/22 5,928
Foreign currency forward contract (SEK) $207,483 1,874,724kr HSBC Bank USA 04/08/22 244
Total Foreign Currency Forward Contracts, December 31, 2021
$ (217,382)
_______________________________________________________________
* Fair value as a percentage of net assets.
(1) All debt investments are income producing, unless otherwise noted. Eclipse Business Capital, LLC, Ferrellgas L.P ., Kano Laboratories LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. 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. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference
F-24
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
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.
(2) All of the Company’s portfolio company investments (including joint venture investments), which as of December 31, 2021 represented 242.0% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company's initial investment in the relevant portfolio company.
(3) Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets repres en t 25.7% of tot al investments at fair value as of December 31, 2021. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
(4) As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled "Affiliate Investments" for the year ended December 31, 2021 were as follows:
December 31, 2020
Value Gross Additions
(b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) December 31, 2021 Value
Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
Advantage Insurance, Inc. (e)
Preferred Stock (587,001 shares) $ 5,946,641 $ — $ (5,870,010) $ (76,631) $ — $ — $ 71,500
5,946,641 — (5,870,010) (76,631) — — 71,500
Eclipse Business Capital, LLC (e)
Second Lien Senior Secured Term Loan (7.5% Cash) — 4,502,420 — — 235,810 4,738,230 169,899
Revolver (LIBOR + 7.25%) — 1,690,997 — — 127,185 1,818,182 52,983
LLC units (89,447,396 units) — 89,849,519 — — 2,817,984 92,667,503 3,581,825
— 96,042,936 — — 3,180,979 99,223,915 3,804,707
Jocassee Partners LLC 9.1% Member Interest 22,623,820 10,000,000 — — 4,977,670 37,601,490 —
22,623,820 10,000,000 — — 4,977,670 37,601,490 —
JSC Tekers Holdings (e)
Preferred Stock (9,159,085 shares) 4,753,000 — (4) — 1,444,041 6,197,037 —
Common Stock (3,201 shares) — — — — — — —
4,753,000 — (4) — 1,444,041 6,197,037 —
Security Holdings B.V (e)
Bridge Loan (5.0% PIK 5/31/2021) 5,187,508 263,697 — — — 5,451,205 276,345
Senior Subordinated Loan (3.1% PIK) 8,746,454 778,163 — — — 9,524,617 285,318
Senior Unsecured Term Loan (9.0% PIK) — 8,831,162 (1,168,250) (24,300) (332,105) 7,306,507 819,588
Common Equity Interest 21,329,370 — — — 3,495,705 24,825,075 —
35,263,332 9,873,022 (1,168,250) (24,300) 3,163,600 47,107,404 1,381,251
Thompson Rivers LLC 15.90% Member Interest 10,011,840 69,414,271 — — 5,012,145 84,438,256 4,776,145
10,011,840 69,414,271 — — 5,012,145 84,438,256 4,776,145
Waccamaw River LLC 20% Member Interest — 13,762,417 (68,188) — (193,543) 13,500,686 280,000
— 13,762,417 (68,188) — (193,543) 13,500,686 280,000
Total Affiliate Investments $ 78,598,633 $ 199,092,646 $ (7,106,452) $ (100,931) $ 17,584,892 $ 288,068,788 $ 10,313,603
(a) Eclipse Business Capital, LLC, Thompson Rivers LLC and Waccamaw River LLC equity investments are income producing. 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.
(c) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
F-25
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(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 Affiliate category.
(e) The fair value of the investment was determined using significant unobservable inputs.
(5) As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” and “control” the portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the year ended December 31, 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
(b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) December 31, 2021
Value
Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
MVC Automotive Group GmbH (e)
Common Equity Interest $ 9,582,368 $ — $ — $ — $ (1,882,934) $ 7,699,434 $ —
Bridge Loan (6.0% Cash 12/31/2021) 7,149,166 — — — — 7,149,166 434,908
16,731,534 — — — (1,882,934) 14,848,600 434,908
MVC Private Equity Fund LP Limited Partnership Interest 8,899,284 — — — (1,522,896) 7,376,388 —
General Partnership Interest 224,978 — — (37,465) 187,513 642,609
9,124,262 — — — (1,560,361) 7,563,901 642,609
Waccamaw River LLC 50% Member Interest — 4,500,000 (4,474,229) — (25,771) — —
Total Control Investments $ 25,855,796 $ 4,500,000 $ (4,474,229) $ — $ (3,469,066) $ 22,412,501 $ 1,077,517
(a) Equity and equity-linked investments are non-income producing, unless otherwise noted.
(b) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments.
(c) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales.
(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.
(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 $875.0 million senior secured credit facility with ING Capital LLC initially entered into in February 2019 (as amended, restated and otherwise modified from time to time, the "February 2019 Credit Facility").
(7) The fair value of the investment was determined using significant unobservable inputs.
(8) Debt investment includes interest rate floor feature.
(9) The interest rate on these loans is subject to 1 Month LIBOR, which as of December 31, 2021 was 0.10125%.
(10) The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 2021 was 0.20913%.
(11) The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 2021 was 0.33875%.
(12) The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of December 31, 2021 was 0.26225%.
(13) The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of December 31, 2021 was 0.47363%.
(14) The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2021 was -0.57200%.
(15) The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2021 was -0.54600%.
(16) The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2021 was 0.33830%.
(17) The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2021 was 0.49870%.
(18) The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2021 was -0.00050%.
(19) The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2021 was 0.01500%.
(20) The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2021 was 0.06770%.
(21) The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 2021 was 0.51750%.
(22) The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2021 was 0.09125%.
(23) The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2021 was 0.19947%.
(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 MVC Credit Support Agreement.
(26) In 2017, MVC received $5.7 million of 9.5% second lien callable notes due in 2025, in lieu of an escrow to satisfy any indemnification claims associated with MVC’s sale of its equity investment in U.S. Gas & Electric ("U.S. Gas"). Effective January 1, 2018, the cost basis of the U.S. Gas second lien loan was decreased by approximately $3.0 million due to a working capital adjustment. This loan is still subject to indemnification adjustments.
See accompanying notes.
F-26
Barings BDC, Inc.
Consolidated Schedule of Investments
December 31, 2020
Portfolio Company (6)
Industry Type of Investment (1) (2) (6)
Principal
Amount Cost Fair
Value
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc. (4.0%)* (7) (9) (12)
IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 07/19, Due 07/25) $ 29,000,000 $ 28,490,102 $ 28,420,000
29,000,000 28,490,102 28,420,000
Accelerate Learning, Inc.
(1.0%)* (7) (9) (12)
Education Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/18, Due 12/24) 7,567,965 7,461,410 7,258,435
7,567,965 7,461,410 7,258,435
Accurus Aerospace Corporation (2.9%)* (7) (9) (12)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 10/18, Due 10/24) 24,500,000 24,251,575 20,506,500
24,500,000 24,251,575 20,506,500
ADE Holding (d/b/a AD Education) (0.8%)* (3) (7) (9) (19)
Education Services First Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 01/20, Due 01/27) 5,459,746 4,977,557 5,459,746
5,459,746 4,977,557 5,459,746
AEP Holdings, Inc. (1.8%)* (7) (9)
Wholesale First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/25) (18)
4,362,794 4,143,810 4,275,538
First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/25) (12)
8,902,516 8,727,725 8,724,466
13,265,310 12,871,535 13,000,004
Aftermath Bidco Corporation (1.3%)* (7) (9) (12)
Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 04/19, Due 04/25) 9,425,284 9,265,301 9,335,155
9,425,284 9,265,301 9,335,155
Ahead DB Borrower, LLC. (0.3%)* (7) (9) (12)
Technology Distributors Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 9.5% Cash, Acquired 10/20, Due 10/28) 2,139,295 2,076,161 2,075,117
2,139,295 2,076,161 2,075,117
Air Canada 2020-2 Class B Pass Through Trust (1.1%)* Airlines Structured Secured Note - Class B (9.0% Cash, Acquired 09/20, Due 10/25) 7,500,000 7,500,000 8,077,169
7,500,000 7,500,000 8,077,169
American Dental Partners, Inc. (1.3%)* (7) (9) (12)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 11/18, Due 03/23) 9,800,000 9,786,672 9,396,240
9,800,000 9,786,672 9,396,240
American Scaffold, Inc. (1.3%)* (7) (9) (12)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 09/19, Due 09/25) 9,686,750 9,509,443 9,686,750
9,686,750 9,509,443 9,686,750
Anagram Holdings, LLC
(2.2%)* (3)
Chemicals, Plastics, & Rubber First Lien Senior Secured Note (10.0% Cash, 5.0% PIK, Acquired 08/20, Due 08/25) 13,673,780 12,565,289 15,588,108
13,673,780 12,565,289 15,588,108
Anchorage Capital CLO Ltd: Series 2013-1A (0.3%)* (3) (9) (12)
Structured Finance Structured Secured Note - Class DR (LIBOR + 6.8%, 7.0% Cash, Acquired 03/20, Due 10/30) 2,000,000 1,743,066 2,000,156
2,000,000 1,743,066 2,000,156
Anju Software, Inc. (1.9%)* (7) (12)
Application Software First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.4% Cash, Acquired 02/19, Due 02/25) 13,701,182 13,442,543 13,385,963
13,701,182 13,442,543 13,385,963
Apex Bidco Limited (0.3%)* (3) (7)
Business Equipment & Services First Lien Senior Secured Term Loan (GBP LIBOR + 6.50%, 7.0% Cash, Acquired 01/20, Due 01/27) (9) (15)
1,992,033 1,851,359 1,950,974
Subordinated Senior Unsecured Term Loan (8.0% PIK, Acquired 01/20, Due 07/27) 258,955 241,837 253,618
2,250,988 2,093,196 2,204,592
AQA Acquisition Holding, Inc. (f/k/a SmartBear) (0.7%)* (7) (9) (12)
High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 9.0% Cash, Acquired 10/18, Due 05/24) 4,959,088 4,877,581 4,959,088
4,959,088 4,877,581 4,959,088
Arch Global Precision LLC (2.3%)* (7) (12)
Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.0% Cash, Acquired 04/19, Due 04/26) 16,649,218 16,496,045 16,557,510
16,649,218 16,496,045 16,557,510
F-27
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Portfolio Company (6)
Industry Type of Investment (1) (2) (6)
Principal
Amount Cost Fair
Value
Archimede (0.4%)* (3) (7) (9) (17)
Consumer Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 10/20, Due 10/27) $ 2,677,354 $ 2,510,391 $ 2,610,420
2,677,354 2,510,391 2,610,420
Argus Bidco Limited (0.8%)* (3) (7) (9) (15)
High Tech Industries First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.8% Cash, Acquired 12/20, Due 12/27) 5,715,005 5,383,300 5,543,555
5,715,005 5,383,300 5,543,555
Armstrong Transport Group (Pele Buyer, LLC ) (1.0%)* (7) (9) (12)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 06/19, Due 06/24) 5,354,941 5,277,976 5,302,778
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 07/20, Due 06/24) 2,000,318 1,964,493 2,000,318
7,355,259 7,242,469 7,303,096
Ascensus Specialties, LLC
(1.0%)* (7) (9) (10)
Specialty Chemicals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.9% Cash, Acquired 09/19, Due 09/26) 7,019,401 6,959,939 6,978,909
7,019,401 6,959,939 6,978,909
ASPEQ Heating Group LLC (1.2%)* (7) (9) (12)
Building Products, Air & Heating First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/19, Due 11/25) 8,945,499 8,833,249 8,862,629
8,945,499 8,833,249 8,862,629
Auxi International (0.2%)* (3) (7) (9) (19)
Commercial Finance First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 12/19, Due 12/26) 1,712,970 1,514,901 1,682,438
1,712,970 1,514,901 1,682,438
AVSC Holding Corp.
(1.4%)* (9) (12)
Advertising First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, 0.25% PIK, Acquired 08/18, Due 03/25) 4,904,496 4,313,104 4,165,780
First Lien Senior Secured Term Loan (LIBOR + 4.50%, 5.5% Cash, 1.0% PIK, Acquired 08/18, Due 03/25) 748,116 682,722 665,823
First Lien Senior Secured Term Loan (5.0% Cash, 10.0% PIK, Acquired 11/20, Due 10/26) 4,951,086 4,816,560 5,668,994
10,603,698 9,812,386 10,500,597
Bass Pro Group, LLC (0.3%)* (9) (12)
General Merchandise Stores First Lien Senior Secured Term Loan (LIBOR + 5.0%, 5.8% Cash, Acquired 03/20, Due 09/24) 1,979,540 1,793,950 1,983,083
1,979,540 1,793,950 1,983,083
BDP International, Inc. (f/k/a BDP Buyer, LLC) (4.8%)* (7) (9) (12)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/18, Due 12/24) 34,937,500 34,387,459 34,238,750
34,937,500 34,387,459 34,238,750
Beacon Pointe Advisors, LLC (0.1%)* (7) (9) (12)
Asset Manager & Custody Bank First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 03/20, Due 03/26) 631,591 611,703 631,591
631,591 611,703 631,591
Benify (Bennevis AB)
(0.2%)* (3) (7) (9) (20)
High Tech Industries First Lien Senior Secured Term Loan (STIBOR + 5.25%, 5.3% Cash, Acquired 07/19, Due 07/26) 1,588,980 1,366,586 1,576,555
1,588,980 1,366,586 1,576,555
Black Diamond Equipment Rentals LLC (1.2%)* (7) (23)
Equipment Rental Second Lien Loan (12.5% Cash, Acquired 12/20, Due 06/22) 7,500,000 7,500,000 7,500,000
Warrant (1.0 unit, Acquired 12/20) 847,000 847,000
7,500,000 8,347,000 8,347,000
British Airways 2020-1 Class B Pass Through Trust (0.2%)*
Airlines Structured Secured Note - Class B (8.4% Cash, Acquired 11/20, Due 11/28) 1,500,000 1,500,000 1,661,827
1,500,000 1,500,000 1,661,827
British Engineering Services Holdco Limited (1.1%)* (3) (7) (9) (15)
Commercial Services & Supplies First Lien Senior Secured Term Loan (GBP LIBOR + 5.25%, 5.5% Cash, Acquired 12/20, Due 12/27) 8,667,451 7,989,566 8,191,066
8,667,451 7,989,566 8,191,066
Brown Machine Group Holdings, LLC (0.7%)* (7) (9) (12)
Industrial Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/18, Due 10/24) 5,286,022 5,241,933 5,286,022
5,286,022 5,241,933 5,286,022
Cadent, LLC (f/k/a Cross MediaWorks) (1.0%)* (7) (9) (12)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 09/18, Due 09/23) 7,532,846 7,490,785 7,361,851
7,532,846 7,490,785 7,361,851
F-28
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Portfolio Company (6)
Industry Type of Investment (1) (2) (6)
Principal
Amount Cost Fair
Value
Carlson Travel, Inc (1.0%)* Business Travel Management First Lien Senior Secured Note (6.8% Cash, Acquired 09/20, Due 12/25) $ 3,000,000 $ 2,362,500 $ 2,471,250
Super Senior Senior Secured Term Loan (10.5% Cash, Acquired 12/20, Due 3/25) 4,239,000 4,149,608 4,376,768
Common Stock (1,962 units, Acquired 11/20) (7)
88,290 68,670
7,239,000 6,600,398 6,916,688
Carlyle Aviation Partners Ltd. (0.2%)* Structured Finance Structured Secured Note, Series 2019-2 - Class A (3.4% Cash, Acquired 3/20, Due 11/39) 912,844 826,343 863,003
Structured Secured Note, Series 2018-2 - Class A (4.5% Cash, Acquired 3/20, Due 11/38) 432,194 391,920 408,302
1,345,038 1,218,263 1,271,305
Centralis Finco S.a.r.l. (0.1%)* (3) (7) (9) (18)
Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/20, Due 05/27) 867,913 732,995 867,913
867,913 732,995 867,913
Cineworld Group PLC
(1.1%)* (3) (9) (13)
Leisure Products First Lien Senior Secured Term Loan (LIBOR + 2.50%, 2.8% Cash, Acquired 04/20, Due 02/25) 9,070,729 5,915,501 6,121,290
Super Senior Secured Term Loan (7.0% Cash, 8.3% PIK, Acquired 11/20, Due 05/24) 1,618,242 1,446,976 1,920,318
Warrants (553,375 units, Acquired 12/20) 101,602 166,416
10,688,971 7,464,079 8,208,024
Classic Collision (Summit Buyer, LLC) (1.6%)* (7) (9) (12)
Auto Collision Repair Centers First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 01/20, Due 01/26) 12,006,341 11,774,075 11,820,664
12,006,341 11,774,075 11,820,664
CM Acquisitions Holdings Inc. (3.4%)* (7) (9) (13)
Internet & Direct Marketing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 05/19, Due 05/25) 24,655,278 24,287,477 24,196,657
24,655,278 24,287,477 24,196,657
CMT Opco Holding, LLC (Concept Machine) (0.6%)* (7) (9) (12)
Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/20, Due 01/25) 4,425,935 4,351,646 4,097,088
LLC Units (8,309 units, Acquired 01/20) 332,904 230,492
4,425,935 4,684,550 4,327,580
Command Alkon (Project Potter Buyer, LLC) (3.0%)* (7) (9) (10)
Software First Lien Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 04/20, Due 04/27) 22,166,804 21,527,201 21,501,800
Class A Units (90.384 units, Acquired 04/20) 90,384 93,510
Class B Units (33,324.69 units, Acquired 04/20) — 8,165
22,166,804 21,617,585 21,603,475
Confie Seguros Holding II Co. (0.3%)* (9) (12)
Insurance Brokerage Services Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 8.7% Cash, Acquired 10/19, Due 11/25) 2,500,000 2,370,563 2,233,600
2,500,000 2,370,563 2,233,600
Contabo Finco S.À R.L (0.2%)* (3) (7) (9) (18)
Internet Software & Services First Lien Senior Secured Term Loan (EURIBOR + 4.75%, 4.8% Cash, Acquired 10/19, Due 10/26) 1,483,377 1,310,386 1,454,918
1,483,377 1,310,386 1,454,918
CSL DualCom (0.5%)* (3) (7) (9) (15)
Tele-communications First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.6% Cash, Acquired 09/20, Due 09/27) 3,776,936 3,339,563 3,646,170
3,776,936 3,339,563 3,646,170
Custom Alloy Corporation (4.8%)* (7) (23)
Manufacturer of Pipe Fittings & Forgings Second Lien Loan (15.0% PIK, Acquired 12/20, Due 04/22) 39,391,300 31,434,257 31,434,257
Revolver (15.0% PIK, Acquired 12/20, Due 04/21) 3,745,808 3,228,308 3,228,308
43,137,108 34,662,565 34,662,565
Dart Buyer, Inc. (1.7%)* (3) (7) (9) (12)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 04/19, Due 04/25) 12,310,907 12,092,929 12,188,061
12,310,907 12,092,929 12,188,061
Diamond Sports Group, LLC (0.1%)* (9) (10)
Broadcasting First Lien Senior Secured Term Loan (LIBOR + 3.25%, 3.4% Cash, Acquired 03/20, Due 08/26) 989,975 790,536 872,208
989,975 790,536 872,208
F-29
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Portfolio Company (6)
Industry Type of Investment (1) (2) (6)
Principal
Amount Cost Fair
Value
Discovery Education, Inc. (3.7%)* (7) (9) (10)
Publishing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 10/26) $ 27,000,000 $ 26,538,991 $ 26,527,500
27,000,000 26,538,991 26,527,500
Distinct Holdings, Inc. (1.0%)* (7) (9) (10)
Systems Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 04/19, Due 12/23) 7,516,792 7,453,665 7,475,638
7,516,792 7,453,665 7,475,638
DreamStart Bidco SAS (d/b/a SmartTrade) (0.3%)* (3) (7) (9) (19)
Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 4.5%, 4.5% Cash, 1.8% PIK, Acquired 03/20, Due 03/27) 2,232,173 1,939,189 2,176,655
2,232,173 1,939,189 2,176,655
Dukane IAS, LLC (0.6%)* (7) (23)
Welding Equipment Manufacturer Second Lien Note (10.5% Cash, 2.5% PIK, Acquired 12/20, Due 12/24) 4,604,374 4,604,374 4,604,374
4,604,374 4,604,374 4,604,374
Envision Healthcare Corp.
(0.4%)* (9) (10)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 3.75%, 3.9% Cash, Acquired 03/20, Due 10/25) 3,156,772 2,259,339 2,623,688
3,156,772 2,259,339 2,623,688
Exeter Property Group, LLC (2.6%)* (7) (9) (10)
Real Estate First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.7% Cash, Acquired 02/19, Due 08/24) 19,363,647 19,100,177 18,976,374
19,363,647 19,100,177 18,976,374
F24 (Stairway BidCo Gmbh) (0.3%)* (3) (7) (9) (18)
Software Services First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 08/20, Due 08/27) 1,855,625 1,734,062 1,805,715
1,855,625 1,734,062 1,805,715
FitzMark Buyer, LLC (0.5%)* (7) (9) (10)
Cargo & Transportation First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 12/26) 3,529,412 3,429,854 3,429,412
3,529,412 3,429,854 3,429,412
Foundation Risk Partners, Corp.
(1.4%)* (7) (9) (12)
Financial Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 09/20, Due 11/23) 8,789,777 8,575,855 8,576,718
Second Lien Senior Secured Term Loan (LIBOR + 8.50%, 9.5% Cash, Acquired 09/20, Due 11/24) 1,722,222 1,588,593 1,602,355
10,511,999 10,164,448 10,179,073
GoldenTree Loan Opportunities IX, Limited: Series 2014-9A (0.2%)* (3) (9) (12)
Structured Finance Structured Secured Note - Class DR2 (LIBOR + 3.0%, 3.2% Cash, Acquired 03/20, Due 10/29) 1,250,000 916,935 1,231,963
1,250,000 916,935 1,231,963
GTM Intermediate Holdings, Inc. (0.9%)* (7) (23)
Medical Equipment Manufacturer Second Lien Loan (11.0% Cash, 1.0% PIK, Acquired 12/20, Due 11/24) 5,115,750 5,064,593 5,064,593
Common Stock (2 shares, Acquired 12/20) 1,078,778 1,078,778
5,115,750 6,143,371 6,143,371
Gulf Finance, LLC (0.1%)* (9) (10)
Oil & Gas Exploration & Production First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/18, Due 08/23) 1,048,305 944,246 788,105
1,048,305 944,246 788,105
Hawaiian Airlines 2020-1 Class B Pass Through Certificates (1.1%)* Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 7,500,000 7,500,000 7,738,286
7,500,000 7,500,000 7,738,286
Heartland, LLC (1.2%)* (7) (9) (12)
Commercial Services & Supplies First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 08/19, Due 08/25) 8,831,018 8,667,194 8,582,892
8,831,018 8,667,194 8,582,892
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) (1.6%)* (3) (7) (9)
Insurance First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 09/19, Due 09/26) (19)
10,413,655 9,216,174 10,266,128
First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 07/20, Due 09/26) (18)
1,092,757 820,169 1,092,757
11,506,412 10,036,343 11,358,885
Highbridge Loan Management Ltd: Series 2014A-19 (0.1%)* (3) (9) (12)
Structured Finance Structured Secured Note - Class E (LIBOR + 6.75%, 7.0% Cash, Acquired 03/20, Due 07/30) 1,000,000 833,749 978,180
1,000,000 833,749 978,180
F-30
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Portfolio Company (6)
Industry Type of Investment (1) (2) (6)
Principal
Amount Cost Fair
Value
Highpoint Global LLC (0.7%)* (7) (23)
Government Services Second Lien Note (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 09/22) $ 5,307,799 $ 5,286,568 $ 5,286,568
5,307,799 5,286,568 5,286,568
Holley Performance Products (Holley Purchaser, Inc.) (2.4%)* (7) (9) (12)
Automotive Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 5.0%, 5.2% Cash, Acquired 10/18, Due 10/25) 16,936,387 16,754,221 16,936,387
16,936,387 16,754,221 16,936,387
HTI Technology & Industries (1.70%)* (7) (23)
Electronic Component Manufacturing Second Lien Note (12.0% Cash, 4.8% PIK, Acquired 12/20, Due 09/24) 12,619,964 12,115,165 12,115,165
12,619,964 12,115,165 12,115,165
HW Holdco, LLC (Hanley Wood LLC) (1.0%)* (7) (9) (12)
Advertising First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/18, Due 12/24) 7,527,218 7,396,115 7,527,218
7,527,218 7,396,115 7,527,218
Hyperion Materials & Technologies, Inc. (1.9%)* (7) (9) (12)
Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 08/19, Due 08/26) 13,855,795 13,643,767 13,700,560
13,855,795 13,643,767 13,700,560
IGL Holdings III Corp. (1.9%)* (7) (9) (12)
Commercial Printing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/26) 14,025,147 13,635,887 13,626,360
14,025,147 13,635,887 13,626,360
IM Analytics Holding, LLC (d/b/a NVT) (1.0%)* (7) (9) (12)
Electronic Instruments & Components First Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 11/19, Due 11/23) 8,209,191 8,147,872 6,982,738
Warrant (68,950 units, Acquired 11/19) — —
8,209,191 8,147,872 6,982,738
INOS 19-090 GmbH (1.7%)* (3) (7) (9) (18)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 6.1%, 6.1% Cash, Acquired 12/20, Due 10/27) 12,275,911 11,888,699 11,934,913
12,275,911 11,888,699 11,934,913
Institutional Shareholder Services, Inc. (0.7%)* (7) (9) (12)
Diversified Support Services Second Lien Senior Secured Term Loan (LIBOR + 8.5%, 8.7% Cash, Acquired 03/19, Due 03/27) 4,951,685 4,830,132 4,951,685
4,951,685 4,830,132 4,951,685
International Precision Components (1.0%)* (7) (23)
Plastic Injection Molding Second Lien Loan (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 10/24) 7,000,000 6,895,000 6,895,000
7,000,000 6,895,000 6,895,000
ISS#2, LLC (d/b/a Industrial Services Solutions) (0.9%)* (7) (9) (12)
Commercial Services & Supplies First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/20, Due 02/26) 6,819,551 6,700,432 6,300,583
6,819,551 6,700,432 6,300,583
Jade Bidco Limited (Jane's)
(1.7%)* (3) (7) (9)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.8% Cash, 2.0% PIK, Acquired 11/19, Due 12/26) (13)
10,538,414 10,291,098 10,353,797
First Lien Senior Secured Term Loan (EURIBOR + 4.5%, 4.5% Cash, 2.0% PIK, Acquired 11/19, Due 12/26) (19)
2,057,007 1,813,166 2,020,971
12,595,421 12,104,264 12,374,768
Jedson Engineering, Inc. (0.4%)* (7) (8) (23)
Engineering & Construction Management First Lien Loan (12.0% Cash, 3.0% PIK, Acquired 12/20, Due 06/22) 9,560,423 3,000,000 3,000,000
9,560,423 3,000,000 3,000,000
JetBlue 2019-1 Class B Pass Through Trust (0.7%)* Airlines Structured Secured Note - Class B (8.0% Cash, Acquired 08/20, Due 11/27) 4,721,693 4,721,693 5,048,044
4,721,693 4,721,693 5,048,044
Kano Laboratories LLC (1.4%)* (7) (9) (12)
Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 11/20, Due 09/26) 9,873,095 9,589,856 9,584,754
Partnership Equity (227.2 units, Acquired 11/20) 227,198 227,200
9,873,095 9,817,054 9,811,954
Kenan Advantage Group Inc. (0.6%)* (9) (10)
Trucking First Lien Senior Secured Term Loan (LIBOR + 3.0%, 4.0% Cash, Acquired 08/18, Due 07/22) 4,265,453 4,263,951 4,217,125
4,265,453 4,263,951 4,217,125
F-31
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Portfolio Company (6)
Industry Type of Investment (1) (2) (6)
Principal
Amount Cost Fair
Value
Kene Acquisition, Inc. (En Engineering) (1.0%)* (7) (9) (12)
Oil & Gas Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 08/19, Due 08/26) $ 7,298,712 $ 7,173,784 $ 7,202,679
7,298,712 7,173,784 7,202,679
Kona Buyer, LLC (4.8%)* (7) (9) (12)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/20, Due 12/27) 35,000,000 34,132,135 34,125,000
35,000,000 34,132,135 34,125,000
LAC Intermediate, LLC (f/k/a Lighthouse Autism Center) (1.3%)* (7) (9) (12)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/18, Due 10/24) 9,218,032 9,083,136 8,987,581
Class A LLC Units (154,320 units, Acquired 10/18) 154,320 184,312
9,218,032 9,237,456 9,171,893
Learfield Communications, LLC (1.0%)* Broadcasting First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, Acquired 08/20, Due 12/23) (9)(10)
136,803 96,446 123,073
First Lien Senior Secured Term Loan (LIBOR + 3.00%, 3.2% Cash, 10.0% PIK, Acquired 08/20, Due 12/23) (12)
7,181,368 7,117,163 7,133,468
7,318,171 7,213,609 7,256,541
Legal Solutions Holdings (1.3%)* (7) (23)
Business Services Senior Subordinated Loan (6.0% Cash, 10.0% PIK, Acquired 12/20, Due 03/22) 10,398,126 9,597,471 9,597,471
10,398,126 9,597,471 9,597,471
MB2 Dental Solutions, LLC (1.0%)* (7) (9) (12)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 6.5%, 6.7% Cash, Acquired 09/19, Due 09/23) 7,443,622 7,381,819 7,443,622
7,443,622 7,381,819 7,443,622
Media Recovery, Inc. (SpotSee) (1.3%)* (7) (9) (12)
Containers, Packaging & Glass First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 11/25) 9,179,626 8,873,020 9,018,983
9,179,626 8,873,020 9,018,983
Modern Star Holdings Bidco Pty Limited. (1.4%)* (3) (7) (9) (22)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/26) 10,482,797 9,973,821 10,101,881
10,482,797 9,973,821 10,101,881
MSG National Properties (0.3%)* (3) (7) (9) (12)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.0% Cash, Acquired 11/20, Due 11/25) 2,461,759 2,389,417 2,474,068
2,461,759 2,389,417 2,474,068
Murphy Midco Limited (1.3%)* (3) (7) (9) (16)
Media, Diversified & Production First Lien Senior Secured Term Loan (GBP LIBOR + 5.50%, 5.5% Cash, Acquired 11/20, Due 11/27) 9,904,416 9,228,222 9,508,239
9,904,416 9,228,222 9,508,239
Music Reports, Inc. (0.8%)* (7) (9) (10)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 08/20, Due 08/26) 5,592,972 5,459,912 5,469,461
5,592,972 5,459,912 5,469,461
Neuberger Berman CLO Ltd: Series 2020-36A (0.3%)* (3) (9) (12)
Structured Finance Structured Secured Note - Class E (LIBOR + 7.81%, 8.0% Cash, Acquired 03/20, Due 04/33) 2,500,000 2,476,562 2,501,790
2,500,000 2,476,562 2,501,790
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (1.6%)* (7) (9) (10)
Energy Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/18, Due 10/25) 11,855,804 11,813,315 11,645,956
11,855,804 11,813,315 11,645,956
Omni Intermediate Holdings, LLC (1.4%)* (7) (9) (10)
Transportation First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 10,000,000 9,700,263 9,700,000
10,000,000 9,700,263 9,700,000
Options Technology Ltd.
(1.3%)* (3) (7) (9) (12)
Computer Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/19, Due 12/25) 9,796,552 9,583,342 9,633,049
9,796,552 9,583,342 9,633,049
Pacific Health Supplies Bidco Pty Limited (2.5%)* (3) (7) (9) (21)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.5% Cash, Acquired 12/20, Due 12/25) 18,489,367 17,237,355 17,919,335
18,489,367 17,237,355 17,919,335
Pare SAS (SAS Maurice MARLE) (0.7%)* (3) (7) (9) (19)
Health Care Equipment First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, 1.5% PIK, Acquired 12/19, Due 12/26) 4,817,430 4,305,403 4,683,024
4,817,430 4,305,403 4,683,024
F-32
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Portfolio Company (6)
Industry Type of Investment (1) (2) (6)
Principal
Amount Cost Fair
Value
Patriot New Midco 1 Limited (Forensic Risk Alliance) (1.2%)* (3) (7) (9)
Diversified Financial Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/20, Due 02/27) (12)
$ 4,489,471 $ 4,372,581 $ 4,388,907
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 02/20, Due 02/27) (18)
4,126,940 3,579,755 4,034,496
8,616,411 7,952,336 8,423,403
PerTronix, LLC (1.1%)* (7) (9) (13)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/20, Due 10/26) 8,308,515 8,186,879 8,183,887
8,308,515 8,186,879 8,183,887
Playtika Holding Corp. (0.5%)* (9) (12)
Leisure, Amusement & Entertainment First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 03/20, Due 12/24) 3,800,000 3,536,230 3,818,582
3,800,000 3,536,230 3,818,582
Premier Technical Services Group (Project Graphite) (0.4%)* (3) (7) (9) (15)
Construction & Engineering First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.3% Cash, Acquired 08/19, Due 06/26) 3,108,900 2,681,906 3,039,998
3,108,900 2,681,906 3,039,998
Premium Franchise Brands, LLC (3.4%)* (7) (9) (12)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/26) 25,000,000 24,501,666 24,500,000
25,000,000 24,501,666 24,500,000
Process Equipment, Inc. (ProcessBarron) (0.8%)* (7) (9) (12)
Industrial Air & Material Handling Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 03/19, Due 03/25) 6,173,594 6,090,812 5,612,414
6,173,594 6,090,812 5,612,414
Professional Datasolutions, Inc. (PDI) (2.3%)* (7) (9) (12)
Application Software First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 03/19, Due 10/24) 16,924,678 16,905,254 16,628,496
16,924,678 16,905,254 16,628,496
PSC UK Pty Ltd. (0.4%)* (3) (7) (9) (15)
Insurance Services First Lien Senior Secured Term Loan (GBP LIBOR + 6.0%, 6.5% Cash, Acquired 11/19, Due 10/24) 2,684,817 2,439,292 2,614,299
2,684,817 2,439,292 2,614,299
Questel Unite (3.1%)* (3) (7) (9) (18)
Business Services First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/27)
22,451,369 21,728,443 21,905,058
22,451,369 21,728,443 21,905,058
Radwell International, LLC (1.9%)* (7) (9) (12)
Wholesale First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 12/26) 14,264,053 13,916,962 13,914,053
14,264,053 13,916,962 13,914,053
Recovery Point Systems, Inc.
(1.6%)* (7) (9) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 03/20, Due 07/26) 11,795,776 11,572,084 11,766,287
11,795,776 11,572,084 11,766,287
REP SEKO MERGER SUB LLC
(1.2%)* (7) (9) (10)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 8,545,455 8,290,487 8,345,456
8,545,455 8,290,487 8,345,456
RPX Corporation (2.4%)* (7) (9) (12)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/20, Due 10/25) 17,500,000 17,110,715 17,106,250
17,500,000 17,110,715 17,106,250
RR Ltd: Series 2019-6A
(0.3%)* (3) (12)
Structured Finance Structured Secured Note - Class D (LIBOR + 6.75%, 7.0% Cash, Acquired 03/20, Due 04/30) 2,000,000 1,661,539 2,000,124
2,000,000 1,661,539 2,000,124
Ruffalo Noel Levitz, LLC
(1.3%)* (7) (9) (12)
Media Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/19, Due 05/22) 9,616,736 9,552,719 9,567,718
9,616,736 9,552,719 9,567,718
Safety Products Holdings, LLC (2.5%)* (9) (12)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 12/26) (7)
18,108,567 17,559,056 17,555,609
Common Stock (424.1 units, Acquired 12/20) 424,088 424,090
18,108,567 17,983,144 17,979,699
Scaled Agile, Inc. (0.7%)* (7) (9) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 06/19, Due 06/24) 4,845,720 4,807,839 4,797,263
4,845,720 4,807,839 4,797,263
F-33
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Portfolio Company (6)
Industry Type of Investment (1) (2) (6)
Principal
Amount Cost Fair
Value
Serta Simmons Bedding LLC
(1.5%)* (9) (10)
Home Furnishings Super Priority First Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) $ 7,424,499 $ 7,234,063 $ 7,498,744
Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 3,643,817 3,379,870 3,272,913
11,068,316 10,613,933 10,771,657
SISU ACQUISITIONCO., INC. (2.2%)* (7) (9) (12)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/20, Due 12/26) 16,132,835 15,811,282 15,810,178
16,132,835 15,811,282 15,810,178
SMA Holdings, Inc. (1.0%)* (7) (23)
Consulting First Lien Loan (11.0% Cash, Acquired 12/20, Due 06/24) 7,000,000 6,720,000 6,720,000
Warrants (2.0 units, Acquired 12/20) 286,781 286,781
7,000,000 7,006,781 7,006,781
Smile Brands Group Inc.
(2.1%)* (7) (9) (12)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 5.17%, 5.4% Cash, Acquired 10/18, Due 10/24) 5,880,607 5,842,184 5,824,154
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/20, Due 10/24) 9,310,993 9,030,258 9,024,500
15,191,600 14,872,442 14,848,654
SN BUYER, LLC (4.8%)* (7) (9) (12)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 11/26) 35,000,000 34,304,393 34,300,000
35,000,000 34,304,393 34,300,000
Springbrook Software (SBRK Intermediate, Inc.) (1.3%)* (7) (9) (12)
Enterprise Software & Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 9,349,719 9,152,983 9,201,599
9,349,719 9,152,983 9,201,599
SSCP Pegasus Midco Limited (2.3%)* (3) (7) (9) (16)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 6.8% Cash, Acquired 12/20, Due 11/27) 17,664,989 16,498,614 16,733,353
17,664,989 16,498,614 16,733,353
Syniverse Holdings, Inc. (2.2%)* (9) (12)
Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/18, Due 03/23) 17,480,454 16,048,735 15,749,365
17,480,454 16,048,735 15,749,365
Team Health Holdings, Inc. (0.8%)* (9) (10)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 2.75%, 3.8% Cash, Acquired 09/18, Due 02/24) 6,822,785 6,659,174 6,058,906
6,822,785 6,659,174 6,058,906
The Hilb Group, LLC
(2.1%)* (7) (9)
Insurance Brokerage First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) (11)
11,667,719 11,413,365 11,541,707
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 12/19, Due 12/26) (12)
3,602,001 3,374,934 3,373,303
15,269,720 14,788,299 14,915,010
Total Safety U.S. Inc. (0.9%)* (12)
Diversified Support Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 08/25) 6,857,482 6,611,003 6,576,325
6,857,482 6,611,003 6,576,325
Transit Technologies LLC
(0.7%)* (7) (9) (12)
Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.0% Cash, Acquired 02/20, Due 02/25) 6,035,305 5,859,123 5,221,746
6,035,305 5,859,123 5,221,746
Transportation Insight, LLC (3.3%)* (7) (9) (12)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.5%, 4.6% Cash, Acquired 08/18, Due 12/24) 24,506,875 24,346,335 23,899,105
24,506,875 24,346,335 23,899,105
Truck-Lite Co., LLC (3.0%)* (7) (9) (12)
Automotive Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/19, Due 12/26) 22,352,885 21,960,470 21,791,827
22,352,885 21,960,470 21,791,827
Trystar, LLC (2.5%)* (7) (9) (12)
Power Distribution Solutions First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 09/18, Due 09/23) 17,596,398 17,384,658 17,288,461
Class A LLC Units (384.5 units, Acquired 09/18) 395,995 339,474
17,596,398 17,780,653 17,627,935
F-34
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Portfolio Company (6)
Industry Type of Investment (1) (2) (6)
Principal
Amount Cost Fair
Value
Tuf-Tug, Inc. (0.1%)* (7) (23)
Safety Equipment Manufacturer Common Stock (24.6 shares, Acquired 12/20) $ 385,047 $ 385,047
385,047 385,047
Turf Products, LLC (1.2%)* (7) (23)
Landscaping & Irrigation Equipment Distributor Senior Subordinated Debt (10.0% Cash, Acquired 12/20, Due 10/23) $ 8,697,056 8,383,962 8,383,962
8,697,056 8,383,962 8,383,962
U.S. Gas & Electric, Inc. (0.2%)* (7) (23)
Energy Services Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) 2,285,250 1,785,250 1,785,250
Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) (24)
2,485,469 — —
4,770,719 1,785,250 1,785,250
U.S. Silica Company (0.2%)* (3) (9) (10)
Metal & Glass Containers First Lien Senior Secured Term Loan (LIBOR + 4.0%, 5.0% Cash, Acquired 08/18, Due 05/25) 1,487,525 1,490,312 1,299,724
1,487,525 1,490,312 1,299,724
UKFast Leaders Limited (3.3%)* (3) (7) (9) (14)
Technology First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 6.8% Cash, Acquired 09/20, Due 9/27) 24,226,278 22,140,865 23,625,466
24,226,278 22,140,865 23,625,466
USF Holdings LLC (U.S. Farathane, LLC) (0.4%)* (9) (12)
Auto Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 3.5%, 4.5% Cash, Acquired 08/18, Due 12/21) 3,088,580 3,092,541 2,849,214
3,088,580 3,092,541 2,849,214
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.) (2.1%)* (7) (9) (12)
Legal Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/18, Due 11/24) 16,388,428 16,165,710 15,226,488
16,388,428 16,165,710 15,226,488
Utac Ceram (0.2%)* (3) (7) (9) (18)
Business Services First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 09/20, Due 09/27) 1,713,064 1,524,242 1,651,143
1,713,064 1,524,242 1,651,143
Validity, Inc. (0.6%)* (7) (9) (10)
IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.9% Cash, Acquired 07/19, Due 05/25) 5,025,862 4,896,882 4,586,098
5,025,862 4,896,882 4,586,098
W2O Holdings, Inc. (0.0%)* (7) (9)
Healthcare Technology Undrawn Delayed Draw Term Loan (LIBOR + 5.0%, 5.0% Cash, Acquired 10/20, Due 06/25) — (115,981) (104,214)
— (115,981) (104,214)
Winebow Group, LLC, (The) (2.1%)* (9) (10)
Consumer Goods First Lien Senior Secured Term Loan (LIBOR + 3.75%, 4.8% Cash, Acquired 11/19, Due 07/21) 10,599,445 10,113,510 9,690,543
Second Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.5% Cash, Acquired 10/19, Due 01/22)
7,141,980 4,813,864 5,713,584
17,741,425 14,927,374 15,404,127
World 50, Inc. (1.7%)* (7) (9) (10)
Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 01/20, Due 01/26) 3,313,191 3,218,141 3,313,191
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 09/20, Due 01/26) 9,100,607 8,905,025 8,940,436
12,413,798 12,123,166 12,253,627
Subtotal Non–Control / Non–Affiliate Investments (184.7%) 1,378,776,392 1,318,614,617 1,325,783,281
Affiliate Investments: (4)
Advantage Insurance, Inc. (0.8%)* (7) (23)
Banking, Finance, Insurance, & Real Estate Preferred Stock (587,001 shares, Acquired 12/20) 5,946,641 5,946,641
5,946,641 5,946,641
Jocassee Partners LLC (3.2%)* (3)
Investment Funds & Vehicles 9.1% Member Interest, Acquired 06/19 20,158,270 22,623,820
20,158,270 22,623,820
JSC Tekers Holdings (0.7%)* (3) (7) (23)
Real Estate Management Preferred Stock (9,159,085 shares, Acquired 12/20) 4,753,000 4,753,000
Common Stock (3,201 shares, Acquired 12/20) — —
4,753,000 4,753,000
F-35
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Portfolio Company (6)
Industry Type of Investment (1) (2) (6)
Principal
Amount Cost Fair
Value
Security Holdings B.V. (4.9%)* (3) (7) (23)
Electrical Engineering Bridge Loan (5.0% PIK, Acquired 12/20, Due 05/22) $ 5,187,506 $ 5,187,508 $ 5,187,508
Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) 8,746,454 8,746,454 8,746,454
Common Stock (1,099.5 shares, Acquired 12/20) 21,264,000 21,329,370
13,933,960 35,197,962 35,263,332
Thompson Rivers LLC (1.4%)* (3)
Investment Funds & Vehicles 10% Member Interest, Acquired 06/20 10,000,000 10,011,840
10,000,000 10,011,840
Subtotal Affiliate Investments (11.0%) 13,933,960 76,055,873 78,598,633
Control Investments: (5)
MVC Automotive Group Gmbh (2.3%)* (3) (7) (23)
Other Diversified Financial Services 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 9,582,368
7,149,166 16,702,166 16,731,534
MVC Private Equity Fund LP (1.3%)* (3) (23)
Investment Funds & Vehicles General Partnership Interest 224,978 224,978
Limited Partnership Interest 8,899,284 8,899,284
9,124,262 9,124,262
Subtotal Control Investments (3.6%) 7,149,166 25,826,428 25,855,796
Short-Term Investments:
BlackRock, Inc. (4.2%)* Money Market Fund BlackRock Liquidity Temporary Fund (0.08% yield) 30,000,000 30,000,000
30,000,000 30,000,000
JPMorgan Chase & Co. (5.0%)* Money Market Fund JPMorgan Prime Money Market Fund (0.09% yield) 35,558,227 35,558,227
35,558,227 35,558,227
Subtotal Short-Term Investments (9.1%) 65,558,227 65,558,227
Total Investments, December 31, 2020 (208.4%)* $ 1,399,859,518 $ 1,486,055,145 $ 1,495,795,937
F-36
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Derivative Instruments
Credit Support Agreement(a)(b)(d)
Description Counter Party Settlement Date(c) Notional Amount Value Unrealized Appreciation (Depreciation)
Credit Support Agreement Barings LLC 01/01/31 $ 23,000,000 $ 13,600,000 $ —
Total Credit Support Agreement, December 31, 2020 $ —
(a) The MVC Credit Support Agreement covers all of the investments acquired by the Company from MVC Capital, Inc. ("MVC") in connection with the MVC Acquisition (as defined in “Note 10 – MVC Capital, Inc. Acquisition”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the investments acquired by the Company from MVC in connection with the MVC Acquisition (collectively, the “Reference Portfolio”). Each investment that is included in the Reference Portfolio is denoted in the above Schedule of Investments with footnote (23).
(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.
(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.
(d) See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement.
Foreign Currency Forward Contracts:
Description Notional Amount to be Purchased Notional Amount to be Sold Settlement Date Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD) $8,471,304 A$11,378,670 01/05/21 $ (309,049)
Foreign currency forward contract (AUD) A$11,378,670 $8,610,504 01/05/21 169,849
Foreign currency forward contract (AUD) $148,019 A$193,882 04/06/21 (1,698)
Foreign currency forward contract (EUR) $13,472,749 €11,406,604 01/05/21 (483,801)
Foreign currency forward contract (EUR) €11,406,604 $13,518,023 01/05/21 438,526
Foreign currency forward contract (EUR) $561,754 €456,604 04/06/21 1,944
Foreign currency forward contract (GBP) $13,554,607 £10,215,299 01/05/21 (409,190)
Foreign currency forward contract (GBP) £10,215,299 $13,717,678 01/05/21 246,118
Foreign currency forward contract (GBP) $13,109,849 £9,672,758 04/06/21 (119,769)
Foreign currency forward contract (SEK) $141,603 1,259,406kr 01/05/21 (11,748)
Foreign currency forward contract (SEK) 1,259,406kr $152,396 01/05/21 955
Foreign currency forward contract (SEK) $164,325 1,356,628kr 04/06/21 (1,028)
Total Foreign Currency Forward Contracts, December 31, 2020 $ (478,891)
_______________________________________________________________
* Fair value as a percentage of net assets.
(1) All debt investments are income producing, unless otherwise noted. Equity and any equity-linked investments are non-income producing, unless otherwise noted. The Company's Board of Directors (the "Board") determined in good faith that all investments were valued at fair value in accordance with the Company's valuation policies and procedures and the Investment Company Act of 1940, as amended, (the "1940 Act") based on, among other things, the input of the Company's external investment adviser, Barings LLC ("Barings"), the Company’s Audit Committee and independent valuation firms that have been engaged to assist in the valuation of the Company's middle-market investments. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, GBP LIBOR, BBSY, STIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.
(2) All of the Company’s portfolio company investments (including joint venture and short-term investments), which as of December 31, 2020 represented 208.4 % of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company's initial investment in the relevant portfolio company.
(3) Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets repres ent 23.4% of tot al investments at fair value as of December 31, 2020. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
F-37
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
(4) As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25%(inclusive), of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled "Affiliate Investments" for the year ended December 31, 2020 were as follows:
Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) Amount of Interest or Dividends Credited to Income(b) December 31, 2019
Value Gross Additions
(c) Gross Reductions (d) December 31, 2020
Value
Portfolio Company Type of Investment(a)
Advantage Insurance, Inc. (e)
Preferred Stock (587,001 shares) $ — $ — $ — $ — $ 5,946,641 $ — $ 5,946,641
— — — — 5,946,641 — 5,946,641
Jocassee Partners LLC 9.1% Member Interest — 2,394,007 — 10,229,813 12,394,007 — 22,623,820
— 2,394,007 — 10,229,813 12,394,007 — 22,623,820
JSC Tekers Holdings (e)
Common Stock (3,201 shares) — — — — — — —
Preferred Stock (9,159,085 shares) — — — — 4,753,000 — 4,753,000
— — — — 4,753,000 — 4,753,000
Security Holdings B.V (e)
Bridge Loan (5.0% PIK) — — — — 5,187,508 — 5,187,508
Senior Subordinated Loan (3.1% PIK) — — — — 8,746,454 — 8,746,454
Common Stock (1,099.5 shares) — 65,370 — — 21,329,370 — 21,329,370
— 65,370 — — 35,263,332 — 35,263,332
Thompson Rivers LLC 10% Member Interest — 11,840 — — 10,011,840 — 10,011,840
— 11,840 — — 10,011,840 — 10,011,840
Total Affiliate Investments $ — $ 2,471,217 $ — $ 10,229,813 $ 68,368,820 $ — $ 78,598,633
(a) Equity and equity-linked investments are non-income producing, unless otherwise noted.
(b) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.
(c) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
(d) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
(e) The fair value of the investment was determined using significant unobservable inputs.
(5) As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” and “control” the portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company (including through a management agreement). Transactions as of and during the year ended December 31, 2020 in which the portfolio company is deemed to be a "Control Investment" of the Company are as follows:
F-38
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2020
Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) Amount of Interest or Dividends Credited to Income(b) December 31, 2019
Value Gross Additions
(c) Gross Reductions (d) December 31, 2020
Value
Portfolio Company Type of Investment(a)
MVC Automotive Group GmbH (e)
Common Equity Interest (18,000 shares) $ — $ 29,368 $ — $ — $ 9,582,368 $ — $ 9,582,368
Bridge Loan (6.0% PIK) — — 9,532 — 7,149,166 — 7,149,166
— 29,368 9,532 — 16,731,534 — 16,731,534
MVC Private Equity Fund LP (e)
Limited Partnership Interest — — — — 8,899,284 — 8,899,284
General Partnership Interest — — 5,292 — 224,978 — 224,978
— — 5,292 — 9,124,262 — 9,124,262
Total Control Investments $ — $ 29,368 $ 14,824 $ — $ 25,855,796 $ — $ 25,855,796
(a) Equity and equity-linked investments are non-income producing, unless otherwise noted.
(b) Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Control category.
(c) Gross additions include increases in the cost basis of investments resulting from new investments and follow-on investments. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
(d) Gross reductions include decreases in the total cost basis of investments resulting from principal repayments or sales. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
(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").
(7) The fair value of the investment was determined using significant unobservable inputs.
(8) Non-accrual investment.
(9) Debt investment includes interest rate floor feature.
(10) The interest rate on these loans is subject to 1 Month LIBOR, which as of December 31, 2020 w as 0.14388%.
(11) The interest rate on these loans is subject to 2 Month LIBOR, which as of December 31, 2020 was 0.19038%.
(12) The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 2020 was 0.23838%.
(13) The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 2020 was 0.25763%.
(14) The interest rate on these loans is subject to 2 month GBP LIBOR, which as of December 31, 2020 was 0.06088%.
(15) The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of December 31, 2020 was 0.02550%.
(16) The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of December 31, 2020 was 0.02988%.
(17) The interest rate on these loans is subject to 1 Month EURIBOR, which as of December 31, 2020 was -0.55400%.
(18) The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2020 was -0.54500%.
(19) The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2020 was -0.526%.
(20) The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2020 was -0.08500%.
(21) The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2020 was 0.01000%.
(22) The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2020 was 0.01000%.
(23) Investment was purchased as part of the MVC Acquisition and is part of the Reference Portfolio for purposes of the MVC Credit Support Agreement.
(24) In 2017, MVC Capital, Inc. received $5.7 million of 9.5% second lien callable notes due in 2025, in lieu of an escrow to satisfy any indemnification claims associated with MVC Capital, Inc's sale of its equity investment in U.S. Gas & Electric. Effective January 1, 2018, the cost basis of the U.S. Gas second lien loan was decreased by approximately $3.0 million due to a working capital adjustment. This loan is still subject to indemnification adjustments.
See accompanying notes.
F-39
Barings BDC, Inc.
Notes to Consolidated Financial Statements
1. Organization, Business, Basis of Presentation and Summary of Significant Accounting Policies
Organization and Business
Barings BDC, Inc. (the "Company") and its wholly-owned subsidiaries are specialty finance companies. The Company currently operates as a closed-end, non-diversified investment company and has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company has elected for federal income tax purposes to be treated as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code").
The Asset Sale and Externalization Transactions
On April 3, 2018, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with BSP Asset Acquisition I, LLC (the "Asset Buyer"), an affiliate of Benefit Street Partners L.L.C., pursuant to which the Company agreed to sell its December 31, 2017 investment portfolio to the Asset Buyer for gross proceeds of $981.2 million in cash, subject to certain adjustments to take into account portfolio activity and other matters occurring since December 31, 2017 (such transaction referred to herein as the "Asset Sale Transaction").
Also on April 3, 2018, the Company entered into a stock purchase and transaction agreement (the "Externalization Agreement") with Barings LLC ("Barings" or the "Adviser"), through which Barings agreed to become the investment adviser to the Company in exchange for (1) a payment by Barings of $85.0 million directly to the Company’s stockholders, (2) an investment by Barings of $100.0 million in newly issued shares of the Company's common stock at net asset value and (3) a commitment from Barings to purchase up to $50.0 million of shares of the Company's common stock in the open market at prices up to and including the Company's then-current net asset value per share for a two-year period, after which Barings agreed to use any remaining funds from the $50.0 million to purchase additional newly issued shares of the Company's common stock at the greater of the Company's then-current net asset value per share and market price (collectively, the "Externalization Transaction"). The Asset Sale Transaction and the Externalization Transaction are collectively referred to as the "Transactions." The Transactions were approved by the Company's stockholders at the Company's July 24, 2018 special meeting of stockholders.
The Company's former wholly-owned subsidiaries, Triangle Mezzanine Fund LLLP (“Triangle SBIC”), Triangle Mezzanine Fund II LP (“Triangle SBIC II”) and Triangle Mezzanine Fund III LP (“Triangle SBIC III”) were specialty finance limited partnerships that were formed to make investments primarily in lower middle-market companies located throughout the United States. Each of Triangle SBIC, Triangle SBIC II and Triangle SBIC III held licenses to operate as Small Business Investment Companies (“SBICs”) under the authority of the United States Small Business Administration (“SBA”). In connection with the closing of the Asset Sale Transaction, the Company repaid all of its outstanding SBA-guaranteed debentures and surrendered the SBIC licenses held by Triangle SBIC, Triangle SBIC II, and Triangle SBIC III. The Company recognized a loss on extinguishment of debt of $3.5 million related to the repayment of its outstanding SBA-guaranteed debentures. Triangle SBIC, Triangle SBIC II, and Triangle SBIC III were dissolved during the year ended December 31, 2019.
The Externalization Transaction closed on August 2, 2018 (the "Externalization Closing"). Effective as of the Externalization Closing, the Company changed its name from Triangle Capital Corporation to Barings BDC, Inc. and on August 3, 2018 began trading on the New York Stock Exchange ("NYSE") under the symbol "BBDC."
In connection with the Externalization Closing, the following events occurred:
• On August 2, 2018, the Company entered into an investment advisory agreement (the "Original Advisory Agreement") and an administration agreement (the "Administration Agreement") with the Adviser pursuant to which the Adviser serves as the Company’s investment adviser and administrator and manages its investment portfolio which initially consisted primarily of the cash proceeds received in connection with the Asset Sale Transaction.
• On August 2, 2018, the Company issued 8,529,917 shares of the Company's common stock to the Adviser at a price of $11.723443 per share, or an aggregate of $100.0 million in cash, in a private transaction
F-40
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506 of Regulation D thereunder (the "Stock Issuance").
• On August 2, 2018, the Company entered into a registration rights agreement with the Adviser with respect to the shares of the Company's common stock acquired in the Stock Issuance.
• On August 7, 2018, the Company launched a $50.0 million issuer tender offer (the "Tender Offer"). Pursuant to the Tender Offer, on September 11, 2018, the Company purchased 4,901,961 shares of the Company's common stock at a purchase price of $10.20 per share, for an aggregate cost of approximately $50.0 million, excluding fees and expenses relating to the Tender Offer. The shares of common stock purchased in the Tender Offer represented approximately 8.7% of the Company’s issued and outstanding shares as of September 6, 2018.
• On September 24, 2018, the Adviser entered into a Rule 10b5-1 Purchase Plan, (the "10b5-1 Plan"), that qualified for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the 10b5-1 Plan, an independent broker made purchases of shares of the Company's common stock on the open market on behalf of the Adviser in accordance with purchase guidelines specified in the 10b5-1 Plan. The 10b5-1 Plan was established in accordance with the Adviser's obligation under the Externalization Agreement to enter into a trading plan pursuant to which the Adviser committed to purchase $50.0 million in value of shares in open market transactions through an independent broker. The maximum aggregate purchase price of all shares purchased under the 10b5-1 Plan was $50.0 million. On February 11, 2019, the Adviser fulfilled its obligations under the 10b5-1 Plan to purchase an aggregate amount of $50.0 million in shares of the Company's common stock and the 10b5-1 Plan terminated in accordance with its terms. Upon completion of the 10b5-1 Plan, the Adviser had purchased 5,084,302 shares of the Company's common stock pursuant to the 10b5-1 Plan and as of December 31, 2021, owned a total of 13,639,681 shares of our common stock, or 20.9% of the total shares outstanding.
Organization
The Company is a Maryland corporation incorporated on October 10, 2006. Prior to the Externalization Transaction, the Company was internally managed by its executive officers under the supervision of the Board. During this period, the Company did not pay management or advisory fees, but instead incurred the operating costs associated with employing executive management and investment and portfolio management professionals. On August 2, 2018, the Company entered into the Original Advisory Agreement and became an externally-managed BDC managed by the Adviser. An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an investment advisory agreement and administration agreement. Instead of the Company directly compensating employees, the Company pays the Adviser for investment and management services pursuant to the terms of the Amended and Restated Advisory Agreement (as defined in “Note 2 - Agreements and Related Party Transactions”) (and, prior to January 1, 2021, under the terms of the Original Advisory Agreement) and the Administration Agreement. See “Note 2 - Agreements and Related Party Transactions” for additional information regarding the Company’s investment advisory agreement and administration agreement.
Basis of Presentation
The financial statements of the Company include the accounts of Barings BDC, Inc. and its wholly-owned subsidiaries. The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidation. The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company's investment portfolio is carried on the Consolidated Balance Sheets at fair value, as discussed below under
F-41
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
Significant Accounting Policies - Valuation of Investments , with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Consolidated Statements of Operations.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All financial data and information included in these financial statements have been presented on the basis described above. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.
Recently Issued Accounting Standards
In March 2020, the FASB issued Accounting Standards Update, 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
Share Repurchase Plan
On February 25, 2019, the Company adopted a share repurchase plan, pursuant to Board approval, for the purpose of repurchasing shares of the Company's common stock in the open market during the 2019 fiscal year (the "2019 Share Repurchase Plan"). The Board authorized the Company to repurchase in 2019 up to a maximum of 5.0% of the amount of shares outstanding under the following targets:
• a maximum of 2.5% of the amount of shares of the Company's common stock outstanding if shares traded below NAV per share but in excess of 90% of NAV per share; and
• a maximum of 5.0% of the amount of shares of the Company's common stock outstanding if shares traded below 90% of NAV per share.
The 2019 Share Repurchase Plan was executed in accordance with applicable rules under the Exchange Act including Rules 10b5-1 and 10b-18 thereunder, as well as certain price, market volume and timing constraints specified in the 2019 Share Repurchase Plan. The 2019 Share Repurchase Plan was designed to allow the Company to repurchase its shares both during its open window periods and at times when it otherwise might be prevented from doing so under applicable insider trading laws or because of self-imposed trading blackout periods. A broker selected by the Company was delegated the authority to repurchase shares on the Company's behalf in the open market, pursuant to, and under the terms and limitations of, the 2019 Share Repurchase Plan. During the year ended December 31, 2019, the Company repurchased a total of 2,333,261 shares of its common stock in the open market under the 2019 Share Repurchase Plan at an average price of $10.01 per share, including broker commissions.
On February 27, 2020, the Board approved an open-market share repurchase program for the 2020 fiscal year (the “2020 Share Repurchase Program”). Under the 2020 Share Repurchase Program, the Company was authorized during fiscal year 2020 to repurchase up to a maximum of 5.0% of the amount of shares outstanding as of February 27, 2020 if shares traded below NAV per share, subject to liquidity and regulatory constraints.
Purchases under the 2020 Share Repurchase Program were made in open-market transactions and included transactions being executed by a broker selected by the Company that had been delegated the authority to repurchase shares on the Company's behalf in the open market in accordance with applicable rules under the Exchange Act, including Rules 10b5-1 and 10b-18 thereunder, and pursuant to, and under the terms and limitations of, the 2020 Share Repurchase Program. During the year ended December 31, 2020, the Company repurchased a total of 989,050 shares of its common stock in the open market under the 2020 Share Repurchase Program at an average price of $7.21 per share, including broker commissions.
F-42
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
In connection with the completion of the Company’s acquisition of MVC Capital, Inc. (“MVC”), a Delaware corporation, on December 23, 2020 (the “MVC Acquisition”), the Company committed to make open-market purchases of shares of its common stock in an aggregate amount of up to $15.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed NAV per share. 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. During the year ended December 31, 2021, the Company did not repurchase any shares under the authorized program.
Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Valuation of Investments
The Company has a valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures ("ASC Topic 820"). The Company's current valuation policy and processes were established by the Adviser and were approved by the Board.
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.
Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Company determines the fair value of its investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Company assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
F-43
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Investment Valuation Process
The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser's pricing committee.
At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e. exit prices).
The Company's money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured products are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company's middle-market, private debt and equity investments are generally valued using Level 3 inputs.
Independent Valuation
For the year ended December 31, 2019, the Company engaged an independent valuation firm to provide third-party valuation consulting services at the end of each fiscal quarter which consisted of certain limited procedures that the Company identified and requested the valuation firm to perform (hereinafter referred to as the "Procedures"). The Procedures generally consisted of a review of the quarterly fair values of the Company's middle-market investments, and were generally performed with respect to each investment every quarter beginning in the quarter after the investment was made.
Beginning with the first quarter of 2020, the Company revised its valuation process to require that the Procedures generally be performed with respect to each middle-market investment at least once in every calendar year and for new investments, at least once in the twelve-month period subsequent to the initial investment. In addition, the Procedures were generally performed with respect to an investment where there was a significant change in the fair value or performance of the investment.
Beginning with the fourth quarter of 2020, the fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic
F-44
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use in making valuation recommendations to the Board, and will report to the Board on its rationale for each such determination. Barings 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. If Barings’ 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. In certain instances, we may determine that it is not cost-effective, and as a result is not in the stockholders' best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio. Pursuant to these procedures, the Board determines in good faith whether our investments were valued at fair value in accordance with our valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, our Audit Committee and the independent valuation firm.
Valuation Techniques
The Company's valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. 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. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Company will utilize alternative approaches such as broker quotes or manual prices. The Company attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.
Valuation of Investments in Jocassee, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are investment companies with no readily determinable fair values, the Company estimates the fair value of the Company’s investments in these entities using net asset value of each company and the Company’s ownership percentage as a practical expedient. The net asset value is determined in accordance with the specialized accounting guidance for investment companies.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
Level 3 Unobservable Inputs
The following tables summarize the significant unobservable inputs the Company used in the valuation of its Level 3 debt and equity securities as of December 31, 2021 and 2020. The weighted average range of unobservable inputs is based on fair value of investments.
December 31, 2021:
Fair Value Valuation
Model Level 3
Input Range of
Inputs Weighted
Average Impact to Valuation from an Increase in Input
Senior debt and 1 st lien notes (1)
$ 717,374,281 Yield Analysis Market Yield 5.2% – 33.5% 7.7% Decrease
416,010,236 Recent Transaction Transaction Price 96.5% – 99.0% 97.7% Increase
Subordinated debt and 2 nd lien notes (2)
107,345,323 Yield Analysis Market Yield 5.3% – 19.0% 11.5% Decrease
64,895,063 Market Approach Adjusted EBITDA Multiple 0.6x – 9.0x 5.67x Increase
40,353,543 Recent Transaction Transaction Price 97.0% – 100.0% 98.0% Increase
Equity shares (3)
137,393,404 Market Approach Adjusted EBITDA Multiple 5.5x – 54.0x 13.1x Increase
6,197,037 Expected Transaction (4)
Transaction Price $6,197,037 $6,197,037 Increase
4,545,542 Recent Transaction Transaction Price $1.0 – $1,000 $140.03 Increase
Equity warrants 863,949 Market Approach Adjusted EBITDA Multiple 5.0x-6.0x 6.0x Increase
(1) Excludes investments with an aggregate fair value amounting to $3,938,412, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2) Excludes investments with an aggregate fair value amounting to $17,974,944, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3) Excludes investments with an aggregate fair value amounting to $3,145,740, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4) Estimated proceeds expected to be received under legally binding asset purchase agreement for sale of real estate held by portfolio company.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
December 31, 2020:
Fair Value Valuation
Model Level 3
Input Range of
Inputs Weighted
Average Impact to Valuation from an Increase in Input
Senior debt and 1 st lien notes (1)
$ 650,550,710 Yield Analysis Market Yield 4.7% – 16.2% 7.4% Decrease
3,000,000 Liquidation Analysis Adjusted EBITDA Multiple 0.05x – 0.15x 0.10x Increase
399,692,333 Recent Transaction Transaction Price 96.0% – 100.0% 97.8% Increase
Subordinated debt and 2 nd lien notes (2)
109,851,771 Yield Analysis Market Yield 6.0% – 26.0% 16.7% Decrease
13,933,960 Market Approach Adjusted EBITDA Multiple 5.0x – 6.0x 5.50x Increase
4,959,088 Recent Transaction Transaction Price 100% 100% Increase
Equity shares (3)
39,178,157 Market Approach Adjusted EBITDA Multiple 0.8x – 11.8x 4.80x Increase
4,752,997 Real Estate - Cost Approach Replacement Cost (CZK/m2) 1,237 to 1,892 1,892 Increase
Real Estate - Cost Approach Depreciation Factor 0.50 to 1.00 0.81 Increase
Real Estate - Income Approach Market Rent
CZK/Year CZK5,011,718 to CZK8,700,000 CZK5,011,718 Increase
Real Estate - Income Approach Cap Rate 6.0% to 7.0% 6.5% Decrease
Real Estate - Income Approach Adj. Factor for
Development Zone n/a 1.15 Increase
227,200 Recent Transaction Transaction Price $1,000 $1,000 Increase
Equity warrants 1,133,781 Market Approach Adjusted EBITDA Multiple 4.8x-9.0x 6.0x Increase
(1) Excludes investments with an aggregate fair value amounting to $2,474,068, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(2) Excludes investments with an aggregate fair value amounting to $2,075,117, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(3) Excludes investments with an aggregate fair value amounting to $68,670, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
Unsettled Purchases and Sales of Investments
Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchases and sales of the Company's syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and recognizes interest income equal to the applicable margin ("spread") beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.
Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, "Control Investments" are investments in those companies that the Company is deemed to "Control." "Affiliate Investments" are investments in those companies that are "Affiliated Persons" of the Company, as defined in the 1940 Act, other than Control Investments. "Non-Control / Non-Affiliate Investments" are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. Generally, under the 1940 Act, “Affiliate Investments” that are not otherwise “Control Investments” are defined as investments in which the Company owns at least 5.0%, up to 25.0% (inclusive), of the voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
Short-Term Investments
Short-term investments represent investments in money market funds.
Deferred Financing Fees
Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.
Investment Income
Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of December 31, 2021, the Company had two investments that were on non-accrual. As of December 31, 2020, the Company had one investment that was on non-accrual. Dividend income is recorded on the ex-dividend date.
Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain payment-in-kind ("PIK") interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements ("Loan Origination Fees") are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and loan waiver and amendment fees, and are recorded as investment income when earned.
Fee income for the years ended December 31, 2021, 2020 and 2019 was as follows:
Year Ended December 31
2021 2020 2019
Recurring Fee Income:
Amortization of loan origination fees $ 4,620,259 $ 2,179,859 $ 914,197
Management, valuation and other fees 2,185,600 867,465 275,510
Total Recurring Fee Income 6,805,859 3,047,324 1,189,707
Non-Recurring Fee Income:
Prepayment fees 474,499 84,151 59,617
Acceleration of unamortized loan origination fees 4,823,674 536,906 694,971
Advisory, loan amendment and other fees 916,212 412,255 172,525
Total Non-Recurring Fee Income 6,214,385 1,033,312 927,113
Total Fee Income $ 13,020,244 $ 4,080,636 $ 2,116,820
Compensation Expenses
Compensation expenses generally include salaries, discretionary compensation, equity-based compensation and benefits.
General and Administrative Expenses
General and administrative expenses include administrative costs, facilities costs, insurance, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating as a publicly-traded company.
Segments
The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.
Concentration of Credit Risk
As of both December 31, 2021 and 2020, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of December 31, 2021 and December 31, 2020, the Company’s largest single portfolio company investment, excluding short-term investments, represented approximately 5.5% 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, can fluctuate
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
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.
As of December 31, 2021, all of the Company's assets were or will be pledged as collateral for the February 2019 Credit Facility.
Investments Denominated in Foreign Currency
As of December 31, 2021 the Company held one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, five investments that were denominated in Australian dollars, one investment that was denominated in Swedish kronas, 36 investments that were denominated in Euros and 18 investments that were denominated in British pounds sterling. As of December 31, 2020, the Company held two investments that were denominated in Australian dollars, one i nvestment that was denominated in Swedish kronas, 17 investments that were denominated in Euros and 11 investments that were denominated in British pounds sterling.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. 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.
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. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company's Consolidated Statements of Operations.
In addition, during the years ended December 31, 2021 and 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 Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
Dividends and Distributions
Dividends and distributions to common stockholders are approved by the Board and dividends payable are recorded on the ex-dividend date.
The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, when the Company declares a dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of the Company’s common stock, rather than receiving cash dividends.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
The table below summarizes the Company’s dividends and distributions in the three years ended December 31, 2021:
Declared Record Payable Per Share
Amount Amount
Paid in
Cash Amount Settled via Newly Issued Shares Total
February 27, 2019 March 13, 2019 March 20, 2019 $ 0.12 $ 6,107,000 $ — $ 6,107,000
May 9, 2019 June 12, 2019 June 19, 2019 0.13 6,541,000 — 6,541,000
July 26, 2019 September 11, 2019 September 18, 2019 0.14 6,935,000 — 6,935,000
October 29, 2019 December 11, 2019 December 18, 2019 0.15 7,345,000 — 7,345,000
Total 2019 dividends and distributions $ 0.54 $ 26,928,000 $ — $ 26,928,000
February 27, 2020 March 11, 2020 March 18, 2020 $ 0.16 $ 7,824,000 $ — $ 7,824,000
April 30, 2020 June 10, 2020 June 17, 2020 0.16 7,674,000 — 7,674,000
August 5, 2020 September 9, 2020 September 16, 2020 0.16 7,674,000 — 7,674,000
November 9, 2020 November 25, 2020 December 2, 2020 0.17 8,153,000 — 8,153,000
Total 2020 dividends and distributions $ 0.65 $ 31,325,000 $ — $ 31,325,000
February 7, 2021 March 10, 2021 March 17, 2021 $ 0.19 $ 12,410,056 $ — $ 12,410,056
May 6, 2021 June 9, 2021 June 16, 2021 0.20 13,063,217 — 13,063,217
August 5, 2021 September 8, 2021 September 15, 2021 0.21 13,716,378 — 13,716,378
November 9, 2021 November 24, 2021 December 1, 2021 0.22 14,369,539 — 14,369,539
Total 2021 dividends and distributions $ 0.82 $ 53,559,190 $ — $ 53,559,190
Per Share Amounts
Per share amounts included in the Consolidated Statements of Operations are computed by dividing net investment income and net increase in net assets resulting from operations by the weighted average number of shares of common stock outstanding for the period. As the Company has no common stock equivalents outstanding, diluted per share amounts are the same as basic per share amounts. Net asset value per share is computed by dividing total net assets by the number of common shares outstanding as of the end of the period.
2. Agreements and Related Party Transactions
On August 2, 2018, the Company entered into the Original Advisory Agreement and the Administration Agreement with the Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended. In connection with the MVC Acquisition (as defined in “Note 10 – MVC Capital, Inc. Acquisition”) , on December 23, 2020, the Company entered into an amended and restated investment advisory agreement (the “Amended and Restated Advisory Agreement”) with the Adviser , following approval of the Amended and Restated Advisory Agreement by the Company’s stockholders at its December 23, 2020 special meeting of stockholders. The terms of the Amended and Restated Advisory Agreement became effective on January 1, 2021.
The Amended and Restated Advisory Agreement amended the Original Advisory Agreement to, among other things, (i) reduce the annual base management fee payable to the Adviser from 1.375% to 1.250% of the Company’s gross assets, (ii) reset the commencement date for the rolling 12-quarter “look-back” provision used to calculate the income incentive fee and incentive fee cap to January 1, 2021 from January 1, 2020 and (iii) describe the fact that the Company may enter into guarantees, sureties and other credit support arrangements with respect to one or more of its investments, including the impact of these arrangements on the income incentive fee cap.
Investment Advisory Agreement
Pursuant to the Amended and Restated Advisory Agreement, the Adviser manages the Company's day-to-day operations and provides the Company with investment advisory services. Among other things, the Adviser (i) determines the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes, closes, services and monitors the investments that the Company makes;
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
(iv) determines the securities and other assets that the Company will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.
The Amended and Restated Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the "IA Indemnified Parties"), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Amended and Restated Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the Amended and Restated Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the Amended and Restated Advisory Agreement is not adversely affected.
The Adviser has entered into a personnel-sharing arrangement with its affiliate, Baring International Investment Limited ("BIIL"). BIIL is a wholly-owned subsidiary of Baring Asset Management Limited, which in turn is an indirect, wholly-owned subsidiary of the Adviser. Pursuant to this arrangement, certain employees of BIIL may serve as "associated persons" of the Adviser and, in this capacity, subject to the oversight and supervision of the Adviser, may provide research and related services, and discretionary investment management and trading services (including acting as portfolio managers) to the Company on behalf of the Adviser. This arrangement is based on no-action letters of the staff of the Securities and Exchange Commission (the "SEC") that permit SEC-registered investment advisers to rely on and use the resources of advisory affiliates or "participating affiliates," subject to the supervision of that SEC-registered investment adviser. BIIL is a "participating affiliate" of the Adviser, and the BIIL employees are "associated persons" of the Adviser.
Under the Amended and Restated Advisory Agreement, the Company pays the Adviser (i) a base management fee (the "Base Management Fee") and (ii) an incentive fee (the "Incentive Fee") as compensation for the investment advisory and management services it provides the Company thereunder.
Pre-January 1, 2021 Base Management Fee
For the period from January 1, 2020 through December 31, 2020, the Base Management Fee was calculated based on the Company's gross assets, including the MVC Credit Support Agreement, assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.375%. The annual rate of the Base Management Fee was 1.125% for the period commencing on January 1, 2019 through December 31, 2019.
The Base Management Fee was payable quarterly in arrears on a calendar quarter basis. The Base Management Fee was calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter were appropriately pro-rated.
Post-December 31, 2020 Base Management Fee
Beginning January 1, 2021, the Base Management Fee is calculated based on the Company’s gross assets, including the MVC Credit Support Agreement, assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents, at an annual rate of 1.25%. The Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee will be calculated based on the average value of the Company’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter will be appropriately pro-rated.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
For the year ended December 31, 2021, the Base Management Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was approximately $19.5 million. For the years ended December 31, 2020 and December 31, 2019, the Base Management Fee determined in accordance with the terms of the Original Advisory Agreement was approximately $14.3 million and $12.1 million, respectively. As of December 31, 2021, the Base Management Fee of $5.4 million for the three months ended December 31, 2021 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheets. As of December 31, 2020, the Base Management Fee of $3.4 million for the three months ended December 31, 2020 was unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheets.
Pre-January 1, 2021 Incentive Fee
For the period from August 2, 2018 through December 31, 2020, under the Original Advisory Agreement, the Incentive Fee was comprised of two parts: (1) a portion based on the Company’s pre-incentive fee net investment income (the "Pre-2021 Income-Based Fee") and (2) a portion based on the net capital gains received on the Company’s portfolio of securities on a cumulative basis for each calendar year, net of all realized capital losses and all unrealized capital depreciation for that same calendar year (the "Pre-2021 Capital Gains Fee").
The Pre-2021 Income-Based Fee was calculated as follows:
(i) For each quarter from and after August 2, 2018 through December 31, 2019 (the "Pre-2020 Period"), the Pre-2021 Income-Based Fee was calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter for which such fees were being calculated. In respect of the Pre-2020 Period, "Pre-Incentive Fee Net Investment Income" meant interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant calendar quarter, minus the Company’s operating expenses for such quarter (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income included, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income did not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
(ii) For each quarter beginning on and after January 1, 2020 (the "Post-2019 Period"), the Pre-2021 Income-Based Fee was calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter and the eleven preceding calendar quarters (or such fewer number of preceding calendar quarters counting each calendar quarter beginning on or after January 1, 2020) (each such period referred to as the "Pre-2021 Trailing Twelve Quarters") for which such fees were being calculated and was payable promptly following the filing of the Company’s financial statements for such quarter. In respect of the Post-2019 Period, "Pre-Incentive Fee Net Investment Income" meant interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the relevant Pre-2021 Trailing Twelve Quarters, minus the Company’s operating expenses for such Pre-2021 Trailing Twelve Quarters (including the Base Management Fee, expenses payable under the Administration Agreement, any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee) divided by the number of quarters that comprise the relevant Pre-2021 Trailing Twelve Quarters. Pre-Incentive Fee Net Investment Income included, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income did not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
(iii) Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less senior securities constituting indebtedness and preferred stock) at the
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
end of the calendar quarter for which such fees were being calculated, was compared to a "hurdle rate", expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed calendar quarter, of 2% per quarter (8% annualized). The Company paid the Adviser the Pre-2021 Income-Based Fee with respect to the Company’s Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:
(1) (a) With respect to the Pre-2020 Period, no Pre-2021 Income-Based Fee for any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) did not exceed the hurdle rate;
(b) With respect to the Post-2019 Period, no Pre-2021 Income-Based Fee for any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) did not exceed the hurdle rate;
(2) (a) With respect to the Pre-2020 Period, 100% of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income for such quarter, if any, that exceeded the hurdle rate but was less than 2.5% (10% annualized) (the "Pre-2020 Catch-Up Amount"). The Pre-2020 Catch-Up Amount was intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) when the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) reached 2% per quarter (8% annualized);
(b) With respect to the Post-2019 Period, 100% of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above), if any, that exceeded the hurdle rate but was less than 2.5% (10% annualized) (the "Post-2019 Catch-Up Amount"). The Post-2019 Catch-Up Amount was intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) when the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) reached 2% per quarter (8% annualized);
(3) (a) With respect to the Pre-2020 Period, 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (i) above) for such quarter, if any, that exceeded the Pre-2020 Catch-Up Amount; and
(b) With respect to the Post-2019 Period, 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above) for any calendar quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income (as defined in paragraph (ii) above), if any, that exceeded the Post-2019 Catch-Up Amount.
However, with respect to the Post-2019 Period, the Pre-2021 Income-Based Fee paid to the Adviser would in no event be in excess of the Pre-2021 Incentive Fee Cap. With respect to the Post-2019 Period, the "Pre-2021 Incentive Fee Cap" for any quarter was an amount equal to (a) 20% of the Cumulative Net Return (as defined below) during the relevant Pre-2021 Trailing Twelve Quarters minus (b) the aggregate Pre-2021 Income-Based Fee that was paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Pre-2021 Trailing Twelve Quarters.
Cumulative Net Return meant (x) the aggregate net investment income in respect of the relevant Pre-2021 Trailing Twelve Quarters minus (y) any Net Capital Loss (as defined below), if any, in respect of the relevant Pre-2021 Trailing Twelve Quarters. If, in any quarter, the Pre-2021 Incentive Fee Cap was zero or a negative value, the Company paid no Pre-2021 Income-Based Fee to the Adviser for such quarter. If, in any quarter, the Pre-2021 Incentive Fee Cap for such quarter was a positive value but was less than the Pre-2021 Income-Based Fee that was payable to the Adviser for such quarter (before giving effect to the Pre-2021 Incentive Fee Cap) calculated as described above, the Company paid a Pre-2021 Income-Based Fee to the Adviser equal to the Pre-2021 Incentive
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Notes to Consolidated Financial Statements — (Continued)
Fee Cap for such quarter. If, in any quarter, the Pre-2021 Incentive Fee Cap for such quarter was equal to or greater than the Pre-2021 Income-Based Fee that was payable to the Adviser for such quarter (before giving effect to the Pre-2021 Incentive Fee Cap) calculated as described above, the Company paid an Pre-2021 Income-Based Fee to the Adviser equal to the Pre-2021 Income-Based Fee calculated as described above for such quarter without regard to the Pre-2021 Incentive Fee Cap.
Net Capital Loss in respect of a particular period meant the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
The Pre-2021 Capital Gains Fee was determined and payable in arrears as of the end of each calendar year, commencing with the calendar year ended on December 31, 2018, and was calculated at the end of each applicable year by subtracting (1) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company’s cumulative aggregate realized capital gains, in each case calculated from August 2, 2018. If such amount was positive at the end of such year, then the Pre-2021 Capital Gains Fee payable for such year was equal to 20% of such amount, less the cumulative aggregate amount of Pre-2021 Capital Gains Fees paid in all prior years. If such amount was negative, then there was no Pre-2021 Capital Gains Fee payable for such year.
Post-December 31, 2020 Incentive Fee
Beginning January 1, 2021, the Incentive Fee continues to consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. Under the Amended and Restated Advisory Agreement, a portion of the Incentive Fee is based on the Company's income (the “ Income-Based Fee”) and a portion is based on the Company's capital gains (the “Capital Gains Fee”), each as described below:
(i) The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of the Company's first eleven calendar quarters that commences on or after January 1, 2021) (in either case, the “Trailing Twelve Quarters”) exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Quarters. The Hurdle Amount will be determined on a quarterly basis, and will be calculated by multiplying 2.0% (8% annualized) by the aggregate of the Company's net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. For this purpose, under the Amended and Restated Advisory Agreement, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that we have not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus the Company's operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Income-Based Fee and the Capital Gains Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation:
The calculation of the Income-Based Fee for each quarter is as follows:
(A) No Income-Based Fee will be payable to the Adviser in any calendar quarter in which the Company's aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters does not exceed the Hurdle Amount;
(B) 100% of the Company's aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 2.5% (10% annualized) by the
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Notes to Consolidated Financial Statements — (Continued)
Company's net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 20% on all of the Company's Pre-Incentive Fee Net Investment Income when the Company's Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Quarters; and
(C) For any quarter in which the Company's aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Quarters exceeds the Catch-Up Amount, the Income-Based Fee shall equal 20% of the amount of the Company's Pre-Incentive Fee Net Investment Income for such Trailing Twelve Quarters, as the Hurdle Amount and Catch-Up Amount will have been achieved.
Subject to the Incentive Fee Cap described below, the amount of the Income-Based Fee that will be paid to the Adviser for a particular quarter will equal the excess of the aggregate Income-Based Fee so calculated less the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
(ii) The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fee that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means (x) Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, we will pay no Income-Based Fee to the Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Income-Based Fee calculated in accordance with paragraph (i) above, we will pay the Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Income-Based Fee calculated in accordance with paragraph (i) above, we will pay the Adviser the Income-Based Fee for such quarter.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company's assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company's assets (including, for the avoidance of doubt, the value ascribed to any credit support arrangement in the Company's financial statements even if such value is not categorized as a gain therein), whether realized or unrealized, in such period.
(iii) The second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Amended and Restated Advisory Agreement), commencing with the calendar year ended on December 31, 2018, and is calculated at the end of each applicable year by subtracting (1) the sum of the Company's cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Company's cumulative aggregate realized capital gains, in each case calculated from August 2, 2018. If such amount is positive at the end of such year, then the Capital Gains Fee payable for such year is equal to 20% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years commencing with the calendar year ended on December 31, 2018. If such amount is negative, then there is no Capital Gains Fee payable for such year. If this Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee.
Under the Amended and Restated Advisory Agreement, the "cumulative aggregate realized capital gains" are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company's portfolio when sold and (b) the accreted or amortized cost basis of such investment.
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Notes to Consolidated Financial Statements — (Continued)
The cumulative aggregate realized capital losses are calculated as the sum of the differences, if negative, between (a) the net sales price of each investment in the Company's portfolio when sold and (b) the accreted or amortized cost basis of such investment.
The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company's portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.
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.
For the year ended December 31, 2021, the Income-Based Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was $14.7 million. As of December 31, 2021, the Income-Based Fee of $4.1 million for the three months ended December 31, 2021 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet. The Company did not pay any Pre-2021 Income-Based Fee for the years ended December 31, 2020 and 2019.
The Company did not incur any capital gains fees for the years ended December 31, 2021, 2020 and 2019.
Payment of Company Expenses
Under the Amended and Restated Advisory Agreement, all investment professionals of the Adviser and its staff, when and to the extent engaged in providing services required to be provided by the Adviser under the Amended and Restated Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser and not by the Company, except that all costs and expenses relating to the Company's operations and transactions, including, without limitation, those items listed in the Amended and Restated Advisory Agreement, will be borne by the Company.
Administration Agreement
Under the terms of the Administration Agreement, the Adviser performs (or oversees, or arranges for, the performance of) the administrative services necessary for the operation of the Company, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Adviser, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Adviser also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, valuation experts, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
The Company will reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. The costs and expenses incurred by the Adviser on behalf of the Company under the Administration Agreement include, but are not limited to:
• the allocable portion of the Adviser’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;
• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the
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Notes to Consolidated Financial Statements — (Continued)
allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;
• the actual cost of goods and services used for the Company and obtained by the Adviser from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;
• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and
• 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.
For the years ended December 31, 2021 and 2020, the Company incurred and was invoiced by the Adviser for expenses of approximately $2.5 million and $1.6 million, respectively, under the terms of the Administration Agreement. For the year ended December 31, 2019, the Company incurred and was invoiced by the Adviser for expenses of approximately $2.3 million. As of December 31, 2021, the administrative expenses of $0.8 million incurred for the three months ended December 31, 2021 were unpaid and included in "Administrative fees payable" in the accompanying Consolidated Balance Sheets. As of December 31, 2020, the administrative expenses of $0.7 million incurred for the three months ended December 31, 2020 were unpaid and included in "Administrative fees payable" in the accompanying Consolidated Balance Sheets.
MVC Credit Support Agreement
In connection with the MVC Acquisition, on December 23, 2020, promptly following the closing of the MVC Merger (as defined in “Note 10 – MVC Capital, Inc. Acquisition”) , the Company entered into a Credit Support Agreement (the “MVC Credit Support Agreement”) with the Adviser, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. A summary of the material terms of the MVC Credit Support Agreement are as follows:
• The MVC Credit Support Agreement covers all of the investments in the Reference Portfolio.
• The Adviser has an obligation to provide credit support to the Company in an amount equal to the excess of (1) the aggregate realized and unrealized losses on the Reference Portfolio over (2) the aggregate realized and unrealized gains on the Reference Portfolio, in each case from the date of the closing of the MVC Merger through the Designated Settlement Date (up to a $23.0 million cap) (such amount, the “Covered Losses”). For purposes of the MVC Credit Support Agreement, “Designated Settlement Date” means the earlier of (1) January 1, 2031 and (2) the date on which the entire Reference Portfolio has been realized or written off. No credit support is required to be made by the Adviser to the Company under the MVC Credit Support Agreement if the aggregate realized and unrealized gains on the Reference Portfolio exceed realized and unrealized losses of the Reference Portfolio on the Designated Settlement Date.
• The Adviser will settle any credit support obligation under the MVC Credit Support Agreement as follows. If the Covered Losses are greater than $0.00, then, in satisfaction of the Adviser’s obligation set forth in the MVC Credit Support Agreement, the Adviser will irrevocably waive during the Waiver Period (as defined below) (1) the incentive fees payable under the Amended and Restated Advisory Agreement (including any incentive fee calculated on an annual basis during the Waiver Period), and (2) in the event that Covered Losses exceed such incentive fee, the base management fees payable under the Amended and Restated Advisory Agreement. The “Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the Designated Settlement Date occurs. If the Covered Losses exceed the aggregate amount of incentive fees and base management fees waived by the Adviser during the Waiver Period, then, on the date on which the last incentive fee or base management fee payment would otherwise be due during the Waiver Period, the Adviser shall make a cash payment to the Company equal to the
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Notes to Consolidated Financial Statements — (Continued)
positive difference between the Covered Losses and the aggregate amount of incentive fees and base management fees previously waived by the Adviser during the Waiver Period.
• The MVC Credit Support Agreement and the rights of the Company thereunder shall automatically terminate if the Adviser (or an affiliate of the Adviser) ceases to serve as the investment adviser to the Company or any successor thereto, other than as a result of the voluntary termination by the Adviser of its investment advisory agreement with the Company. In the event of such a voluntary termination by the Adviser of the then-current investment advisory agreement with the Company, the Adviser will remain obligated to provide the credit support contemplated by the MVC Credit Support Agreement. 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 MVC Credit Support Agreement.
The MVC Credit Support Agreement is intended to give stockholders of the combined company downside protection from net cumulative realized and unrealized losses on the acquired MVC portfolio and insulate the combined company’s stockholders from potential value volatility and losses in MVC’s portfolio following the closing of the MVC Merger. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with the MVC Credit Support Agreement. Any cash payment from the Adviser to the Company under the MVC Credit Support Agreement will be excluded from the combined company’s incentive fee calculations under the Amended and Restated Advisory Agreement.
When the Company and the Adviser entered into the MVC Credit Support Agreement, it was accounted for as a deemed contribution from the Adviser and was included in "Additional paid-in capital" in the accompanying Consolidated Balance Sheets. In addition, the MVC Credit Support Agreement is accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging , and is included in "Credit support agreement" in the accompanying Consolidated Balance Sheets.
3. Investments
Portfolio Composition
The Company invests predominately in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries, as well as syndicated senior secured loans, structured product investments, bonds and other fixed income securities. Structured product investments include collateralized loan obligations and asset-backed securities. The Adviser's existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser's affiliated private funds and SEC-registered funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
The cost basis of the Company's debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and PIK interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, are shown in the following tables:
Cost Percent of
Total
Portfolio Fair Value Percent of
Total
Portfolio Percent of
Total
Net Assets
December 31, 2021:
Senior debt and 1 st lien notes
$ 1,217,899,217 68 % $ 1,221,597,953 68 % 165 %
Subordinated debt and 2 nd lien notes
253,550,848 14 240,036,808 13 32
Structured products 37,054,829 2 40,270,659 2 6
Equity shares 145,790,765 8 154,476,657 9 21
Equity warrants 1,111,602 — 1,107,543 — —
Investments in joint ventures / PE fund 132,416,803 8 143,104,332 8 19
$ 1,787,824,064 100 % $ 1,800,593,952 100 % 243 %
December 31, 2020:
Senior debt and 1 st lien notes
$ 1,167,436,742 79 % $ 1,171,250,512 79 % 163 %
Subordinated debt and 2 nd lien notes
137,776,808 9 138,767,120 9 19
Structured products 30,071,808 2 32,508,845 2 5
Equity shares 44,693,645 3 44,651,114 3 6
Equity warrants 1,235,383 — 1,300,197 — —
Investment in joint venture 39,282,532 3 41,759,922 3 6
Short-term investments 65,558,227 4 65,558,227 4 9
$ 1,486,055,145 100 % $ 1,495,795,937 100 % 208 %
During the year ended December 31, 2021, the Company made 112 new investments totaling $1,069.4 million, made investments in existing portfolio companies totaling $234.0 million, made a new joint venture equity investment totaling $13.7 million, made an additional investments existing joint venture equity portfolio companies totaling $79.4 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.
During the year ended December 31, 2020, the Company made 76 new investments totaling $743.2 million, purchased $185.0 million of investments as part of the MVC Acquisition, made investments in existing portfolio companies totaling $114.6 million, made a new joint venture equity investment totaling $10.0 million and made an additional investment in one existing joint venture equity portfolio company totaling $10.0 million.
During the year ended December 31, 2019, the Company made 43 new investments totaling $425.9 million, investments in existing portfolio companies totaling $14.0 million and made one new joint venture equity investment totaling $10.2 million.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at December 31, 2021 and December 31, 2020, excluding short-term investments, was as follows:
December 31, 2021 Percent of Portfolio December 31, 2020 Percent of Portfolio
Aerospace and Defense $ 91,128,494 5.1 % $ 82,501,170 5.8 %
Automotive 55,875,164 3.1 61,581,980 4.3
Banking, Finance, Insurance and Real Estate 208,397,175 11.6 99,099,552 6.9
Beverage, Food and Tobacco 38,984,756 2.2 15,404,126 1.1
Capital Equipment 42,916,165 2.4 30,899,579 2.2
Chemicals, Plastics, and Rubber 32,234,304 1.8 32,378,972 2.3
Construction and Building 62,083,040 3.4 59,861,616 4.2
Consumer goods: Durable 47,315,953 2.6 38,165,784 2.7
Consumer goods: Non-durable 28,305,788 1.6 28,081,580 2.0
Containers, Packaging and Glass 10,218,137 0.6 9,018,983 0.6
Energy: Electricity 12,190,087 0.7 17,627,935 1.2
Energy: Oil and Gas 5,774,031 0.3 788,105 0.1
Environmental Industries 8,080,699 0.4 — —
Healthcare and Pharmaceuticals 134,285,598 7.5 142,708,050 10.0
High Tech Industries 139,590,064 7.7 152,413,985 10.6
Hotel, Gaming and Leisure 27,552,728 1.5 10,682,093 0.7
Investment Funds and Vehicles 143,104,333 7.9 41,759,922 2.9
Media: Advertising, Printing and Publishing 46,414,314 2.6 54,123,033 3.8
Media: Broadcasting and Subscription 7,440,621 0.4 6,464,741 0.4
Media: Diversified and Production 52,886,896 2.9 48,200,216 3.4
Metals and Mining 10,684,298 0.6 17,857,236 1.2
Retail — — 1,983,083 0.1
Services: Business 342,757,761 19.0 209,974,914 14.7
Services: Consumer 65,801,151 3.7 54,450,324 3.8
Structured Products 24,661,909 1.4 32,508,845 2.3
Telecommunications 45,181,572 2.5 43,021,001 3.0
Transportation: Cargo 86,964,435 4.8 91,132,943 6.4
Transportation: Consumer 12,231,077 0.7 — —
Utilities: Electric 12,856,773 0.7 8,987,929 0.6
Utilities: Oil and Gas 4,676,629 0.3 11,645,956 0.8
Wholesale — — 26,914,057 1.9
Total $ 1,800,593,952 100.0 % $ 1,430,237,710 100.0 %
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
The following table presents the Company’s investment portfolio at fair value as of December 31, 2021 and 2020, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
Fair Value at December 31, 2021
Level 1 Level 2 Level 3 Total
Senior debt and 1 st lien notes
$ — $ 84,275,024 $ 1,137,322,929 $ 1,221,597,953
Subordinated debt and 2 nd lien notes
— 9,467,935 230,568,873 240,036,808
Structured products — 40,270,659 — 40,270,659
Equity shares 111,357 3,083,577 151,281,723 154,476,657
Equity warrants — 243,594 863,949 1,107,543
Short-term investments — — — —
Investments subject to leveling $ 111,357 $ 137,340,789 $ 1,520,037,474 $ 1,657,489,620
Investments in joint ventures / PE fund(1) 143,104,332
$ 1,800,593,952
Fair Value at December 31, 2020
Level 1 Level 2 Level 3 Total
Senior debt and 1 st lien notes
$ — $ 115,533,401 $ 1,055,717,111 $ 1,171,250,512
Subordinated debt and 2 nd lien notes
— 7,947,184 130,819,936 138,767,120
Structured products — 32,508,845 — 32,508,845
Equity shares — 424,090 44,227,024 44,651,114
Equity warrants — 166,416 1,133,781 1,300,197
Short-term investments 65,558,227 — — 65,558,227
Investments subject to leveling $ 65,558,227 $ 156,579,936 $ 1,231,897,852 $ 1,454,036,015
Investments in joint ventures / PE fund(1) 41,759,922
$ 1,495,795,937
(1) The Company's investments in Jocassee, Thompson Rivers, Waccamaw River and the MVC Private Equity Fund LP are measured at fair value using net asset value and have not been categorized in the fair value hierarchy. The fair value amount presented in this table is intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2021 and 2020:
Year Ended December 31, 2021:
Senior Debt
and 1 st Lien
Notes
Subordinated Debt and 2 nd Lien Notes
Equity
Shares Equity Warrants Total
Fair value, beginning of period $ 1,055,717,111 $ 130,819,936 $ 44,227,024 $ 1,133,781 $ 1,231,897,852
New investments 1,096,052,639 151,300,891 103,526,450 163,000.00 1,351,042,980
Transfers into (out of) Level 3, net (2,629,679) 2,233,600 3,223,510.00 — 2,827,431
Proceeds from sales of investments (736,674,890) (13,683,500) (7,964,049) (450,000) (758,772,439)
Loan origination fees received (26,844,600) (3,659,741) — — (30,504,341)
Principal repayments received (255,215,358) (32,131,013) — — (287,346,371)
Payment-in-kind interest 865,462 8,503,991 — — 9,369,453
Accretion of loan premium/discount 15,607 222,447 — — 238,054
Accretion of deferred loan origination revenue 8,584,545 602,604 — — 9,187,149
Realized gain (loss) (575,227) (36,487) 949,693 163,219 501,198
Unrealized appreciation (depreciation) (1,972,681) (13,603,855) 7,319,095 (146,051) (8,403,492)
Fair value, end of period $ 1,137,322,929 $ 230,568,873 $ 151,281,723 $ 863,949 $ 1,520,037,474
Year Ended December 31, 2020:
Senior Debt
and 1 st Lien
Notes
Subordinated Debt and 2 nd Lien Notes
Equity
Shares Equity Warrants Total
Fair value, beginning of period $ 555,500,307 $ 12,011,965 $ 760,716 $ — $ 568,272,988
New investments 735,177,116 4,027,048 862,277 — 740,066,441
Investments acquired in MVC merger 9,720,000 122,082,933 42,980,466 1,133,781 175,917,180
Transfers into (out of) Level 3, net 19,074,284 (2,677,220) — — 16,397,064
Proceeds from sales of investments (209,685,651) (444,978) (78,992) — (210,209,621)
Loan origination fees received (17,726,770) (19,808) — — (17,746,578)
Principal repayments received (37,416,476) (5,104,857) — — (42,521,333)
Payment-in-kind interest 249,907 41,753 — — 291,660
Accretion of loan premium/discount 17,936 1,045 — — 18,981
Accretion of deferred loan origination revenue 2,631,269 44,571 — — 2,675,840
Realized gain (loss) 1,544,794 (35,357) (10,019) — 1,499,418
Unrealized appreciation (depreciation) (3,369,605) 892,841 (287,424) — (2,764,188)
Fair value, end of period $ 1,055,717,111 $ 130,819,936 $ 44,227,024 $ 1,133,781 $ 1,231,897,852
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 Consolidated Statements of Operations.
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Notes to Consolidated Financial Statements — (Continued)
Pre-tax net unrealized depreciation on Level 3 investments of $3.8 million during the year ended December 31, 2021 was related to portfolio company investments that were still held by the Company as of December 31, 2021. Pre-tax net unrealized depreciation on Level 3 investments of $4.9 million during the year ended December 31, 2020 was related to portfolio company investments that were still held by the Company as of December 31, 2020.
Exclusive of short-term investments, during the year ended December 31, 2021, the Company made investments of approximately $1,410.5 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the year ended December 31, 2021, the Company made investments of $70.0 million in companies to which it was previously committed to provide such financing.
Exclusive of short-term investments, during the year ended December 31, 2020, the Company made investments of approximately $1,030.5 million in portfolio companies (including $185.0 million from the MVC Acquisition), to which it was not previously contractually committed to provide such financing. During the year ended December 31, 2020, the Company made investments of $32.4 million in companies to which it was previously committed to provide such financing.
Jocassee Partners LLC
On May 8, 2019, the Company entered into an agreement with South Carolina Retirement Systems Group Trust ("SCRS") to create and co-manage Jocassee Partners LLC ("Jocassee"), a joint venture, which invests in a highly diversified asset mix including senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. The Company and SCRS committed to initially provide $50.0 million and $500.0 million, respectively, of equity capital to Jocassee. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
The total value of Jocassee’s investment portfolio was $1,258.2 million as of December 31, 2021, as compared to $869.6 million as of December 31, 2020. As of December 31, 2021, Jocassee’s investments had an aggregate cost of $1,242.2 million, as compared to $839.5 million as of December 31, 2020. As of December 31, 2021 and December 31, 2020, the Jocassee investment portfolio consisted of the following investments:
Cost Percentage of
Total
Portfolio Fair Value Percentage of
Total
Portfolio
December 31, 2021:
Senior debt and 1 st lien notes
$ 1,084,501,574 87 % $ 1,085,171,923 86 %
Subordinated debt and 2nd lien notes 23,607,437 2 % 24,010,554 2 %
Structured products 4,568,790 — % 5,409,080 1 %
Equity shares 5,447,983 1 % 3,887,352 — %
Equity warrants 31,451 — % 75,406 — %
Investment in joint ventures 111,489,807 9 % 127,092,288 10 %
Short-term investments 12,571,932 1 % 12,571,932 1 %
$ 1,242,218,974 100 % $ 1,258,218,535 100 %
December 31, 2020:
Senior debt and 1 st lien notes
$ 686,341,760 81 % $ 714,747,405 82 %
Subordinated debt and 2nd lien notes 10,079,164 1 10,170,127 1
Structured products 22,981,004 3 25,626,147 3
Equity shares 6,964,845 1 5,829,554 1
Equity warrants 31,451 — 51,515 —
Investment in joint ventures 90,000,000 11 90,106,560 10
Short-term investments 23,093,064 3 23,093,055 3
$ 839,491,288 100 % $ 869,624,363 100 %
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Notes to Consolidated Financial Statements — (Continued)
As of December 31, 2021 and December 31, 2020, the weighted average yield on the principal amount of Jocassee’s outstanding debt investments was approximately 5.3% and 4.4%, respectively. 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 4.8% and 3.8% as of December 31, 2021 and December 31, 2020, respectively.
The industry composition of Jocassee’s investments at fair value at December 31, 2021 and December 31, 2020, excluding short-term investments, was as follows:
December 31, 2021 December 31, 2020
Aerospace and Defense $ 71,856,682 5.8 % $ 21,044,217 2.5 %
Automotive 18,625,991 1.5 15,520,985 1.8
Banking, Finance, Insurance and Real Estate 109,961,068 8.8 80,759,836 9.6
Beverage, Food and Tobacco 30,351,648 2.5 24,931,070 2.9
Capital Equipment 17,006,354 1.4 19,953,788 2.4
Chemicals, Plastics, and Rubber 24,665,132 2.0 26,419,508 3.1
Construction and Building 14,505,666 1.2 14,979,023 1.8
Consumer goods: Durable 10,293,735 0.8 14,256,411 1.7
Consumer goods: Non-durable 23,886,104 1.9 4,749,797 0.6
Containers, Packaging and Glass 25,276,979 2.0 16,742,506 2.0
Energy: Electricity 10,570,961 0.8 5,897,687 0.7
Energy: Oil and Gas 5,091,154 0.4 4,602,739 0.5
Environmental Industries 7,562,679 0.6 2,697,765 0.3
Forest Products & Paper 474,674 — — —
Healthcare and Pharmaceuticals 128,494,962 10.3 84,624,495 10.0
High Tech Industries 171,959,733 13.8 75,759,051 8.9
Hotel, Gaming and Leisure 35,382,908 2.8 49,013,967 5.8
Investment Funds and Vehicles 127,092,288 10.2 90,106,560 10.6
Media: Advertising, Printing and Publishing 18,422,570 1.5 9,761,091 1.2
Media: Broadcasting and Subscription 37,839,637 3.0 40,885,203 4.8
Media: Diversified and Production 21,059,457 1.7 12,950,796 1.5
Metals and Mining 5,791,736 0.5 1,645,763 0.2
Retail 14,420,299 1.2 15,962,027 1.9
Services: Business 151,722,574 12.2 87,474,340 10.3
Services: Consumer 55,156,390 4.4 40,177,219 4.7
Structured Product 5,409,080 0.4 17,515,085 2.1
Telecommunications 36,036,221 2.9 48,768,364 5.8
Transportation: Cargo 49,102,935 3.9 4,927,508 0.6
Transportation: Consumer 6,546,191 0.5 7,730,907 0.9
Utilities: Electric 3,265,429 0.3 5,720,376 0.7
Utilities: Oil and Gas 6,870,267 0.6 — —
Wholesale 945,099 0.1 953,224 0.1
Total $ 1,245,646,603 100.0 % $ 846,531,308 100.0 %
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
The geographic composition of Jocassee’s investments at fair value at December 31, 2021 and December 31, 2020, excluding short-term investments, was as follows:
December 31, 2021 December 31, 2020
Australia $ 16,509,299 1.3 % $ — — %
Austria 1,115,024 0.1 1,181,240 0.1
Belgium 14,813,432 1.2 3,940,942 0.5
Canada 8,506,813 0.7 5,691,085 0.7
Denmark 6,959,844 0.6 4,839,238 0.6
Finland 47,992,207 3.9 2,328,122 0.3
France 3,391,221 0.3 77,599,427 9.1
Germany 6,356,605 0.5 41,184,179 4.9
Hong Kong 2,272,125 0.2 — —
Ireland 123,816,362 9.9 2,440,052 0.3
Italy 113,895,808 9.1 607,762 0.1
Luxembourg 4,766,248 0.4 2,512,059 0.3
Netherlands 3,743,457 0.3 26,905,224 3.2
Panama — — 965,149 0.1
Spain 1,224,851 0.1 11,163,151 1.3
Sweden 32,149,538 2.6 13,169,200 1.6
Switzerland 965,247 0.1 13,208,446 1.6
United Kingdom 5,305,027 0.4 76,748,680 9.0
USA 851,863,495 68.4 562,047,352 66.3
Total $ 1,245,646,603 100.0 % $ 846,531,308 100.0 %
Jocassee’s subscription facility with Bank of America N.A., which is non-recourse to the Company, had approximately $176.3 million and $204.9 million outstanding as of December 31, 2021 and December 31, 2020, respectively. Jocassee’s credit facility with Citibank, N.A., which is non-recourse to the Company, had approximately $342.8 million and $113.1 million outstanding as of December 31, 2021 and December 31, 2020, respectively. Jocassee’s term debt securitization, which is non-recourse to the Company, had approximately $323.1 million and $302.3 million outstanding as of December 31, 2021 and December 31, 2020, respectively.
The Company may sell portions of its investments via assignment to Jocassee. Since inception, as of December 31, 2021, and December 31, 2020, the Company had sold $698.5 million and $162.2 million, respectively, of its investments to Jocassee. For both the years ended December 31, 2021 and December 31, 2020, the Company realized a loss on the sales of its investments to Jocassee of $1.4 million. As of December 31, 2021 and December 31, 2020, the Company had $216.9 million and $44.2 million, respectively, in unsettled receivables due from Jocassee that were included in "Receivable from unsettled transactions" in the accompanying 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:
• Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;
• each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and
• the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
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. The 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.
As of December 31, 2021 and December 31, 2020, Jocassee had the following contributed capital and unfunded commitments from its members:
As of December 31, 2021
As of December 31, 2020
Total contributed capital by Barings BDC, Inc. $ 30,000,000 $ 20,000,000
Total contributed capital by all members $ 330,000,000 $ 220,000,000
Total unfunded commitments by Barings BDC, Inc. $ 20,000,000 $ 30,000,000
Total unfunded commitments by all members $ 220,000,000 $ 330,000,000
Thompson Rivers LLC
On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On May 13, 2020, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $75.0 million of equity capital to Thompson Rivers, all of which has been funded as of December 31, 2021. As of December 31, 2021, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.
For the year ended December 31, 2021, Thompson Rivers declared $37.5 million in dividends, of which $4.8 million was recognized as dividend income in the Company’s Consolidated Statement of Operations.
As of December 31, 2021, Thompson Rivers had $3.1 billion in Ginnie Mae early buyout loans and $220.6 million in cash. As of December 31, 2020, Thompson Rivers had $715.2 million in Ginnie Mae early buyout loans. As of December 31, 2021, Thompson Rivers had 15,617 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.01%. 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%.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
As of December 31, 2021 and December 31, 2020, the Thompson Rivers investment portfolio consisted of the following investments:
Cost Percentage of
Total
Portfolio Fair Value Percentage of
Total
Portfolio
December 31, 2021:
Federal Housing Administration (“FHA”) loans $ 2,799,868,603 93 % $ 2,839,495,339 93 %
Veterans Affairs (“VA”) loans 224,659,875 7 % 223,540,415 7 %
$ 3,024,528,478 100 % $ 3,063,035,754 100 %
December 31, 2020:
Federal Housing Administration (“FHA”) loans $ 712,854,085 100 % $ 712,854,085 100 %
$ 712,854,085 100 % $ 712,854,085 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $694.8 million and $670.1 million outstanding as of December 31, 2021 and December 31, 2020, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $1,245.2 million outstanding as of December 31, 2021. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $933.1 million outstanding as of December 31, 2021.
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. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of December 31, 2021 and December 31, 2020, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
As of December 31, 2021
As of December 31, 2020
Total contributed capital by Barings BDC, Inc. $ 79,414,272 (1) $ 10,000,000
Total contributed capital by all members $ 482,120,173 (2) $ 100,000,000 (3)
Total unfunded commitments by Barings BDC, Inc. $ — $ —
Total unfunded commitments by all members $ — $ —
(1) Includes $4.4 million of dividend re-investments.
(2) Includes dividend re-investments of $32.1 million and $162.3 million of total contributed capital by related parties.
(3) Includes $90.0 million of total contributed capital by related parties.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
Waccamaw River LLC
On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On February 8, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. 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 $19.0 million (including approximately $5.3 million of recallable return of capital) has been funded as of December 31, 2021. As of December 31, 2021, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, of which $82.6 million (including $14.0 million of recallable return of capital) has been funded.
For the year ended December 31, 2021, Waccamaw River declared $1.4 million in dividends, of which $0.3 million was recognized as dividend income in the Company’s Consolidated Statement of Operations. As of December 31, 2021, Waccamaw River had $60.8 million in unsecured consumer loans and $4.9 million in cash. As of December 31, 2021, Waccamaw River had 5,500 outstanding loans with an average loan size of $11,280, remaining average life to maturity of 46.5 months and weighted average interest rate of 10.9%.
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. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
As of December 31, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:
As of December 31, 2021
Total contributed capital by Barings BDC, Inc. $ 19,000,000
Total contributed capital by all members $ 82,620,000 (1)
Total return of capital (recallable) by Barings BDC, Inc. $ (5,280,000)
Total return of capital (recallable) by all members $ (14,020,000) (2)
Total unfunded commitments by Barings BDC, Inc. $ 11,280,000
Total unfunded commitments by all members $ 56,400,000 (3)
(1) Includes $48.2 million of total contributed capital by related parties.
(2) Includes ($7.0) million of total return of capital (recallable) by related parties.
(3) Includes $33.8 million of unfunded commitments by related parties.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
Eclipse Business Capital Holdings LLC
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. As of December 31, 2021, $1.8 million of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. 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. and Canada. 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. 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. 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. Eclipse is led by a seasoned team of ABL experts .
The Company has determined that Eclipse is not an investment company under ASC, Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company. Thus, the Company is not required to consolidate Eclipse. Instead the Company accounts for its investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
4. Borrowings
The Company had the following borrowings outstanding as of December 31, 2021 and 2020:
Issuance Date Maturity Date Interest Rate as of December 31, 2021
December 31,
2021 December 31,
2020
Credit Facilities:
February 21, 2019 February 21, 2024 2.100% $ 655,189,256 $ 719,660,707
Total Credit Facilities $ 655,189,256 $ 719,660,707
Notes:
September 24, 2020 - August 2025 Notes August 4, 2025 4.660% $ 25,000,000 $ 25,000,000
September 29, 2020 - August 2025 Notes August 4, 2025 4.660% 25,000,000 25,000,000
November 5, 2020 - Series B Notes November 4, 2025 4.250% 62,500,000 62,500,000
November 5, 2020 - Series C Notes November 4, 2027 4.750% 112,500,000 112,500,000
February 25, 2021 Series D Notes February 26, 2026 3.410% 80,000,000 —
February 25, 2021 Series E Notes February 26, 2028 4.060% 70,000,000 —
November 23, 2021 - November 2026 Notes November 23, 2026 3.300% 350,000,000 —
Less: Deferred financing fees (7,443,704) (664,334)
Total Notes $ 717,556,296 $ 224,335,666
August 2018 Credit Facility
On July 3, 2018, the Company formed Barings BDC Senior Funding I, LLC, an indirectly wholly-owned Delaware limited liability company (“BSF”), the primary purpose of which was to function as the Company's special purpose, bankruptcy-remote, financing subsidiary. On August 3, 2018, BSF entered into the August 2018 Credit Facility (as subsequently amended in December 2018 and in February 2020) with Bank of America, N.A., as administrative agent and Class A-1 Lender, Société Générale, as Class A Lender, and Bank of America Merrill Lynch, as sole lead arranger and sole book manager. BSF and the administrative agent also entered into a security agreement dated as of August 3, 2018 (the "Security Agreement") pursuant to which BSF’s obligations under the
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
August 2018 Credit Facility were secured by a first-priority security interest in substantially all of the assets of BSF, including its portfolio of investments (the "Pledged Property"). In connection with the first-priority security interest established under the Security Agreement, all of the Pledged Property was held in the custody of State Street Bank and Trust Company, as collateral administrator.
The August 2018 Credit Facility initially provided for borrowings in an aggregate amount up to $750.0 million, including up to $250.0 million borrowed under the Class A Loan Commitments and up to $500.0 million borrowed under the Class A-1 Loan Commitments. Effective February 28, 2019, the Company reduced its Class A Loan Commitments to $100.0 million, which reduced total commitments under the August 2018 Credit Facility to $600.0 million. Effective May 9, 2019, the Company further reduced its Class A Loan Commitments under the August 2018 Credit Facility from $100.0 million to zero and reduced its Class A-1 Loan Commitments under the August 2018 Credit Facility from $500.0 million to $300.0 million, which collectively reduced total commitments under the August 2018 Credit Facility to $300.0 million. Effective June 18, 2019, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $300.0 million to $250.0 million. Effective August 14, 2019, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $250.0 million to $177.0 million. Effective October 29, 2019, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $177.0 million to $150.0 million. Effective January 21, 2020, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $150.0 million to $80.0 million. Effective April 23, 2020, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $80.0 million to $30.0 million. Finally, effective June 26, 2020, the Company further reduced its Class A-1 Loan Commitments, and therefore total commitments, under the August 2018 Credit Facility from $30.0 million to zero. In connection with these reductions, the pro rata portion of the unamortized deferred financing costs related to the August 2018 Credit Facility was written off and recognized as a loss on extinguishment of debt in the Company's Consolidated Statements of Operations.
On February 21, 2020, the Company extended the maturity date of the August 2018 Credit Facility from August 3, 2020 to August 3, 2021. On June 30, 2020, following the repayment of all borrowings, interest, and fees payable thereunder and at the election of the Company, the August 2018 Credit Facility was terminated, including all commitments and obligations of Bank of America, N.A. to lend or make advances to BSF. In addition, the Security Agreement was terminated and all security interests in the assets of BSF in favor of the lenders were terminated. As a result of these terminations, all obligations of BSF under the August 2018 Credit Facility and Security Agreement were fully discharged.
All borrowings under the August 2018 Credit Facility bore interest, subject to BSF’s election, on a per annum basis equal to (i) the applicable base rate plus the applicable spread or (ii) the applicable LIBOR rate plus the applicable spread. The applicable base rate was equal to the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate or (iii) one-month LIBOR plus 1.0%. The applicable LIBOR rate depended on the term of the borrowing under the August 2018 Credit Facility, which could be either one month or three months, and could not be less than zero. BSF was required to pay commitment fees on the unused portion of the August 2018 Credit Facility. BSF could prepay any borrowing at any time without premium or penalty, except that BSF could have been liable for certain funding breakage fees if prepayments occurred prior to expiration of the relevant interest period. BSF could also permanently reduce all or a portion of the commitment amount under the August 2018 Credit Facility without penalty.
Borrowings under the August 2018 Credit Facility were subject to compliance with a borrowing base, pursuant to which the amount of funds advanced by the lenders to BSF would vary depending upon the types of assets in BSF’s portfolio. Assets were required to meet certain criteria to be included in the borrowing base, and the borrowing base was subject to certain portfolio restrictions including investment size, sector concentrations, investment type and credit ratings.
Borrowings of BSF were considered borrowings by the Company for purposes of complying with the asset coverage requirements under the 1940 Act applicable to business development companies. The obligations of BSF under the August 2018 Credit Facility were non-recourse to the Company.
The August 2018 Credit Facility was terminated at the Company’s election on June 30, 2020.
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Notes to Consolidated Financial Statements — (Continued)
February 2019 Credit Facility
On February 21, 2019, the Company entered into the February 2019 Credit Facility (as subsequently amended in December 2019) with ING Capital LLC ("ING"), as administrative agent, and the lenders party thereto. The initial commitments under the February 2019 Credit Facility total $800.0 million. 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. The Company can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of the Company's assets and guaranteed by certain subsidiaries of the Company. 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. (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.
Borrowings under the February 2019 Credit Facility bear interest, subject to the Company's election, on a per annum basis equal to (i) the applicable base rate plus 1.00% (or 1.25% if the Company no longer maintains an investment grade credit rating), (ii) the applicable LIBOR rate plus 2.00% (or 2.25% if the Company no longer maintains an investment grade credit rating), (iii) for borrowings denominated in certain foreign currencies other than Australian dollars, the applicable currency rate for the foreign currency as defined in the credit agreement plus 2.00% (or 2.25% if the Company no longer maintains an investment grade credit rating) or (iv) for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.20% (or 2.45% if the Company no longer maintains an investment grade credit rating). The applicable base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) the adjusted three-month applicable currency rate plus 1.0% and (v) 1.0%. 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.
In addition, the Company pays a commitment fee of (i) 0.5% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is greater than two-thirds of total commitments or (ii) 0.375% per annum on undrawn amounts if the unused portion of the February 2019 Credit Facility is equal to or less than two-thirds of total commitments. In connection with entering into the February 2019 Credit Facility, the Company incurred financing fees of approximately $6.4 million, which will be amortized over the remaining life of the February 2019 Credit Facility.
The February 2019 Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders' equity, (ii) maintaining minimum obligors' net worth, (iii) maintaining a minimum asset coverage ratio, (iv) meeting a minimum liquidity test and (v) maintaining the Company's status as a regulated investment company and as a business development company. The February 2019 Credit Facility also contains customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect. The February 2019 Credit Facility also permits the administrative agent to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions. In connection with the February 2019 Credit Facility, the Company also entered into new collateral documents. As of December 31, 2021, the Company was in compliance with all covenants under the February 2019 Credit Facility.
As of December 31, 2021, the Company had U.S. dollar borrowings of $377.0 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 ($1.4 million U.S. dollars) with an interest rate of 2.000% (one month STIBOR of 0.000%), borrowings denominated in British pounds sterling of £68.3 million ($92.5 million U.S. dollars) with an average interest rate of 2.125% (one month GBP LIBOR of 0.125%), borrowings denominated in Australian dollars of A$36.6 million ($26.6 million U.S. dollars) with an interest rate of 2.250% (one month AUD Screen Rate of 0.250%) and borrowings denominated in Euros of €138.6 million ($157.6 million U.S. dollars) with
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an interest rate of 2.00% (one month EURIBOR of 0.000%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in "Net unrealized appreciation (depreciation) - foreign currency transactions" in the Company's Consolidated Statements of Operations.
As of December 31, 2020, the Company had U.S. dollar borrowings of $472.0 million outstanding under the February 2019 Credit Facility with a weighted average interest rate of 2.188% (weighted average one month LIBOR of 0.188%), borrowings denominated in Swedish kronas of 12.8kr million ($1.6 million U.S. dollars) with an interest rate of 2.000% (one month STIBOR of 0.000%), borrowings denominated in British pounds sterling of £69.3 million ($94.8 million U.S. dollars) with a weighted average interest rate of 2.063% (weighted average one month GBP LIBOR of 0.063%), borrowings denominated in Australian dollars of A$36.6 million ($28.2 million U.S. dollars) with a weighted average interest rate of 2.250% (weighted average one month AUD Screen Rate of 0.050%) and borrowings denominated in Euros of €100.6 million ($123.1 million U.S. dollars) with a weighted average interest rate of 2.00% (weighted average one month EURIBOR of 0.000%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in "Net unrealized appreciation (depreciation) - foreign currency transactions" in the Company's Consolidated Statements of Operations.
As of December 31, 2021 and 2020, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $655.2 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.
Debt Securitization
On May 9, 2019, the Company completed a $449.3 million term debt securitization (the "Debt Securitization"). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by the Company, which is consolidated by the Company for financial reporting purposes and subject to its overall asset coverage requirement. The notes offered in the Debt Securitization (collectively, the “2019 Notes”) were issued by Barings BDC Static CLO Ltd. 2019-I (“BBDC Static CLO Ltd.”) and Barings BDC Static CLO 2019-I, LLC, wholly-owned and consolidated subsidiaries of the Company (collectively, the “Issuers”), and were secured by a diversified portfolio of senior secured loans and participation interests therein. The Debt Securitization was executed through a private placement of approximately $296.8 million of AAA(sf) Class A-1 Senior Secured Floating Rate 2019 Notes (the “Class A-1 2019 Notes”), which bore interest at the three-month LIBOR plus 1.02%; $51.5 million of AA(sf) Class A-2 Senior Secured Floating Rate 2019 Notes (the “Class A-2 2019 Notes”), which bore interest at the three-month LIBOR plus 1.65%; and $101.0 million of Subordinated 2019 Notes which did not bear interest and were not rated. The Company retained all of the Subordinated 2019 Notes issued in the Debt Securitization in exchange for the Company’s sale and contribution to BBDC Static CLO Ltd. of the initial closing date portfolio, which included senior secured loans and participation interests therein distributed to the Company by BSF. The 2019 Notes were scheduled to mature on April 15, 2027; however, the 2019 Notes could be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated 2019 Notes, on any business day after May 9, 2020. In connection with the sale and contribution, the Company made customary representations, warranties and covenants to the Issuers.
The Class A-1 2019 Notes and Class A-2 2019 Notes were the secured obligations of the Issuers, the Subordinated 2019 Notes were the unsecured obligations of BBDC Static CLO Ltd., and the indenture governing the 2019 Notes included customary covenants and events of default. The 2019 Notes were not registered under the Securities Act or any state securities or “blue sky” laws and could not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Company served as collateral manager to BBDC Static CLO Ltd. under a collateral management agreement and agreed to irrevocably waive all collateral management fees payable pursuant to the collateral management agreement.
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Notes to Consolidated Financial Statements — (Continued)
The Class A-1 2019 Notes and the Class A-2 2019 Notes issued in connection with the Debt Securitization had floating rate interest provisions based on the three-month LIBOR that reset quarterly, except that LIBOR for the first interest accrual period was calculated by reference to an interpolation between the rate for deposits with a term equal to the next shorter period of time for which rates were available and the rate appearing for deposits with a term equal to the next longer period of time for which rates were available.
During the year ended December 31, 2019, $30.0 million of the Class A-1 2019 Notes were repaid. During the year ended December 31, 2020, the remaining 2019 Notes were repaid in full, with the final repayment on October 15, 2020 . In connection with these repayments, the pro rata portion of the unamortized deferred financing costs related to the 2019 Notes was written off and recognized as a loss on extinguishment of debt in the Company's Consolidated Statements of Operations.
August 2025 Notes
On August 3, 2020, the Company entered into a Note Purchase Agreement (the "August 2020 NPA") with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the "Series A Notes due 2025") with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the "Additional Notes" and, collectively with the Series A Notes due 2025, the "August 2025 Notes"), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 was issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 was issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. Interest on the August 2025 Notes 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. 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. 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.
The August 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may declare all August 2025 Notes then outstanding to be immediately due and payable. As of December 31, 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.
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Notes to Consolidated Financial Statements — (Continued)
As of both December 31, 2021 and 2020, the fair value of the outstanding August 2025 Notes was $52.2 million. The fair value determination of the August 2025 Notes was based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November Notes
On November 4, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 NPA”) governing the issuance of (1) $62.5 million in aggregate principal amount of Series B senior unsecured notes due November 2025 (the “Series B Notes”) with a fixed interest rate of 4.25% per year and (2) $112.5 million in aggregate principal amount of Series C senior unsecured notes due November 2027 (the “Series C Notes” and, collectively with the Series B Notes, the “November Notes”) with a fixed interest rate of 4.75% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable November Notes do not satisfy certain investment grade conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The November Notes were delivered and paid for on November 5, 2020. The Series B Notes will mature on November 4, 2025, and the Series C Notes will mature on November 4, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms. 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. Subject to the terms of the November 2020 NPA, the Company may redeem the Series B Notes and the Series C Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before May 4, 2025, with respect to the Series B Notes, or on or before May 4, 2027, with respect to the Series C Notes, a make-whole premium . The November Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of December 31, 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.
As of both December 31, 2021 and 2020, the fair value of the outstanding Series B Notes and the Series C Notes was $64.1 million and $115.3 million, respectively. The fair value determinations of the Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
February Notes
On February 25, 2021, the Company entered into a Note Purchase Agreement (the “February 2021 NPA”) governing the issuance of (1) $80.0 million in aggregate principal amount of Series D senior unsecured notes due February 26, 2026 (the “Series D Notes”) with a fixed interest rate of 3.41% per year and (2) $70.0 million in
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Notes to Consolidated Financial Statements — (Continued)
aggregate principal amount of Series E senior unsecured notes due February 26, 2028 (the “Series E Notes” and, collectively with the Series D Notes, the “February Notes”) with a fixed interest rate of 4.06% per year, in each case, to qualified institutional investors in a private placement. Each stated interest rate is subject to a step up of (x) 0.75% per year, to the extent the applicable February Notes do not satisfy certain investment grade rating conditions and/or (y) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter end. The February Notes were delivered and paid for on February 26, 2021.
The Series D Notes will mature on February 26, 2026, and the Series E Notes will mature on February 26, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the February 2021 NPA. Interest on the February Notes is due semiannually in February and August of each year, beginning in August 2021. In addition, 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. Subject to the terms of the February 2021 NPA, the Company may redeem the Series D Notes and the Series E Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before August 26, 2025, with respect to the Series D Notes, or on or before August 26, 2027, with respect to the Series E Notes, a make-whole premium. The February Notes are guaranteed by certain of the Company’s subsidiaries, and are the Company's general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The February 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement , including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments. In addition, the February 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to shareholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter end.
The February 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the February Notes at the time outstanding may declare all February Notes then outstanding to be immediately due and payable. As of December 31, 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.
As of December 31, 2021, the fair value of the outstanding Series D Notes and the Series E Notes was $79.2 million and $68.7 million, respectively. The fair value determinations of the Series D Notes and Series E Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
November 2026 Notes
On November 23, 2021, the Company and U.S. Bank National Association (the “Trustee”) entered into an Indenture (the “Base Indenture”) and a Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The First Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 3.300% notes due 2026 (the “November 2026 Notes”).
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Notes to Consolidated Financial Statements — (Continued)
The November 2026 Notes will mature on November 23, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The November 2026 Notes bear interest at a rate of 3.300% per year payable semi-annually on May 23 and November 23 of each year, commencing on May 23, 2022. The November 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the November 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the November 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding November 2026 Notes at a price equal to 100% of the principal amount of such November 2026 Notes plus accrued and unpaid interest to the repurchase date.
As of December 31, 2021, the fair value of the outstanding November 2026 Notes was $346.8 million. The fair value determinations of the November 2026 Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
5. Income Taxes
The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the years ended December 31, 2021 and 2020, we recorded a net expense of $7,495 and $0.1 million,respectively, for U.S. federal excise tax.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.
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Notes to Consolidated Financial Statements — (Continued)
During the years ended December 31, 2021, 2020 and 2019, the Company reclassified for book purposes amounts arising from permanent book/tax differences primarily related to differences in the tax basis and book basis of investments sold, merger adjustments and non-deductible excise taxes paid during the year as follows:
December 31,
2021 2020 2019
Additional paid-in capital $ 1,628,875 $ 3,878,798 $ (7,773,706)
Total distributable earnings (loss) $ (1,628,875) $ (3,878,798) $ 7,773,706
Tax positions taken or expected to be taken in the course of preparing the Company's tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company's tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2018-2020), and has concluded that the provision for uncertain tax positions in the Company's financial statements is appropriate.
For income tax purposes, distributions paid to stockholders are reported as ordinary income, long-term capital gains, return of capital or a combination thereof. The tax character of distributions paid for the years ended December 31, 2021, 2020 and 2019 was as follows:
Year Ended December 31,
2021 2020 2019
Ordinary income $ 51,910,038 $ 31,325,222 $ 26,927,706
Tax return of capital 1,649,152 — —
Distributions on a tax basis $ 53,559,190 $ 31,325,222 $ 26,927,706
At December 31, 2021, 2020 and 2019, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Balance Sheets by temporary and other book/tax differences, primarily relating to accruals of defaulted debt investment interest and the tax treatment of certain partnership investments, as follows:
December 31,
2021 2020 2019
Undistributed net investment income $ — $ 1,712,779 $ 2,537,913
Accumulated capital losses (304,240,560) (312,322,988) (267,368,444)
Other permanent differences relating to the Company's formation
1,975,543 1,975,543 1,975,543
Other temporary differences 67,837 (4) (4)
Unrealized depreciation 16,375,859 (1,333,169) (20,085,620)
Components of distributable earnings at year end $ (285,821,321) $ (309,967,839) $ (282,940,612)
Tax information for the fiscal year ended December 31, 2021 is estimated and is not considered final until the Company files its tax return.
Under current law, the Company may carry forward net capital losses indefinitely to use to offset capital gains realized in future years. As of December 31, 2021, the Company estimates that it will have a capital loss carryforward of approximately $304.2 million ($5.7 million of short-term capital losses and $298.5 million of long-term capital losses), none of which will expire. Because of the loss limitation rules of the Code, some of the tax basis losses may be limited in their use. The unused balance will be carried forward and utilized as gains are realized, subject to such limitations. As of December 31, 2020, the Company estimates that it will have a capital loss carryforward of approximately $312.3 million ($6.4 million of short-term capital losses and $305.9 million of long-term capital losses), none of which will expire. In addition, MVC had a capital loss carryforward of $3.8 million as of the merger date.
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Notes to Consolidated Financial Statements — (Continued)
For federal income tax purposes, the cost of investments owned as of December 31, 2021 and December 31, 2020 was approximately $1,792.1 million and $1,486.0 million, respectively. As of December 31, 2021, net unrealized depreciation on the Company's investments (tax basis) was approximately $16.4 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $45.6 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $29.2 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.
In addition, the Company has wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), which hold certain portfolio investments that are listed on the Consolidated Schedules of Investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold certain portfolio companies that are organized as LLCs (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiaries, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. 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. 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 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 Consolidated Balance Sheets.
As of December 31, 2021, the Company had a deferred tax asset of $8.3 million pertaining to operating losses, related to its investments and a deferred tax asset of $0.3 million pertaining to tax basis differences related to certain partnership interests. A valuation allowance is provided against deferred tax assets when it is more likely than not
that some portion or all of the deferred tax asset will not be realized. Given the losses generated by the entity, the deferred tax assets have been offset by a valuation allowance of $8.6 million. As of December 31, 2020, the Company had a deferred tax asset of $8.6 million pertaining to operating losses, related to its investments. Given the losses generated by the entity, the deferred tax asset has been offset by a valuation allowance of $8.6 million.
F-79
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
6. Derivative Instruments
MVC Credit Support Agreement
In connection with the MVC Acquisition, on December 23, 2020, promptly following the closing of the MVC Merger, the Company and the Adviser entered into the MVC Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. See “Note 2 - Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement. Net unrealized appreciation or depreciation on the MVC Credit Support Agreement is included in "Net unrealized appreciation (depreciation) - credit support agreement" in the accompanying Consolidated Statements of Operations.
The following tables present the fair value and aggregate unrealized depreciation of the MVC Credit Support Agreement as of December 31, 2021 and 2020:
As of December 31, 2021:
Description
Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement Barings LLC 01/01/31 $ 23,000,000 $ 15,400,000 $ 1,800,000
Total MVC Credit Support Agreement $ 1,800,000
As of December 31, 2020:
Description
Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement Barings LLC 01/01/31 $ 23,000,000 $ 13,600,000 $ —
Total MVC Credit Support Agreement $ —
As of December 31, 2021 and 2020, the fair value of the MVC Credit Support Agreement was $15.4 million and $13.6 million, respectively, and is included in "Credit support agreement" in the accompanying Consolidated Balance Sheets. The fair value of the MVC Credit Support Agreement was determined based on an income approach, with the primary inputs being the enterprise value, the continuously annual risk-free interest rate, a measure of expected asset volatility, and the expected time until an exit event for each portfolio company in the Referenced Portfolio, which are all Level 3 inputs.
Foreign Currency Forward Contracts
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company's investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in "Net unrealized appreciation (depreciation) - foreign currency transactions" and net realized gains or losses on forward currency contracts are included in "Net realized gains (losses) - foreign currency transactions" in the Consolidated Statements of Operations. Forward currency contracts are considered undesignated derivative instruments.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
The following tables present the Company's foreign currency forward contracts as of December 31, 2021 and 2020:
As of December 31, 2021:
Description
Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets (Liabilities) Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD) A$31,601,341 $22,849,503 01/06/22 $ 126,319 Prepaid expenses and other assets
Foreign currency forward contract (AUD) A$2,098,659 $1,507,742 01/06/22 18,092 Prepaid expenses and other assets
Foreign currency forward contract (AUD) $20,727,370 A$28,700,000 01/06/22 (139,026) Derivative liability
Foreign currency forward contract (AUD) $3,579,961 A$5,000,000 04/08/22 (55,300) Derivative liability
Foreign currency forward contract (AUD) $18,247,151 A$25,385,697 04/08/22 (214,805) Derivative liability
Foreign currency forward contract (CAD) C$3,229,673 $2,527,527 01/06/22 29,309 Prepaid expenses and other assets
Foreign currency forward contract (CAD) C$3,000,000 $2,425,209 01/06/22 (50,198) Derivative liability
Foreign currency forward contract (CAD) $4,881,155 C$6,229,673 01/06/22 (50,693) Derivative liability
Foreign currency forward contract (CAD) $2,506,088 C$3,203,161 04/08/22 (28,983) Derivative liability
Foreign currency forward contract (DKK) 2,142,838kr. $326,309 01/06/22 1,343 Prepaid expenses and other assets
Foreign currency forward contract (DKK) $335,107 2,142,838kr. 01/06/22 7,455 Prepaid expenses and other assets
Foreign currency forward contract (DKK) $322,726 2,115,990kr. 04/08/22 (1,490) Derivative liability
Foreign currency forward contract (EUR) €52,582,593 $59,524,358 01/06/22 274,882 Prepaid expenses and other assets
Foreign currency forward contract (EUR) €5,019,529 $5,701,273.9 04/08/22 18,430 Prepaid expenses and other assets
Foreign currency forward contract (EUR) $24,721,638 €21,500,000 01/06/22 270,891 Prepaid expenses and other assets
Foreign currency forward contract (EUR) $14,562,667 €12,900,000 01/06/22 (107,781) Derivative liability
Foreign currency forward contract (EUR) $20,655,383 €18,182,593 01/06/22 (22,663) Derivative liability
Foreign currency forward contract (EUR) $60,413,175 €53,264,857 04/08/22 (281,606) Derivative liability
Foreign currency forward contract (EUR) $1,129,597 €1,000,000 04/08/22 (9,893) Derivative liability
Foreign currency forward contract (EUR) $8,513,639 €7,500,000 04/08/22 (32,537) Derivative liability
Foreign currency forward contract (GBP) £9,900,000 $13,219,519 01/06/22 189,513 Prepaid expenses and other assets
Foreign currency forward contract (GBP) $13,348,815 £9,900,000 01/06/22 (60,217) Derivative liability
Foreign currency forward contract (GBP) $6,121,622 £4,598,707 04/08/22 (104,366) Derivative liability
Foreign currency forward contract (SEK) 1,791,942kr $198,154 01/07/22 (230) Derivative liability
Foreign currency forward contract (SEK) $203,853 1,791,942kr 01/07/22 5,928 Prepaid expenses and other assets
Foreign currency forward contract (SEK) $207,483 1,874,724kr 04/08/22 244 Prepaid expenses and other assets
Total $ (217,382)
As of December 31, 2020:
Description
Notional Amount to be Purchased Notional Amount to be Sold Maturity Date Gross Amount of Recognized Assets (Liabilities) Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD) $8,471,304 A$11,378,670 01/05/21 $ (309,049) Derivative liability
Foreign currency forward contract (AUD) A$11,378,670 $8,610,504 01/05/21 169,849 Prepaid expenses and other assets
Foreign currency forward contract (AUD) $148,019 A$193,882 04/06/21 (1,698) Derivative liability
Foreign currency forward contract (EUR) $13,472,749 €11,406,604 01/05/21 (483,801) Derivative liability
Foreign currency forward contract (EUR) €11,406,604 $13,518,023 01/05/21 438,526 Prepaid expenses and other assets
Foreign currency forward contract (EUR) $561,754 €456,604 04/06/21 1,944 Derivative liability
Foreign currency forward contract (GBP) $13,554,607 £10,215,299 01/05/21 (409,190) Derivative liability
Foreign currency forward contract (GBP) £10,215,299 $13,717,678 01/05/21 246,118 Prepaid expenses and other assets
Foreign currency forward contract (GBP) $13,109,849 £9,672,758 04/06/21 (119,769) Derivative liability
Foreign currency forward contract (SEK) $141,603 1,259,406kr 01/05/21 (11,748) Derivative liability
Foreign currency forward contract (SEK) 1,259,406kr $152,396 01/05/21 955 Prepaid expenses and other assets
Foreign currency forward contract (SEK) $164,325 1,356,628kr 04/06/21 (1,028) Derivative liability
Total $ (478,891)
F-81
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
As of December 31, 2021 and 2020, the total fair value of the Company's foreign currency forward contracts was $(0.2) 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.
7. Transactions with Controlled Companies
During the year ended December 31, 2021 and 2020, the Company received management and other fees from the MVC PE Fund of $0.6 million and $5,292, respectively. These fees were recognized as fee income in the Company's Consolidated Statements of Operations.
8. Commitments and Contingencies
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of December 31, 2021 and 2020, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of December 31, 2021 and 2020 were as follows:
Portfolio Company Investment Type December 31, 2021
December 31, 2020
Acclime Holdings HK Limited(1) Delayed Draw Term Loan $ 1,178,571 $ —
Acclime Holdings HK Limited(1) Delayed Draw Term Loan 110,119 —
ADE Holding(1)(3) Committed Capex Line — 91,814
Air Comm Corporation, LLC(1) Delayed Draw Term Loan 10,801 —
Air Comm Corporation, LLC(1) Delayed Draw Term Loan 1,448,107 —
Amtech Software(1)(2) Delayed Draw Term Loan 2,727,273 —
Amtech Software(1)(2) Revolver 681,818 —
AnalytiChem Holding GmbH(1)(2)(3) Delayed Draw Term Loan 6,207,333 —
Anju Software, Inc.(1) Delayed Draw Term Loan — 1,981,371
Aquavista Watersides 2 LTD(1)(4) Bridge Revolver 503,472 —
Aquavista Watersides 2 LTD(1)(4) Acquisition Facility 3,146,698 —
Arch Global Precision, LLC(1) Delayed Draw Term Loan — 4,193,475
Astra Bidco Limited(1)(2)(4) Delayed Draw Term Loan 2,571,405 —
Avance Clinical Bidco Pty Ltd(1)(5) Delayed Draw Term Loan 3,497,352 —
Azalea Buyer, Inc.(1)(2) Delayed Draw Term Loan 961,538 —
Azalea Buyer, Inc.(1)(2) Revolver 480,769 —
Bariacum S.A(1)(3) Acquisition Facility 2,160,679 —
Beacon Pointe Advisors, LLC(1) Delayed Draw Term Loan — 363,636
Beyond Risk Management, Inc.(1)(2) Delayed Draw Term Loan 2,573,333 —
BigHand UK Bidco Limited(1)(2)(4) Acquisition Facility 378,348 —
Bounteous, Inc.(1) Delayed Draw Term Loan 2,840,367 —
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 431,799 —
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 143,933 —
BrightSign LLC(1) Revolver 1,328,991 —
British Engineering Services Holdco Limited(1)(4) Acquisition Facility — 7,006,008
British Engineering Services Holdco Limited(1)(4) Bridge Revolver 612,525 618,177
CAi Software, LLC(1)(2) Revolver 942,986 —
Canadian Orthodontic Partners Corp.(1)(2)(6) Acquisition Facility 166,685 —
F-82
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
Portfolio Company Investment Type December 31, 2021
December 31, 2020
Centralis Finco S.a.r.l.(1)(3) Acquisition Facility $ 460,949 $ 495,950
Ceres Pharma NV(1)(3) Delayed Draw Term Loan 2,148,974 —
Classic Collision (Summit Buyer, LLC)(1) Delayed Draw Term Loan 392,619 1,672,446
CM Acquisitions Holdings Inc.(1) Delayed Draw Term Loan — 1,551,602
Coastal Marina Holdings, LLC(1) PIK Tranche B Term Loan 1,311,220 —
Coastal Marina Holdings, LLC(1) Tranche A Term Loan 3,575,892 —
Command Alkon (Project Potter Buyer, LLC)(1) Delayed Draw Term Loan 6,018,078 —
Contabo Finco S.À R.L(1)(3) Delayed Draw Term Loan — 228,211
Coyo Uprising GmbH(1)(3) Delayed Draw Term Loan 893,523 —
Crash Champions, LLC(1)(2) Delayed Draw Term Loan 5,420,303 —
CSL Dualcom(1)(4) Acquisition Term Loan 997,972 1,007,182
Dart Buyer, Inc.(1)(2) Delayed Draw Term Loan 2,430,569 2,430,569
DecksDirect, LLC(1)(2) Revolver 218,182 —
DreamStart Bidco SAS(1)(3) Acquisition Facility 616,916 995,640
Dune Group(1)(3) Delayed Draw Term Loan 664,587 —
Dwyer Instruments, Inc.(1) Delayed Draw Term Loan 691,712 —
Eclipse Business Capital, LLC(1) Revolver 11,818,182 —
EMI Porta Holdco LLC(1)(2) Delayed Draw Term Loan 12,457,627 —
EMI Porta Holdco LLC(1)(2) Revolver 2,966,102 —
EPS NASS Parent, Inc.(1) Delayed Draw Term Loan 583,051 —
eShipping, LLC(1)(2) Delayed Draw Term Loan 2,548,131 —
eShipping, LLC(1)(2) Revolver 1,231,597 —
F24 (Stairway BidCo GmbH)(1)(2)(3) Delayed Draw Term Loan 405,130 323,840
FitzMark Buyer, Inc.(1)(2) Delayed Draw Term Loan — 1,470,588
Foundation Risk Partners, Corp.(1) Delayed Draw Term Loan — 4,984,771
Fineline Technologies, Inc.(1) Delayed Draw Term Loan 180,000 —
FragilePak LLC(1) Delayed Draw Term Loan 2,354,167 —
Heartland, LLC(1)(2) Delayed Draw Term Loan — 5,347,666
Heartland Veterinary Partners, LLC(1)(2) Delayed Draw Term Loan 657,143 —
Heavy Construction Systems Specialists, LLC(1) Revolver 2,631,772 —
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))(1)(2)(3) Accordion Facility — 10,225,081
HW Holdco, LLC (Hanley Wood LLC)(1)(2) Delayed Draw Term Loan 1,563,022 —
IGL Holdings III Corp.(1) Delayed Draw Term Loan 1,217,221 5,914,219
Innovad Group II BV(1)(2)(3) Delayed Draw Term Loan 1,824,551 —
INOS 19-090 GmbH(1)(2)(3) Acquisition Facility 2,535,457 2,727,980
Jocassee Partners LLC Joint Venture 20,000,000 30,000,000
ITI Intermodal, Inc.(1)(2) Delayed Draw Term Loan 103,058 —
ITI Intermodal, Inc.(1)(2) Revolver 124,006 —
Jaguar Merger Sub Inc.(1)(2) Delayed Draw Term Loan 1,960,784 —
Jaguar Merger Sub Inc.(1)(2) Revolver 490,196 —
Kano Laboratories LLC(1)(2) Delayed Draw Term Loan 153,064 —
Kano Laboratories LLC(1)(2) Delayed Draw Term Loan 4,543,950 4,543,950
Kene Acquisition, Inc.(1)(2) Delayed Draw Term Loan — 322,928
LAF International(1)(2)(3) Acquisition Facility 341,160 —
F-83
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
Portfolio Company Investment Type December 31, 2021
December 31, 2020
Lambir Bidco Limited(1)(3) Bridge Revolver $ 940,651 $ —
Lambir Bidco Limited(1)(3) Delayed Draw Term Loan 1,881,303 —
LivTech Purchaser, Inc.(1) Delayed Draw Term Loan 81,977 —
Marmoutier Holding B.V.(1)(3) Delayed Draw Term Loan 405,082 —
Marmoutier Holding B.V.(1)(3) Revolver 162,033 —
MC Group Ventures Corporation(1) Delayed Draw Term Loan 817,250 —
Modern Star Holdings Bidco Pty Limited(1)(5) Capex Term Loan 1,038,302 2,315,967
Murphy Midco Limited(1)(4) Delayed Draw Term Loan 2,617,027 3,301,472
Narda Acquisitionco., Inc.(1)(2) Revolver 1,310,680 —
Navia Benefit Solutions, Inc.(1) Delayed Draw Term Loan 1,260,800 —
Nexus Underwriting Management Limited(1)(4) Revolver 103,483 —
Nexus Underwriting Management Limited(1)(4) Acquisition Facility 540,919 —
OA Buyer, Inc.(1)(2) Revolver 1,331,244 —
OG III B.V.(1)(2)(3) Acquisition CapEx Facility 686,294 —
Omni Intermediate Holdings, LLC(1) Delayed Draw Term Loan 816,892 —
Omni Intermediate Holdings, LLC(1) Delayed Draw Term Loan 4,356,757 —
Options Technology Ltd.(1)(2) Delayed Draw Term Loan — 2,604,080
OSP Hamilton Purchaser, LLC(1)(2) Revolver 186,567 —
Pacific Health Supplies Bidco Pty Limited(1)(2)(5) CapEx Term Loan 1,282,566 1,535,025
PDQ.Com Corporation(1)(2) Delayed Draw Term Loan 289,389 —
PDQ.Com Corporation(1)(2) Delayed Draw Term Loan 10,947,692 —
Polara Enterprises, L.L.C.(1)(2) Revolver 545,234 —
Policy Services Company, LLC(1)(2) Delayed Draw Term Loan 6,944,079 —
Premier Technical Services Group(1)(4) Acquisition Facility — 1,197,505
Premium Invest(1)(2)(3) Acquisition Facility 1,933,240 —
Protego Bidco B.V.(1)(2)(3) Delayed Draw Term Loan 844,265 —
PSC UK Pty Ltd.(1)(4) GBP Acquisition Facility — 535,157
QPE7 SPV1 BidCo Pty Ltd(1)(5) Acquisition Term Loan 373,449 —
Questel Unite(1)(3) Cap Acquisition Facility — 10,300,913
Radwell International, LLC(1) Delayed Draw Term Loan — 3,235,947
Rep Seko Merger Sub LLC(1) Delayed Draw Term Loan 1,454,545 1,454,546
Reward Gateway (UK) Ltd(1)(2)(4) Acquisition Facility 1,061,336 —
Riedel Beheer B.V.(1)(3) Revolver 229,711 —
Riedel Beheer B.V.(1)(3) Delayed Draw Term Loan 153,141 —
Safety Products Holdings, LLC(1) Delayed Draw Term Loan — 6,467,345
Scaled Agile, Inc.(1)(2) Delayed Draw Term Loan 416,188 —
Scaled Agile, Inc.(1)(2) Revolver 335,821 —
Security Holdings B.V.(1)(3) Delayed Draw Term Loan 2,274,399 —
Security Holdings B.V.(1)(3) Revolver 1,137,200 —
Smartling, Inc.(1)(2) Delayed Draw Term Loan 2,352,941 —
Smartling, Inc.(1)(2) Revolver 1,176,471 —
Smile Brands Group, Inc.(1)(2) Delayed Draw Term Loan 654,691 2,148,691
Springbrook Software (SBRK Intermediate, Inc.)(1) Delayed Draw Term Loan 2,372,538 3,489,026
SSCP Pegasus Midco Limited(1)(4) Delayed Draw Term Loan 5,251,478 13,389,546
F-84
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
Portfolio Company Investment Type December 31, 2021
December 31, 2020
Superjet Buyer, LLC(1) Revolver $ 1,825,293 $ —
Syntax Systems Ltd(1)(2) Revolver 568,965 —
Syntax Systems Ltd(1)(2) Delayed Draw Term Loan 1,933,077 —
Techone B.V.(1)(3) Delayed Draw Term Loan 1,620,901 —
Techone B.V.(1)(3) Revolver 432,240 —
Tencarva Machinery Company, LLC(1)(2) Delayed Draw Term Loan 885,903 —
Tencarva Machinery Company, LLC(1)(2) Revolver 1,128,585 —
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)(2) Delayed Draw Term Loan 2,811,186 —
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)(2) Revolver 826,620 —
The Hilb Group, LLC(1)(2) Delayed Draw Term Loan 2,773,208 5,545,939
Transit Technologies LLC(1)(2) Delayed Draw Term Loan 1,857,017 6,035,305
Truck-Lite Co., LLC(1)(2) Delayed Draw Term Loan 4,539,745 —
Turbo Buyer, Inc.(1)(2) Delayed Draw Term Loan 2,070,000 —
USLS Acquisition, Inc.(1) Delayed Draw Term Loan — 450,466
Utac Ceram(1)(2)(3) Delayed Draw Term Loan — 743,327
Waccamaw River(2) Joint Venture 11,280,000 —
W2O Holdings, Inc.(1) Delayed Draw Term Loan 3,831,517
Woodland Foods, Inc.(1)(2) Revolver 2,069,868 5,989,298
Total unused commitments to extend financing $ 234,657,529 $ 159,236,659
(1) The Company's estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
(2) Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost.
(3) Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(4) Actual commitment amount is denominated in British pounds sterling.Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(5) Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
(6) Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In the normal course of business, the Company guarantees certain obligations in connection with its portfolio companies (in particular, certain controlled portfolio companies). Under these guarantee arrangements, payments may be required to be made to third parties if such guarantees are called upon or if the portfolio companies were to default on their related obligations, as applicable. As of December 31, 2021 and 2020, we had guaranteed €9.9 million ($11.3 million U.S. dollars and $12.1 million U.S. dollars, respectively) relating to credit facilities among Erste Bank and MVC Automotive Group Gmbh ("MVC Auto"). The Company would be required to make payments to Erste Bank if MVC Auto were to default on their related payment obligations. None of the credit facility guarantees are recorded as a liability on the Company's Consolidated Balance Sheets, as such the credit facility liabilities are considered in the valuation of the investments in MVC Auto. The guarantees denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date.
In addition, as of December 31, 2020, we agreed to cash collateralize a $3.5 million letter of credit for Security Holdings B.V. The $3.5 million cash collateralization is reflected as "Restricted cash" on the accompanying Consolidated Balance Sheets as of December 31, 2020. The letter of credit expired on April 30, 2021, and as of December 31, 2021, none of the Company’s cash was restricted.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
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. Furthermore, third parties may seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.
COVID-19 Developments
During the year ended December 31, 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.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
9. Financial Highlights
Year Ended December 31,
2021 2020 2019 2018 2017
Per share data:
Net asset value at beginning of period $ 10.99 $ 11.66 $ 10.98 $ 13.43 $ 15.13
Net investment income(1) 0.90 0.64 0.61 — 1.55
Net realized loss on investments / foreign currency(1) (0.05) (0.79) (0.08) (3.17) (1.11)
Net unrealized appreciation (depreciation) on investments / foreign currency(1) 0.34 0.38 0.64 1.08 (1.04)
Total increase (decrease) from investment operations(1) 1.19 0.23 1.17 (2.09) (0.60)
Dividends paid to stockholders from net investment income (0.79) (0.65) (0.54) (0.41) (1.65)
Tax return of capital to stockholders (0.03) — — (0.02) —
Total dividends and distributions paid (0.82) (0.65) (0.54) (0.43) (1.65)
Common stock offerings — (0.63) — — 0.61
Deemed contribution - CSA — 0.28 — — —
Deemed contribution - Barings LLC — 0.07 — — —
Purchase of shares in tender offer — — — 0.13 —
Purchases of shares in share repurchase plan — 0.05 0.07 — —
Stock-based compensation(1) — — — 0.17 (0.01)
Shares issued pursuant to Dividend Reinvestment Plan — — — — 0.01
Loss on extinguishment of debt(1) — (0.06) (0.01) (0.21) —
Benefit from (provision for) taxes(1) — — (0.01) 0.02 (0.02)
Other — 0.04 — (0.04) (0.04)
Net asset value at end of period $ 11.36 $ 10.99 $ 11.66 $ 10.98 $ 13.43
Market value at end of period(2) $ 11.02 $ 9.20 $ 10.28 $ 9.01 $ 9.49
Shares outstanding at end of period 65,316,085 65,316,085 48,950,803 51,284,064 47,740,832
Net assets at end of period $ 741,930,763 $ 717,804,524 $ 570,874,709 $ 562,967,287 $ 641,275,374
Average net assets $ 739,250,121 $ 517,740,268 $ 579,198,975 $ 628,154,942 $ 667,188,287
Ratio of total expenses, prior to waiver of base management fee, including loss on extinguishment of debt and benefit from (provision for) taxes, to average net assets (3) 10.33 % 8.33 % 7.90 % 14.54 % 7.74 %
Ratio of total expenses, net of base management fee waived, including loss on extinguishment of debt and benefit from (provision for) taxes, to average net assets(3) 10.33 % 8.33 % 7.90 % 14.31 % 7.74 %
Ratio of net investment income to average net assets 7.98 % 5.99 % 5.27 % (0.01) % 10.83 %
Portfolio turnover ratio(4) 68.63 % 67.80 % 113.99 % 228.49 % 37.02 %
Total return(5) 29.34 % (2.17) % 20.27 % 18.18 % (42.15) %
(1) Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.
(2) Represents the closing price of the Company’s common stock on the last day of the period.
(3) Does not include expenses of underlying investment companies, including joint ventures and short-term investments.
(4) Portfolio turnover ratio as of December 31, 2021 and 2020 excludes the impact of short-term investments. Portfolio turnover ratio as of December 31, 2020 excludes the impact of the MVC Acquisition.
(5) Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company's dividend reinvestment plan during the period.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
10. MVC Capital, Inc. Acquisition
On December 23, 2020, the Company completed its acquisition of MVC pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “ MVC Merger Agreement”), dated as of August 10, 2020, with MVC, Mustang Acquisition Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Acquisition Sub”), and Barings. To effect the acquisition, Acquisition Sub merged with and into MVC, with MVC surviving the merger as our wholly owned subsidiary (the “First MVC Merger”). Immediately thereafter, MVC merged with and into the Company, with the Company as the surviving company (the “Second MVC Merger” and, together with the First MVC Merger, the “MVC Merger”). The Merger has been treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.
Pursuant to the MVC Merger Agreement, MVC stockholders received the right to the following merger consideration in exchange for each share of MVC common stock issued and outstanding immediately prior to the effective time of the First MVC Merger (other than shares of MVC common stock issued and outstanding immediately prior to the effective time of the First MVC Merger that were held by a subsidiary of MVC or held, directly or indirectly, by the Company or the Acquisition Sub), in accordance with the MVC Merger Agreement: (i) an amount in cash from Barings, without interest, equal to $0.39492, and (ii) 0.9790836 shares of the Company’s common stock, which ratio gave effect to the Euro-dollar exchange rate adjustment mechanism in the MVC Merger Agreement, plus cash in lieu of fractional shares. The Company issued approximately 17,354,332 shares of its common stock to MVC’s then-existing stockholders in connection with the MVC Merger, thereby resulting in the Company’s then-existing stockholders owning approximately 73.4% of the combined company and MVC's then-existing stockholders owning approximately 26.6% of the combined company.
In connection with the closing of the MVC Merger on December 23, 2020, the Board affirmed the Company’s commitment to open-market purchases of shares of its common stock in an aggregate amount of up to $15.0 million at then-current market prices at any time shares trade below 90% of the Company’s then most recently disclosed net asset value per share. Any repurchases pursuant to the authorized program will occur during the 12-month period that commenced 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, regulatory and contractual requirements, including covenants under the February 2019 Credit Facility. During the year ended December 31, 2021, the Company did not repurchase any shares under the authorized program.
In connection with the MVC Acquisition, on December 23, 2020, following the closing of the MVC Merger, the Company entered into the Amended and Restated Advisory Agreement with Barings, effective January 1, 2021. Promptly following the closing of the MVC Merger, the Company also entered into the MVC Credit Support Agreement with Barings. See “Note 2 - Agreements and Related Party Transactions” for more information regarding the Amended and Restated Advisory Agreement and the MVC Credit Support Agreement.
In connection with the closing of the MVC Merger, MVC notified U.S. Bank National Association ("U.S. Bank"), the trustee for MVC Capital's 6.25% Senior Notes due 2022 (the "MVC Notes"), of the election to redeem the remaining $95.0 million in aggregate principal amount of the MVC Notes outstanding at a price equal to 100% of the principal amount of the MVC Notes, plus accrued and unpaid interest on the Notes to, but excluding, the date of redemption, and the Company caused the discharge of the MVC Notes by entering into a Satisfaction and Discharge of Indenture, dated December 23, 2020, with respect to the indenture governing the MVC Notes. The trustee provided notice of such redemption to the holders of the MVC Notes in accordance with the terms of the indenture governing the MVC Notes. The redemption was completed on January 22, 2021 and was funded with trust funds deposited with U.S. Bank in trust for such purpose.
The MVC Acquisition was accounted for in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues . 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. 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. 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.
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
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.
The fair value of the merger consideration paid by the Company was allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and did not give rise to goodwill. Since the fair value of the net assets acquired exceeded the fair value of the merger consideration paid by the Company, the Company recognized a deemed contribution from the Adviser.
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the MVC Acquisition:
Common stock issued by the Company $ 160,354,027
Cash consideration paid by the Company(1) 7,633,267
Deemed contribution from Barings LLC(2) 3,254,849
Total purchase price $ 171,242,143
Assets acquired:
Investments(3) $ 185,041,442
Cash 71,267,327
Other assets(4) 10,961,944
Total assets acquired $ 267,270,713
Liabilities assumed(5) (96,028,570)
Net assets acquired $ 171,242,143
(1) During the year ended December 31, 2020, the Company incurred $7.6 million in professional fees and other costs related to the MVC Acquisition. For the year ended December 31, 2020, these costs included $2.5 million one-time investment banking fees.
(2) Non-cash operating activity included in "Acquisition of MVC Capital, net of cash acquired" on the Company's Consolidated Statements of Cash Flows
(3) Investments acquired were recorded at fair value, which is also the Company's initial cost basis
(4) Other assets acquired in the MVC Acquisition consisted of the following:
Interest receivable $ 9,530,086
Fees receivable 927,889
Escrow receivable 500,000
Other assets 3,969
Total $ 10,961,944
(5) Liabilities assumed in the MVC Acquisition consisted of the following:
Notes payable(a) $ 93,815,587
Accrued interest payable 1,138,023
Other liabilities 1,074,960
Total $ 96,028,570
(a) On December 23, 2020, MVC and the Company deposited with the trustee for the MVC Notes funds from cash on hand sufficient to satisfy all obligations remaining to the redemption date for the MVC Notes under the indenture, and the trustee for the MVC Notes entered into a Satisfaction and Discharge of Indenture with the Company with respect to the indenture governing the MVC Notes. The redemption was completed on January 22, 2021 with such trust funds.
F-89
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
11. Sierra Acquisition
On September 21, 2021, the Company entered into an Agreement and Plan of Merger (the “Sierra Merger Agreement”) by and among the Company, Mercury Acquisition Sub, Inc., a Maryland corporation and a direct wholly owned subsidiary of the Company (“Sierra Acquisition Sub”), Sierra Income Corporation, a Maryland corporation (“Sierra”), and Barings. The Sierra Merger Agreement provides that, on the terms and subject to the conditions set forth in the Sierra Merger Agreement, Sierra 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 Sierra Merger”) and, immediately thereafter, Sierra will merge with and into the Company, with the Company continuing as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”). The Board and the board of directors of Sierra, including all of the respective independent directors, have approved the Sierra Merger Agreement and the transactions contemplated therein. The parties to the Sierra Merger Agreement intend the Sierra Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code.
In the First Sierra Merger, each share of Sierra common stock issued and outstanding immediately prior to the effective time of the First Sierra Merger (excluding any shares cancelled pursuant to the Sierra 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 “Sierra Cash Consideration”) and (ii) 0.44973 of a validly issued, fully paid and non-assessable share of the Company’s common stock (the “Sierra Share Consideration” and, together with the Sierra Cash Consideration, the “Sierra Merger Consideration”).
The Sierra 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 Sierra Merger. The 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).
The Sierra 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. 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 Sierra Merger Agreement and enter into an Alternative Acquisition Agreement (as defined in the Sierra Merger Agreement) for a Superior Proposal (as defined in the Sierra 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.
Consummation of the First Sierra 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 Sierra 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 Sierra 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 Sierra 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 Sierra Merger, (5) effectiveness of the registration statement for the Company common stock to be issued as consideration in the First Sierra Merger, (6) approval for listing on the NYSE of the Company common stock to be issued as consideration in the First Sierra Merger, (7) subject to certain materiality standards, the accuracy of the representations and warranties and compliance with the covenants of each party to the Sierra 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).
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Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
Barings, as party to the Sierra 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 Sierra Merger.
In addition, the Company and Sierra will take steps necessary to provide for the repayment at closing of Sierra’s existing loan agreement. The Sierra Merger Agreement also contains certain termination rights in favor of the Company and Sierra, including if the First Sierra 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.
Further, the Company will enter into an amendment and restatement of the Amended and Restated Advisory Agreement, effective as of the closing of the Sierra Merger, to raise the annualized hurdle rate thereunder from 8.0% to 8.25%. Following the closing of the Sierra 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.
The Company is expected to account for the Sierra Merger as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues . 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. 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. 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. 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.
If the fair value of the net assets to be acquired exceeds the fair value of the Sierra 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. If the fair value of net assets to be acquired exceeds the fair value of the Sierra Merger Consideration to be paid by the Company and by Barings, then the Company would also recognize a purchase accounting gain. Alternatively, if the fair value of the net assets to be acquired is less than the fair value of the portion of the Sierra Merger Consideration to be paid by the Company, then the Company would recognize a purchase accounting loss. The Company expects any potential gain or loss would be classified as unrealized on the statement of operations until the underlying assets are sold.
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. The final allocation of the purchase price will be determined after the Sierra Merger is completed and after completion of a final analysis to determine the estimated relative fair values of the acquired assets and liabilities.
F-91
Barings BDC, Inc.
Notes to Consolidated Financial Statements — (Continued)
12. Selected Quarterly Financial Data (Unaudited)
The following tables set forth certain quarterly financial information for each of the eight quarters in the two years ended December 31, 2021. Results for any quarter are not necessarily indicative of results for the full year or for any future quarter.
Quarter Ended
March 31,
2021 June 30,
2021 September 30,
2021 December 31,
2021
Total investment income $ 30,593,231 $ 33,153,488 $ 34,983,825 $ 36,604,830
Net investment income 14,374,134 14,557,658 14,857,019 15,171,528
Net increase in net assets resulting from operations 22,488,279 29,308,031 14,410,382 11,478,737
Net investment income per share $ 0.22 $ 0.22 $ 0.23 $ 0.23
Quarter Ended
March 31,
2020 June 30,
2020 September 30,
2020 December 31,
2020
Total investment income $ 18,679,598 $ 16,139,764 $ 16,329,142 $ 19,882,564
Net investment income 7,294,069 6,529,129 7,952,605 9,212,001
Net increase (decrease) in net assets resulting from operations (112,521,747) 54,748,708 43,177,627 22,772,205
Net investment income per share $ 0.15 $ 0.14 $ 0.17 $ 0.19
13. Subsequent Events
Subsequent to December 31, 2021, the Company made approximately $126.3 million of new commitments, of which $104.8 million closed and funded. The $104.8 million of investments consists of $75.8 million of first lien senior secured debt investments and $28.9 million of equity and joint venture investments. The weighted average yield of the debt investments was 6.3%. In addition, the Company funded $7.9 million of previously committed revolvers and delayed draw term loans.
On February 1, 2022, the Board declared a quarterly distribution of $0.23 per share payable on February 23, 2022 to holders of record as of February 16, 2022.
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