Item 1. Financial Statements
Item 1. Financial Statements.
Barings BDC, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
March 31,
2022 December 31, 2021
(Unaudited)
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $1,950,064 and $1,494,031 as of March 31, 2022 and December 31, 2021, respectively)
$ 1,917,558 $ 1,490,113
Affiliate investments (cost of $336,327 and $267,967 as of March 31, 2022 and December 31, 2021, respectively)
364,753 288,069
Control investments (cost of $105,210 and $25,826 as of March 31, 2022 and December 31, 2021, respectively)
121,114 22,412
Total investments at fair value 2,403,425 1,800,594
Cash 106,400 49,987
Foreign currencies (cost of $47,990 and $34,069 as of March 31, 2022 and December 31, 2021, respectively)
48,031 34,266
Interest and fees receivable 43,096 33,645
Prepaid expenses and other assets 2,662 4,297
Credit support agreements (cost of $58,000 and $13,600 as of March 31, 2022 and December 31, 2021, respectively)
59,400 15,400
Deferred financing fees 4,102 2,985
Receivable from unsettled transactions 182,294 219,732
Total assets $ 2,849,410 $ 2,160,906
Liabilities:
Accounts payable and accrued liabilities $ 10,444 $ 2,341
Interest payable 10,450 5,704
Administrative fees payable 973 750
Base management fees payable 5,872 5,422
Incentive management fees payable 4,754 4,067
Derivative liabilities 3,108 1,160
Payable from unsettled transactions 21,195 26,786
Borrowings under credit facilities 757,217 655,189
Notes payable (net of deferred financing fees) 717,841 717,556
Total liabilities 1,531,854 1,418,975
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (150,000,000 shares authorized, 111,095,334 and 65,316,085 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)
111 65
Additional paid-in capital 1,597,257 1,027,687
Total distributable earnings (loss) (279,812) (285,821)
Total net assets 1,317,556 741,931
Total liabilities and net assets $ 2,849,410 $ 2,160,906
Net asset value per share $ 11.86 $ 11.36
See accompanying notes.
3
Barings BDC, Inc.
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share data)
Three Months
Ended
Three Months
Ended
March 31,
2022 March 31,
2021
Investment income:
Interest income:
Non-Control / Non-Affiliate investments $ 31,624 $ 25,096
Affiliate investments 172 —
Control investments 273 107
Short-term investments — 11
Total interest income 32,069 25,214
Dividend income:
Non-Control / Non-Affiliate investments 123 —
Affiliate investments 7,570 72
Total dividend income 7,693 72
Fee and other income:
Non-Control / Non-Affiliate investments 2,223 1,973
Affiliate investments 13 —
Control investments (1,039) 160
Total fee and other income 1,197 2,133
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments 2,287 3,037
Affiliate investments 44 136
Control investments 467 —
Total payment-in-kind interest income 2,798 3,173
Interest income from cash — 1
Total investment income 43,757 30,593
Operating expenses:
Interest and other financing fees 11,661 7,285
Base management fee (Note 2) 5,872 3,929
Incentive management fees (Note 2) 4,754 2,722
General and administrative expenses (Note 2) 2,455 2,301
Total operating expenses 24,742 16,237
Net investment income before taxes 19,015 14,356
Income taxes, including excise tax expense 6 (18)
Net investment income after taxes 19,009 14,374
4
Barings BDC, Inc.
Unaudited Consolidated Statements of Operations — (Continued)
(in thousands, except share and per share data)
Three Months
Ended
Three Months
Ended
March 31,
2022 March 31,
2021
Realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements and foreign currency transactions:
Net realized gains (losses):
Non-Control / Non-Affiliate investments (250) 2,891
Affiliate investments 101 (77)
Net realized gains (losses) on investments (149) 2,814
Foreign currency transactions (1,293) (975)
Net realized gains (losses) (1,442) 1,839
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments (28,587) 5,357
Affiliate investments 12,996 2,445
Control investments 14,644 (3,969)
Net unrealized appreciation (depreciation) on investments (947) 3,833
Credit support agreements (400) (1,600)
Foreign currency transactions 4,812 4,042
Net unrealized appreciation 3,465 6,275
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, credit support agreements and foreign currency transactions 2,023 8,114
Net increase in net assets resulting from operations $ 21,032 $ 22,488
Net investment income per share—basic and diluted $ 0.23 $ 0.22
Net increase in net assets resulting from operations per share—basic and diluted $ 0.25 $ 0.34
Dividends/distributions per share:
Total dividends/distributions per share $ 0.23 $ 0.19
Weighted average shares outstanding—basic and diluted 82,656,326 65,316,085
See accompanying notes.
5
Barings BDC, Inc.
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands, except share amounts)
Common Stock Additional
Paid-In
Capital Total Distributable Earnings (Loss) Total
Net
Assets
Three Months Ended March 31, 2021
Number
of Shares Par
Value
Balance, December 31, 2020 65,316,085 $ 65 $ 1,027,707 $ (309,968) $ 717,804
Net investment income — — — 14,374 14,374
Net realized gain on investments / foreign currency transactions — — — 1,839 1,839
Net unrealized appreciation of investments / CSA / foreign currency transactions — — — 6,275 6,275
Dividends / distributions — — — (12,410) (12,410)
Balance, March 31, 2021 65,316,085 $ 65 $ 1,027,707 $ (299,890) $ 727,882
Common Stock Additional
Paid-In
Capital Total Distributable Earnings (Loss) Total
Net
Assets
Three Months Ended March 31, 2022
Number
of Shares Par
Value
Balance, December 31, 2021 65,316,085 $ 65 $ 1,027,687 $ (285,821) $ 741,931
Net investment income — — — 19,009 19,009
Net realized loss on investments / foreign currency transactions — — — (1,442) (1,442)
Net unrealized appreciation of investments / CSA / foreign currency transactions — — — 3,465 3,465
Dividends / distributions — — — (15,023) (15,023)
Deemed Contribution - CSA (See Note 2) — 44,400 — 44,400
Deemed contribution - from Adviser (See Note 9) — 27,904 — 27,904
Public offering of common stock 45,986,926 46 499,372 — 499,418
Purchases of shares in repurchase plan (207,677) — (2,106) — (2,106)
Balance, March 31, 2022 111,095,334 $ 111 $ 1,597,257 $ (279,812) $ 1,317,556
See accompanying notes.
6
Barings BDC, Inc.
Unaudited Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended
Three Months Ended
March 31, 2022 March 31, 2021
Cash flows from operating activities:
Net increase in net assets resulting from operations $ 21,032 $ 22,488
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investments (335,519) (276,456)
Net cash acquired from mergers (cash consideration paid) (See Note 9) 101,896 —
Transaction costs from mergers (See Note 9) (2,866) —
Repayments received/sales of portfolio investments 210,493 188,160
Purchases of short-term investments — (198,550)
Sales of short-term investments — 190,542
Loan origination and other fees received 5,314 4,578
Net realized (gain) loss on investments 149 (2,814)
Net realized loss on foreign currency transactions 1,293 975
Net unrealized appreciation on investments 947 (3,832)
Net unrealized depreciation of CSA 400 1,600
Net unrealized appreciation on foreign currency transactions (4,812) (4,042)
Payment-in-kind interest (2,798) (3,174)
Amortization of deferred financing fees 732 344
Accretion of loan origination and other fees (1,523) (1,481)
Amortization / accretion of purchased loan premium / discount (339) (1,980)
Changes in operating assets and liabilities:
Interest and fees receivables (13,134) (2,935)
Prepaid expenses and other assets (1,881) 1,264
Accounts payable and accrued liabilities (2,962) (1,668)
Interest payable 4,746 1,869
Net cash used in operating activities (18,832) (85,112)
Cash flows from financing activities:
Borrowings under credit facilities 107,704 29,824
Repayments of credit facilities — (134,083)
Proceeds from notes — 150,000
Financing fees paid (1,565) (191)
Purchases of shares in repurchase plan (2,106) —
Cash dividends / distributions paid (15,023) (12,410)
Net cash provided by (used in) financing activities 89,010 33,140
Net increase (decrease) in cash and foreign currencies 70,178 (51,972)
Cash and foreign currencies, beginning of period 84,253 92,487
Cash and foreign currencies, end of period $ 154,431 $ 40,515
Supplemental Information:
Cash paid for interest $ 5,966 $ 4,903
Supplemental non-cash information
Acquisitions (See Note 9):
Fair value of Sierra net assets acquired, net of cash $ (435,811) $ —
Transaction Costs 7,520 —
Common stock issued in acquisition of Sierra net assets 499,418 —
Credit support agreement (See Note 2) (44,400) —
Deemed contribution -from Adviser 27,904 —
Deemed contributions - CSA 44,400 —
See accompanying notes.
7
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc. (1.2%)* (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) $ 16,474 $ 16,240 $ 16,445
16,474 16,240 16,445
Accelerant Holdings (0.4%)* (7)
Banking, Finance, Insurance & Real Estate Class A Convertible Preferred Equity (5,000 shares, Acquired 01/22) 5,000 5,103
5,000 5,103
Accelerate Learning, Inc.
(0.6%)* (7) (8) (10)
Education Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/18, Due 12/24) 7,568 7,492 7,442
7,568 7,492 7,442
Acclime Holdings HK Limited
(0.1%)* (3) (7) (8) (11)
Business Services First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.0% Cash, Acquired 08/21, Due 07/27) 1,211 1,142 1,153
1,211 1,142 1,153
Accurus Aerospace Corporation (1.9%)* (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) 24,874 24,699 24,563
24,874 24,699 24,563
Acogroup (1.7%)* (3) (7) (8) (16)
Business Services First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 03/22, Due 10/26) 23,622 22,760 23,031
23,622 22,760 23,031
ADB Safegate (0.4%)* (3) (8) (10)
Aerospace & Defense Second Lien Senior Secured Term Loan (LIBOR + 7.75%, 8.8% Cash, Acquired 08/21, Due 10/25) 5,500 5,113 5,118
5,500 5,113 5,118
Advantage Software Company (The), LLC (0.1%)* (7)
Advertising, Printing & Publishing Class A1 Partnership Units (8,717.76 units, Acquired 12/21) 280 902
Class A2 Partnership Units (2,248.46 units, Acquired 12/21) 72 233
Class B1 Partnership Units (8,717.76 units, Acquired 12/21) 9 6
Class B2 Partnership Units (2,248.46 units, Acquired 12/21) 2 2
363 1,143
Aftermath Bidco Corporation (0.7%)* (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 9,307 9,227
9,425 9,307 9,227
Air Canada 2020-2 Class B Pass Through Trust (0.5%)* Airlines Structured Secured Note - Class B (9.0% Cash, Acquired 09/20, Due 10/25) 6,170 6,170 6,586
6,170 6,170 6,586
Air Comm Corporation, LLC (0.9%)* (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 11,299 11,319
11,539 11,299 11,319
AIT Worldwide Logistics Holdings, Inc. (0.5%)* (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 6,328 6,320
Partnership Units (348.68 units, Acquired 04/21) 349 686
6,460 6,677 7,006
Alpine SG, LLC (2.0%)* (7) (8) (9) (31)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/22, Due 11/27) 26,957 26,418 26,418
26,957 26,418 26,418
Alpine US Bidco LLC (2.4%)* (7) (8) (9)
Agricultural Products Second Lien Senior Secured Term Loan (LIBOR + 9.0%, 9.8% Cash, Acquired 05/21, Due 05/29) 18,157 17,654 17,612
18,157 17,654 17,612
AMMC CLO 22, Limited Series 2018-22A (0.3%)* (3) (31)
Multi-Sector Holdings Subordinated Structured Notes (Residual Interest, current yield 12.61%, Acquired 02/22, Due 04/31)
7,222 4,690 4,267
7,222 4,690 4,267
AMMC CLO 23, Ltd. Series 2020-23A (0.1%)* (3) (31)
Multi-Sector Holdings Subordinated Structured Notes (Residual Interest, current yield 12.35%, Acquired 02/22, Due 10/30)
2,000 1,948 1,781
2,000 1,948 1,781
8
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Amtech LLC (0.2%)* (7) (8)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27) (9)
$ 2,291 $ 2,210 $ 2,225
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27) (10)
— (13) (12)
2,291 2,197 2,213
Anagram Holdings, LLC (1.2%)* (3)
Chemicals, Plastics, & Rubber First Lien Senior Secured Note (10.0% Cash, 5.0% PIK, Acquired 08/20, Due 08/25) 14,755 13,866 15,714
14,755 13,866 15,714
AnalytiChem Holding Gmbh (0.2%)* (3) (7) (8) (16)
Chemicals First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 11/21, Due 12/28) 2,740 2,589 2,551
2,740 2,589 2,551
Anju Software, Inc. (1.0%)* (7) (8) (9)
Application Software First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.3% Cash, Acquired 02/19, Due 02/25) 13,528 13,368 12,865
13,528 13,368 12,865
AP Aristotle Holdings, LLC (0.1)* (7)
Oil Field Services Subordinated Term Loan (19.8% Cash, Acquired 12/21, Due 06/25) 1,588 1,594 1,592
1,588 1,594 1,592
Apex Bidco Limited (0.2%)* (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) (13)
1,919 1,871 1,919
Subordinated Senior Unsecured Term Loan (8.0% PIK, Acquired 01/20, Due 07/27) 275 270 275
2,194 2,141 2,194
Apidos CLO XXIV, Series 2016-24A (0.5%)* (3) (31)
Multi-Sector Holdings Subordinated Structured Notes (Residual Interest, current yield 19.24%, Acquired 02/22, Due 10/30)
18,358 7,557 6,946
18,358 7,557 6,946
Aptus 1829. GmbH (0.4%)* (3) (7)
Chemicals, Plastics, & Rubber First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 09/21, Due 09/27) (8) (16)
5,301 5,455 5,190
Preferred Stock (13 shares, Acquired 09/21) 120 111
Common Stock (48 shares, Acquired 09/21) 12 11
5,301 5,587 5,312
Apus Bidco Limited (0.3%)* (3) (7) (8) (22)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.5% Cash, Acquired 02/21, Due 03/28) 3,793 3,877 3,725
3,793 3,877 3,725
AQA Acquisition Holding, Inc. (1.5%)* (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 19,523 19,647
20,000 19,523 19,647
Aquavista Watersides 2 LTD (0.5%)* (3) (7) (8) (22)
Transportation Services First Lien Senior Secured Term Loan (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/28) 5,873 5,709 5,661
Revolver (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/22) — (3) (4)
Second Lien Senior Secured Term Loan (SONIA + 10.5% PIK, Acquired 12/21, Due 12/28) 1,468 1,447 1,436
7,341 7,153 7,093
Arch Global Precision LLC (0.7%)* (7) (8) (10)
Industrial Machinery First Lien Senior Secured Term Loan (LIBOR + 4.75%, 4.8% Cash, Acquired 04/19, Due 04/26) 9,248 9,244 9,155
9,248 9,244 9,155
Archimede (0.6%)* (3) (7) (8) (16)
Consumer Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 10/20, Due 10/27) 8,234 8,767 8,094
8,234 8,767 8,094
Argus Bidco Limited (0.2%)* (3) (7) (8)
High Tech Industries First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.8% Cash, Acquired 12/20, Due 12/27) (21)
2,607 2,562 2,597
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 5.8% Cash, Acquired 05/21, Due 12/27) (10)
672 654 669
3,279 3,216 3,266
Armstrong Transport Group (Pele Buyer, LLC ) (0.3%)* (7) (8) (10)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 06/19, Due 06/24) 4,015 3,962 3,948
4,015 3,962 3,948
Arrow International, Inc. (1.1%)* (7) (8) (10) (31)
Hotel, Gaming & Leisure First Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.5% Cash, Acquired 02/22, Due 12/25) 15,000 15,000 15,000
15,000 15,000 15,000
9
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
ASPEQ Heating Group LLC (0.6%)* (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) $ 8,435 $ 8,353 $ 8,435
8,435 8,353 8,435
Astra Bidco Limited (0.2%)* (3) (7) (8) (21)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.75%, 5.8% Cash, Acquired 11/21, Due 11/28) 2,148 2,089 2,068
2,148 2,089 2,068
Auxi International (0.2%)* (3) (7) (8)
Commercial Finance First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 12/19, Due 12/26) (17)
1,558 1,522 1,418
First Lien Senior Secured Term Loan (SONIA + 6.25%, 6.3% Cash, Acquired 04/21, Due 12/26) (22)
882 898 803
2,440 2,420 2,221
Avance Clinical Bidco Pty Ltd (0.2%)* (3) (7) (8) (24)
Healthcare First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 11/21, Due 11/27) 2,651 2,395 2,543
2,651 2,395 2,543
Aviation Technical Services, Inc.(1.9%)* (7) (8) (9) (31)
Aerospace & Defense Second Lien Senior Secured Term Loan (LIBOR + 2.0%, 2.2% Cash, 6.5% PIK, Acquired 02/22, Due 03/25) 27,042 25,699 25,690
27,042 25,699 25,690
AVSC Holding Corp. (0.9%)* Advertising First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, 0.25% PIK, Acquired 08/18, Due 03/25) (8) (10)
4,857 4,430 4,570
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.0% PIK, Acquired 08/18, Due 10/26) (8) (10)
748 695 711
First Lien Senior Secured Term Loan (5.0% Cash, 10.0% PIK, Acquired 11/20, Due 10/26) 5,651 5,542 6,518
11,256 10,667 11,799
Azalea Buyer, Inc. (0.4%)* (7)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27) (8) (10)
4,606 4,500 4,507
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27) (8) (10)
— (9) (9)
Subordinated Term Loan (12.0% PIK, Acquired 11/21, Due 05/28) 1,260 1,235 1,237
Common Stock (192,307.7 shares, Acquired 11/21) 192 192
5,866 5,918 5,927
Bariacum S.A. (0.5%)* (3) (7) (8) (16)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 6,342 6,243 6,139
6,342 6,243 6,139
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) 14,812 14,621 14,812
14,812 14,621 14,812
Benify (Bennevis AB)
(0.1%)* (3) (7) (8) (26)
High Tech Industries First Lien Senior Secured Term Loan (STIBOR + 5.25%, 5.3% Cash, Acquired 07/19, Due 07/26) 1,249 1,223 1,249
1,249 1,223 1,249
Beyond Risk Management, Inc.
(0.2%)* (7) (8) (10)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 10/21, Due 10/27) 2,427 2,345 2,343
2,427 2,345 2,343
Bidwax (0.6%)* (3) (7) (8) (16)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, Acquired 02/21, Due 02/28) 7,789 8,069 7,603
7,789 8,069 7,603
BigHand UK Bidco Limited (0.3%)* (3) (7) (8) (21)
High Tech Industries First Lien Senior Secured Term Loan (SONIA + 5.5%, 5.5% Cash, Acquired 01/21, Due 01/28) 3,416 3,360 3,313
3,416 3,360 3,313
Bounteous, Inc. (0.1%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27) 1,905 1,817 1,823
1,905 1,817 1,823
Brightline Trains Florida LLC (0.4%)* (7)
Transportation Senior Secured Note (8.0% Cash, Acquired 08/21, Due 01/28) 5,000 5,000 4,825
5,000 5,000 4,825
Brightpay Limited (0.2%)* (3) (7) (8) (16)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 10/21, Due 10/28) 2,058 2,078 2,012
2,058 2,078 2,012
10
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
BrightSign LLC (0.6%)* (7)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27) (8) (10)
$ 6,779 $ 6,707 $ 6,664
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27) (8) (10)
— (12) (23)
LLC units (1,107,492.71 units, Acquired 10/21) 1,107 1,107
6,779 7,802 7,748
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) 783 783 862
783 783 862
British Engineering Services Holdco Limited (1.1%)* (3) (7) (8) (22)
Commercial Services & Supplies First Lien Senior Secured Term Loan (SONIA + 7.03%, 7.0% Cash, Acquired 12/20, Due 12/27) 15,097 15,094 14,689
15,097 15,094 14,689
Brook & Whittle Holding Corp.(0.1%)* (7) (8) (10) (31)
Containers, Packaging & Supplies First Lien Senior Secured Term Loan (LIBOR + 4.0%, 4.5% Cash, Acquired 02/22, Due 12/28) 1,994 1,974 1,944
1,994 1,974 1,944
Brown Machine Group Holdings, LLC (0.5%)* (7) (8) (10)
Industrial Equipment First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 10/18, Due 10/24) 6,281 6,240 6,281
6,281 6,240 6,281
Cadent, LLC (f/k/a Cross MediaWorks) (0.5%)* (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 6,892 6,913
6,913 6,892 6,913
CAi Software, LLC (0.7%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) 9,057 8,882 8,894
Revolver (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) — (18) (17)
9,057 8,864 8,877
Canadian Orthodontic Partners Corp.(0.1%)* (3) (7) (8) (25)
Healthcare First Lien Senior Secured Term Loan (CDOR + 6.5%, 7.5% Cash, Acquired 06/21, Due 03/26) 1,703 1,741 1,666
1,703 1,741 1,666
Cardenas Markets, LLC (0.1%)* (7) (8) (10) (31)
Retail First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 02/22, Due 06/27) 1,990 1,985 1,950
1,990 1,985 1,950
Carlson Travel, Inc (0.7%)* Business Travel Management First Lien Senior Secured Note (8.5% Cash, Acquired 11/21, Due 11/26) 6,050 5,670 5,959
Common Stock (94,155 shares, Acquired 11/21) 1,655 2,787
6,050 7,325 8,746
Centralis Finco S.a.r.l. (0.1%)* (3) (7) (8) (16)
Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/20, Due 05/27) 789 740 789
789 740 789
Ceres Pharma NV (0.1%)* (3) (7) (8) (17)
Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 10/21, Due 10/28) 1,342 1,285 1,254
1,342 1,285 1,254
CGI Parent, LLC (1.4%)* (7)
Business Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28) (8) (10)
17,796 17,446 17,440
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28) (8) (10)
441 408 408
Preferred Stock (551 shares, Acquired 02/22) 551 551
18,237 18,405 18,399
Cineworld Group PLC (0.2%)* (3)
Leisure Products Super Senior Secured Term Loan (7.0% Cash, 8.3% PIK, Acquired 11/20, Due 05/24) 1,824 1,640 2,152
Super Senior Secured Term Loan (LIBOR + 8.25% Cash, 9.3% Cash, Acquired 07/21, Due 02/25) (8) (11)
994 964 1,056
Warrants (553,375 units, Acquired 12/20) 102 84
2,818 2,706 3,292
Classic Collision (Summit Buyer, LLC) (0.5%)* (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) 6,640 6,528 6,526
6,640 6,528 6,526
CM Acquisitions Holdings Inc. (1.4%)* (7) (8) (19)
Internet & Direct Marketing First Lien Senior Secured Term Loan (SOFR + 4.75%, 5.8% Cash, Acquired 05/19, Due 05/25) 19,106 18,911 18,819
19,106 18,911 18,819
11
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
CMT Opco Holding, LLC (Concept Machine) (0.3%)* (7) (8)
Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 01/20, Due 01/25) (10)
$ 4,144 $ 4,094 $ 3,894
LLC Units (8,782 units, Acquired 01/20) 352 72
4,144 4,446 3,966
Coastal Marina Holdings, LLC (1.4%)* (7)
Other Financial Subordinated Term Loan (10.0% PIK, Acquired 11/21, Due 11/31) 4,901 4,472 4,447
Subordinated Term Loan (8.0% Cash, Acquired 11/21, Due 11/31) 13,044 11,873 11,830
LLC Units (547,591 units, Acquired 11/21) 1,643 2,177
17,945 17,988 18,454
Cobham Slip Rings SAS (0.1%)* (3) (7) (8) (10)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 11/21, Due 11/28) 1,303 1,273 1,276
1,303 1,273 1,276
Command Alkon (Project Potter Buyer, LLC) (1.0%)* (7)
Software First Lien Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 04/20, Due 04/27) (8) (9)
13,708 13,265 13,602
Class A Units (90.384 units, Acquired 04/20) 90 101
Class B Units (33,324.69 units, Acquired 04/20) — 199
13,708 13,355 13,902
Contabo Finco S.À R.L (0.4%)* (3) (7) (8) (16)
Internet Software & Services First Lien Senior Secured Term Loan (EURIBOR 5.25%, 5.3% Cash, Acquired 11/21, Due 10/26) 5,821 5,768 5,733
5,821 5,768 5,733
Core Scientific, Inc. (1.5%)* (3) (7)
Technology First Lien Senior Secured Term Loan (9.8% Cash, Acquired 03/22, Due 03/25) 20,000 20,200 20,000
20,000 20,200 20,000
Coyo Uprising GmbH (0.4%)* (3) (7)
Technology
First Lien Senior Secured Term Loan (EURIBOR + 6.5%, 6.5% Cash, 3.5% PIK, Acquired 09/21, Due 09/28) (8) (16)
4,043 4,137 3,932
Class A Units (440.0 units, Acquired 09/21) 205 199
Class B Units (191.0 units, Acquired 09/21) 446 523
4,043 4,788 4,654
CPI International, Inc. (0.6%)* (7) (8) (10) (31)
Aerospace & Defense Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.3% Cash, Acquired 02/22, Due 07/25) 8,575 7,975 7,975
8,575 7,975 7,975
Crash Champions (0.9%)* (7) (8) (10)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 05/21, Due 08/25) 11,609 11,262 11,129
11,609 11,262 11,129
CSL DualCom (0.1%)* (3) (7) (8) (14)
Tele-communications First Lien Senior Secured Term Loan (GBP LIBOR + 5.5%, 5.5% Cash, Acquired 09/20, Due 09/27) 1,304 1,205 1,270
1,304 1,205 1,270
CT Technologies Intermediate Holdings, Inc. (0.4%)* (8) (9) (31)
Healthcare First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.0% Cash, Acquired 02/22, Due 12/25) 4,975 4,968 4,924
4,975 4,968 4,924
Custom Alloy Corporation (2.2%)* (7) (29)
Manufacturer of Pipe Fittings & Forgings Second Lien Loan (15.0% PIK, Acquired 12/20, Due 04/22) (28)
52,244 42,162 26,122
Revolver (15.0% PIK, Acquired 12/20, Due 04/22) (28)
4,940 4,222 2,470
57,184 46,384 28,592
CVL 3 (0.3%)* (3) (7) (8)
Capital Equipment First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) (16)
1,947 1,928 1,903
First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) (19)
1,142 1,115 1,116
6-Month Bridge Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/22) (16)
779 787 771
3,868 3,830 3,790
CW Group Holdings, LLC (0.2%)* (7)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/21, Due 01/27) (8) (10)
2,810 2,758 2,659
LLC Units (161,290.32 units, Acquired 01/21) 161 99
2,810 2,919 2,758
12
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Dart Buyer, Inc. (1.0%)* (7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 04/19, Due 04/25) $ 13,438 $ 13,280 $ 13,438
13,438 13,280 13,438
DataOnline Corp. (1.3%)* (7) (8) (10) (31)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 02/22, Due 11/25) 14,700 14,700 14,700
Revolver (LIBOR + 6.25%, 7.3% Cash, Acquired 02/22, Due 11/25) 2,143 2,143 2,143
16,843 16,843 16,843
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)
727 713 714
Revolver (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26) (8) (10)
160 156 156
LLC Units (1,280.8 units, Acquired 12/21) 55 55
887 924 925
Discovery Education, Inc. (0.9%)* (7) (8) (10)
Publishing First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 10/20, Due 10/26) 11,785 11,622 11,785
11,785 11,622 11,785
Distinct Holdings, Inc. (0.5%)* (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 6,845 6,687
6,880 6,845 6,687
Dragon Bidco (0.8%)* (3) (7) (8) (17)
Technology First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 04/21, Due 04/28) 11,127 10,883 10,848
11,127 10,883 10,848
DreamStart Bidco SAS (d/b/a SmartTrade) (0.2%)* (3) (7) (8) (17)
Diversified Financial Services First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/20, Due 03/27) 2,366 2,297 2,341
2,366 2,297 2,341
Dryden 43 Senior Loan Fund, Series 2016-43A (0.2%)* (3) (31)
Multi-Sector Holdings Subordinated Structured Notes (Residual Interest, current yield 10.8%, Acquired 02/22, Due 04/34)
3,620 2,454 2,296
3,620 2,454 2,296
Dryden 49 Senior Loan Fund, Series 2017-49A (0.6%)* (3) (31)
Multi-Sector Holdings Subordinated Structured Notes (Residual Interest, current yield 14.7%, Acquired 02/22, Due 07/30)
17,233 7,934 7,548
17,233 7,934 7,548
Dune Group (0.1%)* (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 1,210 1,212
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 09/21, Due 09/28) (16)
129 107 112
1,359 1,317 1,324
Dwyer Instruments, Inc. (0.3%)* (7) (8) (10)
Electric
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 07/21, Due 07/27) 4,551 4,460 4,471
4,551 4,460 4,471
Echo Global Logistics, Inc. (1.1%)* (7)
Air Transportation Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 7.8% Cash, Acquired 11/21, Due 11/29) (8) (9)
14,469 14,224 14,246
Partnership Equity (530.92 units, Acquired 11/21) 531 531
14,469 14,755 14,777
Ellkay, LLC (0.4%)* (7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 09/21, Due 09/27) 4,975 4,883 4,894
4,975 4,883 4,894
EMI Porta Holdco LLC (0.8%)* (7) (8) (10)
Diversified Manufacturing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 10,822 10,401 10,430
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 605 549 552
11,427 10,950 10,982
Entact Environmental Services, Inc. (0.4%)* (7) (8) (10)
Environmental Industries First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/21, Due 12/25) 5,690 5,645 5,554
5,690 5,645 5,554
Envision Healthcare Corporation (0.0%)* (8) (9) (31)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 3.75%, 4.2% Cash, Acquired 02/22, Due 10/25) 48 37 32
48 37 32
13
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
EPS NASS Parent, Inc. (0.4%)* (7) (8) (10)
Electrical Components & Equipment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 04/21, Due 04/28) $ 5,798 $ 5,685 $ 5,711
5,798 5,685 5,711
eShipping, LLC (0.3%)* (7) (8)
Transportation Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27) (9)
3,854 3,744 3,759
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27) (10)
663 635 637
4,517 4,379 4,396
Events Software BidCo Pty Ltd (0.1%)* (3) (7) (8) (24)
Technology First Lien Senior Secured Term Loan (BBSY + 5.5%, 5.5% Cash, Acquired 03/22, Due 03/28) 1,924 1,850 1,852
1,924 1,850 1,852
F24 (Stairway BidCo Gmbh) (0.1%)* (3) (7) (8) (16)
Software Services First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 08/20, Due 08/27) 1,586 1,651 1,586
1,586 1,651 1,586
Ferrellgas L.P. (0.2%)* (3) (7)
Oil & Gas Equipment & Services OpCo Preferred Units (2,886 units, Acquired 03/21) 2,799 3,030
2,799 3,030
Fineline Technologies, Inc. (0.1%)* (7) (8) (10)
Consumer Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/21, Due 02/28) 1,302 1,281 1,302
1,302 1,281 1,302
Finexvet (0.1%)* (3) (7) (8) (16)
Consumer Cyclical
First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 03/22, Due 03/29) 1,536 1,458 1,467
1,536 1,458 1,467
FinThrive Software Intermediate Holdings Inc. (0.5%)* Business Equipment & Services Preferred Stock (6,582.7 shares, Acquired 03/22) 7,263 7,263
7,263 7,263
FitzMark Buyer, LLC (0.3%)* (7) (8) (10)
Cargo & Transportation First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 12/20, Due 12/26) 4,259 4,189 4,173
4,259 4,189 4,173
Flexential Issuer, LLC (1.1%)* Information Technology Structured Secured Note - Class C (6.9% Cash, Acquired 11/21, Due 11/51) 16,000 14,822 15,040
16,000 14,822 15,040
FragilePak LLC (0.4%)* (7)
Transportation Services First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 05/21, Due 05/27) (8) (10)
4,685 4,515 4,298
Partnership Units (937.5 units, Acquired 05/21) 938 808
4,685 5,453 5,106
Front Line Power Construction LLC (0.3%)* 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 3,876 3,880
Common Stock (50,848 shares, Acquired 11/21) 130 94
4,000 4,006 3,974
FSS Buyer LLC (0.5%)* (7)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 08/21, Due 08/28) (8) (10)
6,895 6,762 6,784
LP Interest (1,160.9 units, Acquired 08/21) 12 12
LP Units (5,104.32 units, Acquired 08/21) 51 51
6,895 6,825 6,847
GC EOS Buyer Inc. (0.2%)* (8) (9) (31)
Automotive First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.0% Cash, Acquired 02/22, Due 08/25) 2,481 2,479 2,448
2,481 2,479 2,448
GTM Intermediate Holdings, Inc. (1.0%)* (7) (29)
Medical Equipment Manufacturer Second Lien Loan (11.0% Cash, 1.0% PIK, Acquired 12/20, Due 12/24) 11,540 11,489 11,309
Series A Preferred Units (923,347.4 units, Acquired 12/20) 2,166 1,391
Series C Preferred Units (460,652.6 units, Acquired 12/20) 1,081 995
11,540 14,736 13,695
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) 829 798 756
829 798 756
Hawaiian Airlines 2020-1 Class B Pass Through Certificates (0.4%)* Airlines Structured Secured Note - Class B (11.3% Cash, Acquired 08/20, Due 09/25) 5,389 5,389 5,874
5,389 5,389 5,874
14
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Heartland Veterinary Partners, LLC (0.7%)* (7)
Healthcare Subordinated Term Loan (11.0% PIK, Acquired 11/21, Due 11/28) $ 9,343 $ 9,103 $ 9,124
9,343 9,103 9,124
Heartland, LLC (1.1%)* (7) (8) (10)
Business Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 08/19, Due 08/25) 14,040 13,948 13,818
14,040 13,948 13,818
Heavy Construction Systems Specialists, LLC (0.5%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 11/21, Due 11/27) 7,368 7,228 7,239
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 11/21, Due 11/27) — (49) (46)
7,368 7,179 7,193
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.)) (0.6%)* (3) (7) (8) (16)
Insurance First Lien Senior Secured Term Loan (EURIBOR + 5.0%, 5.0% Cash, Acquired 09/19, Due 09/26) 8,599 9,380 8,444
8,599 9,380 8,444
Highpoint Global LLC (0.4%)* (7) (29)
Government Services Second Lien Note (12.0% Cash, 2.0% PIK, Acquired 12/20, Due 09/22) 5,461 5,440 5,461
5,461 5,440 5,461
Holland Acquisition Corp. (0.0%)* (7) (8) (9) (28) (31)
Energy: Oil & Gas First Lien Senior Secured Term Loan (LIBOR + 9.0%, 10.0% Cash, Acquired 02/22, Due 05/22) 3,754 — —
3,754 — —
Home Care Assistance, LLC (0.3%)* (7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 03/21, Due 03/27) 3,821 3,756 3,756
3,821 3,756 3,756
HTI Technology & Industries (1.7%)* (7) (29)
Electronic Component Manufacturing Second Lien Note (12.0% Cash, 4.0% PIK, Acquired 12/20, Due 09/24) 23,068 22,429 22,560
23,068 22,429 22,560
HW Holdco, LLC (Hanley Wood LLC) (0.8%)* (7) (8) (9)
Advertising First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/18, Due 12/24) 11,068 10,877 10,852
11,068 10,877 10,852
IGL Holdings III Corp. (0.3%)* (7) (8) (10)
Commercial Printing First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/20, Due 11/26) 4,315 4,227 4,229
4,315 4,227 4,229
IM Analytics Holding, LLC (d/b/a NVT) (0.5%)* (7) (8)
Electronic Instruments & Components First Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 11/19, Due 11/23) (10)
8,106 8,069 6,416
Warrant (68,950 units, Acquired 11/19) — —
8,106 8,069 6,416
IM Square (0.5%)* (3) (7) (8) (17)
Banking, Finance, Insurance & Real Estate First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 05/21, Due 04/28) 6,898 7,272 6,774
6,898 7,272 6,774
Infoniqa Holdings GmbH (0.2%)* (3) (7) (8) (16)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 11/21, Due 11/28) 2,924 2,895 2,853
2,924 2,895 2,853
Innovad Group II BV (0.4%)* (3) (7) (8) (16)
Beverage, Food & Tobacco First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 04/21, Due 04/28) 6,121 6,327 5,583
6,121 6,327 5,583
Innovative XCessories & Services, LLC (0.2%)* (8) (10) (31)
Automotive First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 02/22, Due 03/27) 2,946 2,892 2,762
2,946 2,892 2,762
INOS 19-090 GmbH (0.4%)* (3) (7) (8) (16)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 6.13%, 6.1% Cash, Acquired 12/20, Due 12/27) 5,157 5,501 5,157
5,157 5,501 5,157
Iqor US Inc. (0.2%)* (8) (9) (31)
Services: Business First Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.5% Cash, Acquired 02/22, Due 11/24) 2,710 2,738 2,696
2,710 2,738 2,696
Isagenix International, LLC (0.1%)* (8) (10) (31)
Wholesale First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/22, Due 06/25) 1,645 1,208 1,033
1,645 1,208 1,033
15
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
ISS#2, LLC (d/b/a Industrial Services Solutions) (0.5%)* (7) (8) (10)
Commercial Services & Supplies First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/20, Due 02/26) $ 6,720 $ 6,628 $ 6,431
6,720 6,628 6,431
ITI Intermodal, Inc. (0.1%)* (7)
Transportation Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27) (8) (10)
721 706 706
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27) (8) (10)
— (2) (2)
Common Stock (1,433.37 shares, Acquired 01/22) 144 143
721 848 847
Ivanti Software, Inc. (0.4%)* (8) (10) (31)
High Tech Industries Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 7.8% Cash, Acquired 02/22, Due 12/28) 6,000 5,989 5,910
6,000 5,989 5,910
Jade Bidco Limited (Jane's)
(2.3%)* (3) (7) (8)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.3% Cash, Acquired 11/19, Due 02/29) (11)
26,714 26,052 26,085
First Lien Senior Secured Term Loan (EURIBOR + 6.25%, 6.3% Cash, Acquired 11/19, Due 02/29) (17)
4,256 4,074 4,150
30,970 30,126 30,235
Jaguar Merger Sub Inc. (0.2%)* (7) (8) (10)
Other Financial First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 09/24) 2,722 2,671 2,671
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 09/24) — (6) (6)
2,722 2,665 2,665
Jedson Engineering, Inc. (0.2%)* (7) (29)
Engineering & Construction Management First Lien Loan (12.0% Cash, Acquired 12/20, Due 06/24) 2,650 2,650 2,650
2,650 2,650 2,650
JetBlue 2019-1 Class B Pass Through Trust (0.3%)* Airlines Structured Secured Note - Class B (8.0% Cash, Acquired 08/20, Due 11/27) 4,165 4,165 4,437
4,165 4,165 4,437
JF Acquisition, LLC (0.3%)* (7) (8) (10)
Automotive First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 05/21, Due 07/24) 3,856 3,759 3,687
3,856 3,759 3,687
Jon Bidco Limited (0.6%)* (3) (7) (8) (27)
Healthcare
First Lien Senior Secured Term Loan (BKBM + 5.5%, 6.0% Cash, Acquired 03/22, Due 03/27) 8,319 8,065 8,047
8,319 8,065 8,047
Jones Fish Hatcheries & Distributors LLC (0.2%)* (7)
Consumer Products First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 02/22, Due 02/28) (8) (10)
2,785 2,730 2,729
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 02/22, Due 02/28) (8) (11)
— (8) (8)
LLC Units (974.68 units, Acquired 02/22) 97 97
2,785 2,819 2,818
K&N Parent, Inc. (0.7%)* (8) (10) (31)
Automotive First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/22, Due 10/23) 7,923 7,243 7,115
Second Lien Senior Secured Term Loan (LIBOR + 8.75%, 9.8% Cash, Acquired 02/22, Due 10/24) (7)
2,000 1,700 1,660
9,923 8,943 8,775
Kano Laboratories LLC (0.4%)* (7)
Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 11/20, Due 11/26) (8) (10)
5,716 5,577 5,565
Partnership Equity (203.2 units, Acquired 11/20) 203 203
5,716 5,780 5,768
Kene Acquisition, Inc. (En Engineering) (0.5%)* (7) (8) (10)
Oil & Gas Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 08/19, Due 08/26) 7,206 7,111 7,076
7,206 7,111 7,076
Kid Distro Holdings, LLC (0.7%)* (7)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27) (8) (10)
9,326 9,152 9,170
LLC Units (637,677.11 units, Acquired 10/21) 638 638
9,326 9,790 9,808
Kona Buyer, LLC (0.7%)* (7) (8) (10)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.5% Cash, Acquired 12/20, Due 12/27) 9,058 8,875 8,968
9,058 8,875 8,968
16
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
LAF International (0.1%)* (3) (7) (8) (17)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 03/21, Due 03/28) $ 1,602 $ 1,696 $ 1,584
1,602 1,696 1,584
Lambir Bidco Limited (0.5%)* (3) (7)
Healthcare First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/28) (8) (15)
4,909 4,776 4,726
Revolver (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/24) (8) (15)
307 293 274
Second Lien Senior Secured Term Loan (12.0% PIK, Acquired 12/21, Due 06/29) 1,387 1,365 1,349
6,603 6,434 6,349
LeadsOnline, LLC (0.8%)* (7)
Business Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 02/28) (8) (10)
10,354 10,176 10,172
Revolver (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 02/28) (8) (10)
— (44) (46)
LLC Units (52,493.44 units, Acquired 02/22) 52 52
10,354 10,184 10,178
Learfield Communications, LLC (0.6%)* Broadcasting First Lien Senior Secured Term Loan (LIBOR + 3.25%, 4.3% Cash, Acquired 08/20, Due 12/23) (8) (9)
135 95 128
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.0% Cash, 10.2% PIK, Acquired 08/20, Due 12/23) (10)
8,156 8,117 8,156
8,291 8,212 8,284
Legal Solutions Holdings (0.0%)* (7) (28) (29)
Business Services Senior Subordinated Loan (16.0% PIK, Acquired 12/20, Due 03/22) 12,319 10,129 —
12,319 10,129 —
Lifestyle Intermediate II, LLC (0.2%)* (7) (8) (10) (31)
Consumer Goods: Durable First Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 02/22, Due 01/26) 3,174 3,174 3,174
Revolver (LIBOR + 7.0%, 8.0% Cash, Acquired 02/22, Due 01/26) — — —
3,174 3,174 3,174
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) 862 854 853
862 854 853
LogMeIn, Inc. (0.1%)* (8) (9) (31)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.75% Cash, Acquired 02/22, Due 08/27) 1,975 1,957 1,936
1,975 1,957 1,936
Magnetite XIX, Limited (1.0%)* (3) (31)
Multi-Sector Holdings Subordinated Notes (LIBOR + 8.77, 9.0% Cash, Acquired 02/22, Due 04/34) (10)
5,250 5,107 5,019
Subordinated Structured Notes (Residual Interest, current yield 12.38%, Acquired 02/22, Due 04/34)
13,730 9,425 8,342
18,980 14,532 13,361
Marmoutier Holding B.V. (0.1%)* (3) (7) (8) (16)
Consumer Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 12/21, Due 12/28) 1,902 1,874 1,845
Revolver (EURIBOR + 5.0%, 5.0% Cash, Acquired 12/21, Due 06/27) — (4) (4)
1,902 1,870 1,841
Marshall Excelsior Co. (0.8%)* (7) (8) (19)
Capital Goods
First Lien Senior Secured Term Loan (SOFR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28) 10,467 10,287 10,284
Revolver (SOFR + 5.5%, 6.5% Cash, Acquired 02/22, Due 02/28) 606 578 577
11,073 10,865 10,861
MC Group Ventures Corporation (0.3%)* (7)
Business Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 07/21, Due 06/27) (8) (10)
3,678 3,592 3,607
Partnership Units (746.66 Units, Acquired 06/21) 747 734
3,678 4,339 4,341
Media Recovery, Inc. (SpotSee) (0.5%)* (7) (8)
Containers, Packaging & Glass First Lien Senior Secured Term Loan (SOFR + 6.0%, 7.0% Cash, Acquired 11/19, Due 11/25) (19)
2,933 2,895 2,933
First Lien Senior Secured Term Loan (SONIA + 6.0%, 7.0% Cash, Acquired 12/20, Due 11/25) (21)
4,318 4,306 4,318
7,251 7,201 7,251
Median B.V. (0.7%)* (3) (8) (21)
Healthcare First Lien Senior Secured Term Loan (SONIA + 6.0%, 7.0% Cash, Acquired 02/22, Due 11/27) 9,809 9,762 9,490
9,809 9,762 9,490
17
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Medical Solutions Parent Holdings, Inc. (0.3%)* (8) (10)
Healthcare Second Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.5% Cash, Acquired 11/21, Due 11/29) $ 4,421 $ 4,378 $ 4,244
4,421 4,378 4,244
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)
921 904 906
Partnership Units (76.92 Units, Acquired 08/21) 77 77
921 981 983
Modern Star Holdings Bidco Pty Limited. (0.6%)* (3) (7) (8) (23)
Non-durable Consumer Goods First Lien Senior Secured Term Loan (BBSY + 6.25%, 6.8% Cash, Acquired 12/20, Due 12/26) 8,643 8,292 8,381
8,643 8,292 8,381
MSG National Properties (0.2%)* (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 2,381 2,425
2,437 2,381 2,425
Murphy Midco Limited (0.1%)* (3) (7) (8) (22)
Media, Diversified & Production First Lien Senior Secured Term Loan (SONIA + 5.0%, 5.0% Cash, Acquired 11/20, Due 11/27) 1,077 1,039 1,049
1,077 1,039 1,049
Music Reports, Inc. (0.6%)* (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 7,319 7,301
7,462 7,319 7,301
Napa Bidco Pty Ltd (1.5%)* (3) (7) (8) (24)
Healthcare First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.1% Cash, Acquired 03/22, Due 03/28) 20,895 19,461 20,215
20,895 19,461 20,215
Narda Acquisitionco., Inc. (0.5%)* (7)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) (8) (10)
5,680 5,585 5,589
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) (8) (10)
— (22) (21)
Class A Preferred Stock (4,587.38 shares, Acquired 12/21) 459 468
Class B Common Stock (509.71 shares, Acquired 12/21) 51 51
5,680 6,073 6,087
Navia Benefit Solutions, Inc. (0.2%)* (7) (8) (10)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 02/21, Due 02/27) 2,721 2,665 2,678
2,721 2,665 2,678
Nexus Underwriting Management Limited (0.1%)* (3) (7) (8) (22)
Other Financial First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 10/21, Due 10/28) 1,644 1,638 1,594
Revolver (SONIA + 5.25%, 5.3% Cash, Acquired 10/21, Due 04/22) 101 102 101
1,745 1,740 1,695
NGS US Finco, LLC (f/k/a Dresser Natural Gas Solutions) (0.4%)* (7) (8) (9)
Energy Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 4.25%, 5.3% Cash, Acquired 10/18, Due 10/25) 4,740 4,727 4,707
4,740 4,727 4,707
Northstar Recycling, LLC (0.2%)* (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 2,454 2,458
2,500 2,454 2,458
Novotech Aus Bidco Pty Ltd (0.5%)* (3) (7) (8)
Healthcare First Lien Senior Secured Term Loan (BBSY + 5.75%, 6.3% Cash, Acquired 01/22, Due 01/28) (23)
3,864 3,659 3,777
First Lien Senior Secured Term Loan (SOFR + 5.75%, 6.3% Cash, Acquired 01/22, Due 01/28) (18)
3,474 3,380 3,377
7,338 7,039 7,154
OA Buyer, Inc. (0.6%)* (7)
Healthcare First Lien Senior Secured Term Loan (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28) (8) (10)
8,501 8,336 8,346
Revolver (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28) (8) (10)
— (26) (24)
Partnership Units (210,920.11 units, Acquired 12/21) 211 211
8,501 8,521 8,533
OAC Holdings I Corp (0.3%)* (7) (8) (19)
Automotive First Lien Senior Secured Term Loan (SOFR + 5.0%, 6.0% Cash, Acquired 03/22, Due 04/28) 3,630 3,557 3,557
Revolver (SOFR + 5.0%, 6.0% Cash, Acquired 03/22, Due 04/28) 685 658 658
4,315 4,215 4,215
18
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Odeon Cinemas Group Limited (0.3%)* (3) (7)
Hotel, Gaming, & Leisure First Lien Senior Secured Term Loan (10.8% Cash, Acquired 02/21, Due 08/23) $ 3,859 $ 4,067 $ 3,937
3,859 4,067 3,937
Offen Inc. (0.3%)* (7) (9) (31)
Transportation: Cargo First Lien Senior Secured Term Loan (LIBOR + 5.0%, Cash 5.2%, Acquired 02/22, Due 06/26) 3,747 3,709 3,691
3,747 3,709 3,691
OG III B.V. (0.2%)* (3) (7) (8) (16)
Containers & Glass Products First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28) 2,853 2,999 2,789
2,853 2,999 2,789
Omni Intermediate Holdings, LLC (0.8%)* (7) (8) (9)
Transportation First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 10,686 10,539 10,455
10,686 10,539 10,455
Options Technology Ltd.
(0.2%)* (3) (7) (8) (10)
Computer Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/19, Due 12/25) 2,308 2,278 2,268
2,308 2,278 2,268
Oracle Vision Bidco Limited (0.2%)* (3) (7) (8) (22)
Healthcare First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 06/21, Due 05/28) 3,014 3,144 3,001
3,014 3,144 3,001
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) (11)
597 582 585
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28) (16)
369 394 362
966 976 947
OSP Hamilton Purchaser, LLC (0.2%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) 2,281 2,237 2,239
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) — (4) (3)
2,281 2,233 2,236
Pacific Health Supplies Bidco Pty Limited (0.7%)* (3) (7) (8) (23)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (BBSY + 6.0%, 6.5% Cash, Acquired 12/20, Due 12/25) 9,068 8,744 8,836
9,068 8,744 8,836
Pare SAS (SAS Maurice MARLE) (0.3%)* (3) (7) (8) (16)
Health Care Equipment First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 4,537 4,481 4,516
4,537 4,481 4,516
Path Medical, LLC (0.3%)* (7) (31)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (9.5% PIK, Acquired 02/22, Due 10/22) (28)
8,465 4,571 4,571
First Lien Senior Secured Term Loan 13.0% PIK, Acquired 02/22, Due 10/22) (28)
11,764 — —
Warrants (36,716 units, Acquired 02/22) — —
20,229 4,571 4,571
Patriot New Midco 1 Limited (Forensic Risk Alliance) (0.5%)* (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 3,690 3,478
First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 02/20, Due 02/27) (16)
3,147 3,021 2,907
6,911 6,711 6,385
PDQ.Com Corporation (0.6%)* (7)
Business Equipment & Services First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/21, Due 08/27) (8) (10)
7,546 7,284 7,300
Class A-2 Partnership Units (26.32 units, Acquired 08/21) 29 37
7,546 7,313 7,337
Permaconn Bidco Ltd (0.4%)* (3) (7) (8) (24)
Tele-communications First Lien Senior Secured Term Loan (BBSY + 6.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 5,179 4,810 5,049
5,179 4,810 5,049
PetroChoice Holdings, Inc. (0.6%)* (7) (8) (10) (31)
Chemicals, Plastics & Rubber Second Lien Senior Secured Term Loan (LIBOR + 8.75%, 9.8% Cash, Acquired 02/22, Due 08/23) 9,000 8,190 8,190
9,000 8,190 8,190
19
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Polara Enterprises, LLC (0.1%)* (7)
Capital Equipment First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27) (8) (10)
$ 1,243 $ 1,219 $ 1,198
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27) (8) (10)
— (10) (20)
Partnership Units (3,820.44 units, Acquired 12/21) 382 382
1,243 1,591 1,560
Policy Services Company, LLC (3.2%)* (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)
44,474 43,075 43,026
Warrants - Class A (25,582 units, Acquired 12/21) — —
Warrants - Class B (8,634 units, Acquired 12/21) — —
Warrants - Class C (888 units, Acquired 12/21) — —
Warrants - Class D (2,282 units, Acquired 12/21) — —
44,474 43,075 43,026
Polymer Solutions Group Holdings, LLC (0.1%)* (7) (8) (9) (31)
Chemicals, Plastics & Rubber First Lien Senior Secured Term Loan (LIBOR + 7.0%, 8.0% Cash, Acquired 02/22, Due 01/23) 1,031 1,031 1,031
1,031 1,031 1,031
Premium Franchise Brands, LLC (1.1%)* (7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/20, Due 12/26) 14,778 14,534 14,511
14,778 14,534 14,511
Premium Invest (0.3%)* (3) (7) (8) (16)
Brokerage, Asset Managers & Exchanges First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 06/21, Due 06/28) 4,006 4,118 4,006
4,006 4,118 4,006
Preqin MC Limited (0.2%)* (3) (7) (8) (20)
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 2,701 2,739
2,789 2,701 2,739
Process Equipment, Inc. (ProcessBarron) (0.4%)* (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) 6,174 6,121 5,927
6,174 6,121 5,927
Professional Datasolutions, Inc. (PDI) (0.1%)* (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 1,835 1,812
1,836 1,835 1,812
ProfitOptics, LLC (0.2%)* (7)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 03/22, Due 02/28) (8) (10)
1,770 1,735 1,734
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 03/22, Due 02/28) (8) (10)
— (10) (10)
Second Lien Senior Subordinated Term Loan (8.0% Cash, Acquired 03/22, Due 02/29) 81 81 81
LLC Units (241,935.48 units, Acquired 03/22) 161 161
1,851 1,967 1,966
Proppants Holdings, LLC (0.0%)* (7) (31)
Energy: Oil & Gas Common Stock (1,668,106 shares, Acquired 02/22) — —
— —
Protego Bidco B.V. (0.3%)* (3) (7) (8) (16)
Aerospace & Defense First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 03/21, Due 03/27) 2,179 2,270 2,151
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 1,514 1,563 1,469
3,693 3,833 3,620
QPE7 SPV1 BidCo Pty Ltd (0.2%)* (3) (7) (8) (24)
Consumer Cyclical First Lien Senior Secured Term Loan (BBSY + 5.5%, 6.0% Cash, Acquired 09/21, Due 09/26) 2,071 1,956 2,046
2,071 1,956 2,046
Questel Unite (0.5%)* (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 6,805 6,892
6,892 6,805 6,892
RA Outdoors, LLC (1.4%)* (7) (8) (10) (31)
High Tech Industries First Lien Senior Secured Term Loan (LIBOR + 6.75%, 7.8% Cash, Acquired 02/22, Due 04/26) 17,855 17,498 17,498
Revolver (LIBOR + 6.75%, 7.8% Cash, Acquired 02/22, Due 04/26) 494 494 469
18,349 17,992 17,967
20
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Recovery Point Systems, Inc.
(0.9%)* (7)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.5%, 7.5% Cash, Acquired 08/20, Due 08/26) (8) (10)
$ 11,619 $ 11,440 $ 11,526
Partnership Equity (187,235 units, Acquired 03/21) 187 126
11,619 11,627 11,652
Redwood Services Group, LLC (2.0%)* (7) (8) (9) (31)
Services: Business First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 02/22, Due 06/23) 10,594 10,594 10,594
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 02/22, Due 06/23) (7)
16,434 16,434 16,434
27,028 27,028 27,028
Renovation Parent Holdings, LLC
(0.4%)* (7)
Home Furnishings First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 11/21, Due 11/27) (8) (10)
4,854 4,740 4,748
Partnership Equity (197,368.42 units, Acquired 11/21) 197 197
4,854 4,937 4,945
REP SEKO MERGER SUB LLC
(0.6%)* (7) (8) (10)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 12/20, Due 12/26) 7,763 7,574 7,650
7,763 7,574 7,650
Resolute Investment Managers, Inc.(0.4%)* (7) (8) (10) (31)
Banking, Finance, Insurance & Real Estate Second Lien Senior Secured Term Loan (LIBOR + 8.0%, 9.0% Cash, Acquired 02/22, Due 04/25) 5,081 5,107 5,030
5,081 5,107 5,030
Resonetics, LLC (0.3%)* (7) (8) (10)
Health Care Equipment Second Lien Senior Secured Term Loan (LIBOR + 7.0%, 7.8% Cash, Acquired 04/21, Due 04/29) 4,011 3,936 3,941
4,011 3,936 3,941
Reward Gateway (UK) Ltd (0.2%)* (3) (7) (8) (21)
Precious Metals & Minerals First Lien Senior Secured Term Loan (SONIA + 6.75%, 6.8% Cash, Acquired 08/21, Due 06/28) 3,164 3,222 3,082
3,164 3,222 3,082
Riedel Beheer B.V. (0.1%)* (3) (7) (8) (16)
Food & Beverage First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) 1,858 1,836 1,808
1,858 1,836 1,808
RPX Corporation (0.6%)* (7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 10/20, Due 10/25) 7,530 7,383 7,389
7,530 7,383 7,389
RTIC Subsidiary Holdings, LLC (1.2%)* (7) (31)
Consumer Goods: Durable First Lien Senior Secured Term Loan (LIBOR + 7.75%, 9.0% Cash, Acquired 02/22, Due 09/25) (8) (10)
9,661 9,661 9,661
First Lien Senior Secured Term Loan (LIBOR + 7.75%, 9.0% Cash, Acquired 02/22, Due 09/25) (8) (10)
774 774 774
Revolver (LIBOR + 7.75%, 9.0% Cash, Acquired 02/22, Due 09/25) (8) (10)
3,968 3,968 3,968
Class A Preferred Stock (145.347 shares, Acquired 02/22) 4 4
Class B Preferred Stock (145.347 shares, Acquired 02/22) — —
Class C Preferred Stock (7,844.03 shares, Acquired 02/22) 450 450
Common Stock (153 shares, Acquired 02/22) — —
14,403 14,857 14,857
Ruffalo Noel Levitz, LLC
(0.7%)* (7) (8) (10)
Media Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 01/19, Due 05/22) 9,519 9,511 9,519
9,519 9,511 9,519
Safety Products Holdings, LLC (0.9%)* (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)
12,026 11,808 12,002
Preferred Stock (372.1 shares, Acquired 12/20) 372 512
12,026 12,180 12,514
Scaled Agile, Inc. (0.1%)* (7) (8) (10)
Research & Consulting Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) 1,748 1,707 1,728
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) — (6) (3)
1,748 1,701 1,725
21
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Serta Simmons Bedding LLC
(0.8%)* (8) (9)
Home Furnishings Super Priority First Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) $ 7,331 $ 7,230 $ 7,327
Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 3,598 3,374 3,385
10,929 10,604 10,712
SISU ACQUISITIONCO., INC. (0.5%)* (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 6,894 6,708
7,009 6,894 6,708
SMART Financial Operations, LLC (0.0%)* (7) (31)
Banking, Finance, Insurance & Real Estate Preferred Stock (1,000,000 shares, Acquired 02/22) — —
— —
Smartling, Inc. (1.0%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 10/27) 13,846 13,547 13,572
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 10/27) — (22) (20)
13,846 13,525 13,552
Smile Brands Group Inc.
(0.4%)* (7) (8) (10)
Health Care Services First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 10/18, Due 10/24) 4,590 4,569 4,554
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 12/20, Due 10/25) 237 226 232
4,827 4,795 4,786
SN BUYER, LLC (1.4%)* (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 18,093 18,394
18,394 18,093 18,394
Sound Point CLO XX, Ltd. (0.2%)* (3) (31)
Multi-Sector Holdings
Subordinated Structured Notes (Residual Interest, current yield 18.99%, Acquired 02/22, Due 07/31)
4,489 2,332 2,284
4,489 2,332 2,284
Springbrook Software (SBRK Intermediate, Inc.) (1.6%)* (7) (8) (9)
Enterprise Software & Services First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/19, Due 12/26) 21,142 20,799 20,730
21,142 20,799 20,730
SPT Acquico Limited (0.0%)* (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) 658 644 658
658 644 658
SSCP Pegasus Midco Limited (0.2%)* (3) (7) (8) (13)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (GBP LIBOR + 6.75%, 7.7% Cash, Acquired 12/20, Due 11/27) 2,677 2,544 2,550
2,677 2,544 2,550
Starnmeer B.V. (0.2%)* (3) (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 6.4%, 6.9% Cash, Acquired 10/21, Due 04/27) 2,500 2,465 2,468
2,500 2,465 2,468
Superjet Buyer, LLC (1.0%)* (7) (8) (10)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) 13,175 12,920 12,933
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) — (35) (33)
13,175 12,885 12,900
Syniverse Holdings, Inc. (1.3%)* (8) (10)
Technology Distributors First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 08/18, Due 03/23) 17,256 16,595 16,700
17,256 16,595 16,700
Syntax Systems Ltd (0.2%)* (3) (7) (8) (9)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/28) 2,051 2,017 2,012
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/26) 564 554 553
2,615 2,571 2,565
TA SL Cayman Aggregator Corp.
(0.2%)* (7)
Technology Subordinated Term Loan (7.8% PIK, Acquired 07/21, Due 07/28) 2,084 2,048 2,052
Common Stock (1,227.79 shares, Acquired 07/21) 50 75
2,084 2,098 2,127
Tank Holding Corp (1.4%)* (7) (8) (18)
Metal & Glass Containers First Lien Senior Secured Term Loan (SOFR + 6.0%, 6.8% Cash, Acquired 03/22, Due 03/28) 19,127 18,698 18,698
Revolver (SOFR + 6.0%, 6.8% Cash, Acquired 03/22, Due 03/28) — (20) (20)
19,127 18,678 18,678
22
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Team Car Care, LLC (1.0%)* (7) (8) (9) (31)
Automotive First Lien Senior Secured Term Loan (LIBOR + 8.0%, 9.0% Cash, Acquired 02/22, Due 06/24) $ 12,687 $ 12,687 $ 12,687
12,687 12,687 12,687
Team Services Group (1.1%)* (7) (8) (10) (31)
Services: Consumer First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 12/27) 9,903 9,903 9,779
Second Lien Senior Secured Term Loan (LIBOR + 9.0%, 10.0% Cash, Acquired 02/22, Due 12/28) 5,000 4,975 4,950
14,903 14,878 14,729
Techone B.V. (0.2%)* (3) (7) (8) (16)
Technology First Lien Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 11/28) 2,324 2,265 2,229
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 05/28) 106 97 96
2,430 2,362 2,325
Tencarva Machinery Company, LLC (0.4%)* (7) (8) (10)
Capital Equipment First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) 5,486 5,378 5,384
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) — (19) (18)
5,486 5,359 5,366
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC) (0.3%)* (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)
847 779 797
Revolver (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27) (8) (10)
— (14) (11)
Subordinated Term Loan (7.8% PIK, Acquired 10/21, Due 10/28) 3,333 3,270 3,276
4,180 4,035 4,062
The Hilb Group, LLC (1.5%)* (7) (8) (10)
Insurance Brokerage First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 12/19, Due 12/26) 20,269 19,888 19,815
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/19, Due 12/26) 299 246 236
20,568 20,134 20,051
The Octave Music Group, Inc. (0.4%)* (7) (8) (9) (31)
Media: Diversified & Production First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, 0.75% PIK, Acquired 02/22, Due 05/25) 5,601 5,601 5,489
5,601 5,601 5,489
Thermacell Repellents, Inc. (0.3%)* (7) (8) (10) (31)
Consumer Goods: Durable First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.75% Cash, Acquired 02/22, Due 12/26) 2,766 2,766 2,766
Revolver (LIBOR + 5.75%, 6.75% Cash, Acquired 02/22, Due 12/26) 1,595 1,595 1,595
4,361 4,361 4,361
Total Safety U.S. Inc. (0.5%)* (8) (11)
Diversified Support Services First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/19, Due 08/25) 6,400 6,228 6,208
6,400 6,228 6,208
Transit Technologies LLC
(0.4%)* (7) (8) (10)
Software First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.8% Cash, Acquired 02/20, Due 02/25) 6,035 5,971 5,818
6,035 5,971 5,818
Transportation Insight, LLC (0.8%)* (7) (8) (9)
Air Freight & Logistics First Lien Senior Secured Term Loan (LIBOR + 4.25%, 4.7% Cash, Acquired 08/18, Due 12/24) 11,316 11,263 11,172
11,316 11,263 11,172
Trident Maritime Systems, Inc. (1.1%)* (7) (8) (10)
Aerospace & Defense First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 02/21, Due 02/27) 14,888 14,677 14,888
14,888 14,677 14,888
Truck-Lite Co., LLC (1.1%)* (7) (8) (10)
Automotive Parts & Equipment First Lien Senior Secured Term Loan (LIBOR + 6.25%, 7.3% Cash, Acquired 12/19, Due 12/26) 14,964 14,620 14,652
14,964 14,620 14,652
True Religion Apparel, Inc. (0.0%)* (7) (31)
Retail Common Stock (2.71 shares, Acquired 02/22) — —
Preferred Stock (2.82 shares, Acquired 02/22) — —
— —
Trystar, LLC (0.5%)* (7)
Power Distribution Solutions First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 09/18, Due 09/23) (8) (10)
6,980 6,897 6,869
Class A LLC Units (440.97 units, Acquired 09/18) 481 402
6,980 7,378 7,271
23
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
TSM II Luxco 10 SARL (0.8%)* (3) (7) (8) (17)
Chemicals & Plastics Second Lien Senior Secured Term Loan (EURIBOR + 8.75%, 8.8% Cash, Acquired 03/22, Due 03/27) $ 11,127 $ 10,658 $ 10,682
11,127 10,658 10,682
Turbo Buyer, Inc. (0.5%)* (7) (8) (10)
Finance Companies First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 11/21, Due 12/25) 6,149 5,991 5,955
6,149 5,991 5,955
Turf Products, LLC (0.7%)* (7) (29)
Landscaping & Irrigation Equipment Distributor Senior Subordinated Debt (10.0% Cash, Acquired 12/20, Due 10/23) 8,697 8,384 8,610
8,697 8,384 8,610
Turnberry Solutions, Inc. (0.4%)* (7) (8) (19)
Consumer Cyclical First Lien Senior Secured Term Loan (SOFR + 6.0%, 7.0% Cash, Acquired 07/21, Due 09/26) 5,025 4,936 4,924
5,025 4,936 4,924
U.S. Gas & Electric, Inc. (0.1%)* (7) (29)
Energy Services Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) 2,285 1,785 1,785
Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) (30)
2,485 — —
4,770 1,785 1,785
U.S. Silica Company (0.1%)* (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 1,474 1,444
1,472 1,474 1,444
UKFast Leaders Limited (0.9%)* (3) (7) (8) (21)
Technology First Lien Senior Secured Term Loan (SONIA + 7.12%, 7.1% Cash, Acquired 09/20, Due 9/27) 11,968 11,410 11,706
11,968 11,410 11,706
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.) (1.2%)* (7) (8) (10)
Legal Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 11/18, Due 11/24) 16,180 15,961 15,781
16,180 15,961 15,781
Utac Ceram (0.4%)* (3) (7) (8)
Business Services First Lien Senior Secured Term Loan (EURIBOR + 5.25%, 5.3% Cash, Acquired 09/20, Due 09/27) (16)
1,669 1,708 1,641
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 5.5% Cash, Acquired 02/21, Due 09/27) (10)
3,518 3,458 3,459
5,187 5,166 5,100
Validity, Inc. (0.4%)* (7) (8) (9)
IT Consulting & Other Services First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.0% Cash, Acquired 07/19, Due 05/25) 4,783 4,693 4,773
4,783 4,693 4,773
Velocity Pooling Vehicle, LLC (0.0%)* (7) (31)
Automotive Common Stock (4,676 shares, Acquired 02/22) 60 60
Warrants (5,591 units, Acquired 02/22) 72 72
132 132
Victoria Bidco Limited (0.3%)* (3) (7) (8) (22)
Industrial Machinery First Lien Senior Secured Term Loan (SONIA + 6.5%, 6.5% Cash, Acquired 03/22, Due 01/29) 3,646 3,618 3,523
3,646 3,618 3,523
Vision Solutions, Inc. (0.5%)* (8) (10) (31)
Business equipment & services Second Lien Senior Secured Term Loan (LIBOR + 7.25%, 8.0% Cash, Acquired 02/22, Due 04/29) 6,500 6,497 6,373
6,500 6,497 6,373
VistaJet Pass Through Trust 2021-1B (0.4%)* (7)
Airlines Structured Secured Note - Class B (6.3% Cash, Acquired 11/21, Due 02/29) 5,000 5,000 4,986
5,000 5,000 4,986
Vital Buyer, LLC (0.6%)* (7)
Technology First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 06/21, Due 06/28) (8) (10)
7,802 7,661 7,802
Partnership Units (16,442.9 units, Acquired 06/21) 164 283
7,802 7,825 8,085
VOYA CLO 2015-2, LTD. (0.2%)* (3) (31)
Multi-Sector Holdings Subordinated Structured Notes (Residual Interest, current yield 454.7%, Acquired 02/22, Due 07/27)
10,736 2,627 2,561
10,736 2,627 2,561
VOYA CLO 2016-2, LTD. (0.2%)* (3) (31)
Multi-Sector Holdings Subordinated Structured Notes (Residual Interest, current yield 15.05%, Acquired 02/22, Due 07/28)
11,088 3,653 3,185
11,088 3,653 3,185
24
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
W2O Holdings, Inc. (0.2%)* (7) (10)
Healthcare Technology First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.1% Cash, Acquired 10/20, Due 06/25) $ 2,147 $ 2,147 $ 2,147
First Lien Senior Secured Term Loan (LIBOR + 4.75%, 5.7% Cash, Acquired 10/20, Due 06/25) (8)
— (59) —
2,147 2,088 2,147
Walker Edison Furniture Company LLC (0.3%)* (7) (31)
Consumer Goods: Durable Common Stock (2,819.53 shares, Acquired 02/22) 3,598 3,598
3,598 3,598
Watermill-QMC Midco, Inc. (0.0%)* (7) (31)
Automotive Equity (1.62% Partnership Interest, Acquired 02/22) — —
— —
Wawona Delaware Holdings, LLC (0.0%)* (7) (10) (31)
Beverage & Food First Lien Senior Secured Term Loan (LIBOR + 4.75% 5.0% Cash, Acquired 02/22, Due 09/26) 45 41 40
45 41 40
West Dermatology, LLC (0.7%)* (7) (8) (10) (31)
Healthcare & Pharmaceuticals First Lien Senior Secured Term Loan (LIBOR + 7.5%, 8.5% Cash, Acquired 02/22, Due 02/25) 862 862 862
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, Acquired 02/22, Due 02/25) 1,049 1,049 1,049
First Lien Senior Secured Term Loan (LIBOR + 6.0%, 7.0% Cash, 0.8% PIK, Acquired 02/22, Due 02/25) 6,376 6,376 6,376
Revolver (LIBOR + 6.0%, 7.0% Cash, 0.8% PIK, Acquired 02/22, Due 02/25) 1,105 1,105 1,105
9,392 9,392 9,392
Wok Holdings Inc. (0.0%)* (9) (31)
Retail First Lien Senior Secured Term Loan (LIBOR + 6.25%, 6.5% Cash, Acquired 02/22, Due 03/26) 49 48 48
49 48 48
Woodland Foods, LLC (0.8%)* (7)
Food & Beverage First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) (8) (10)
8,512 8,350 8,362
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) (8) (10)
509 466 469
Common Stock (1,663.31 shares, Acquired 12/21) 1,663 1,663
9,021 10,479 10,494
World 50, Inc. (0.9%)* (7) (8) (9)
Professional Services First Lien Senior Secured Term Loan (LIBOR + 5.25%, 6.3% Cash, Acquired 01/20, Due 01/26) 2,637 2,578 2,632
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 09/20, Due 01/26) 9,009 8,858 8,866
11,646 11,436 11,498
ZB Holdco LLC (0.2%)* (7)
Food & Beverage First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 02/28) (8) (10)
2,705 2,627 2,623
Revolver (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 02/28) (8) (10)
— (17) (17)
LLC Units (152.69 units, Acquired 02/22) 153 153
2,705 2,763 2,759
Zeppelin Bidco Limited (0.4%)* (3) (7) (8) (21)
Services: Business First Lien Senior Secured Term Loan (SONIA + 6.25%, 6.3% Cash, Acquired 03/22, Due 03/29) 5,653 5,427 5,403
Revolver (SONIA + 6.25%, 6.3% Cash, Acquired 03/22, Due 03/23) — (3) (3)
5,653 5,424 5,400
Subtotal Non–Control / Non–Affiliate Investments (144.8%) 2,029,027 1,950,064 1,917,558
Affiliate Investments: (4)
1888 Industrial Services, LLC (0.1%)* (7) (31)
Energy: Oil & Gas First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 05/23) (8) (10) (28)
4,186 419 151
Revolver (LIBOR + 6.0%, 7.0% Cash, Acquired 02/22, Due 05/23) (8) (10)
1,307 1,184 1,145
Warrants (7,546.76 units, Acquired 02/22) — —
5,493 1,603 1,296
25
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Charming Charlie LLC (0.0%)* (7) (31)
Retail First Lien Senior Secured Term Loan (LIBOR + 12.0%, 13.0% Cash, Acquired 02/22, Due 04/23) (8) (10) (28)
$ 4,948 $ — $ —
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash, Acquired 02/22, Due 04/23) (8) (10) (28)
3,413 — —
First Lien Senior Secured Term Loan (20.0% Cash, Acquired 02/22, Due 05/22) (28)
139 — —
Common Stock (34,923,249 shares, Acquired 02/22) — —
8,500 — —
Eclipse Business Capital, LLC (9.5%)* (7)
Banking, Finance, Insurance, & Real Estate Second Lien Senior Secured Term Loan (7.5% Cash, Acquired 07/21, Due 07/28) 4,545 4,504 4,545
Revolver (LIBOR + 7.25%, Acquired 07/21, Due 07/28) (10)
2,727 2,605 2,727
LLC Units (89,447,396 units, Acquired 07/21) 89,850 118,366
7,272 96,959 125,638
Hylan Datacom & Electrical LLC (1.0%)* (7) (31)
Construction & Building First Lien Senior Secured Term Loan (SOFR + 8.0%, 9.0% Cash, Acquired 02/22, Due 03/26) (8)(19)
3,917 3,615 3,917
Second Lien Senior Secured Term Loan (SOFR + 10.0%, 11.0% Cash, Acquired 02/22, Due 03/27) (8)(19)
3,850 3,850 3,850
Common Stock (102,144 shares, Acquired 02/22) 5,219 5,219
7,767 12,684 12,986
Jocassee Partners LLC (3.2%)* (3)
Investment Funds & Vehicles 9.1% Member Interest, Acquired 06/19 35,158 42,106
35,158 42,106
Kemmerer Operations, LLC (0.2%)* (7) (31)
Metals & Mining First Lien Senior Secured Term Loan (15.0% PIK, Acquired 02/22, Due 06/23) 2,543 2,543 2,543
Common Stock (6.78 shares, Acquired 02/22) 1,589 1,589
2,543 4,132 4,132
Sierra Senior Loan Strategy JV I LLC (6.5%)* (3) (31)
Investment Funds & Vehicles 89.01% Member Interest, Acquired 02/22 85,963 82,910
85,963 82,910
Thompson Rivers LLC (5.9%)* (3)
Investment Funds & Vehicles 16.0% Member Interest, Acquired 06/20 79,409 75,663
79,409 75,663
Waccamaw River LLC (1.5%)* (3)
Investment Funds & Vehicles 20% Member Interest, Acquired 02/21 20,419 20,022
20,419 20,022
Subtotal Affiliate Investments (28.0%) 31,575 336,327 364,753
Control Investments: (5)
Black Angus Steakhouses, LLC (1.2%)* (7) (31)
Hotel, Gaming & Leisure First Lien Senior Secured Term Loan (LIBOR + 9.0%, 10.0% Cash, Acquired 02/22, Due 06/22) (8) (12)
5,647 5,647 5,647
First Lien Senior Secured Term Loan (10.0% PIK, Acquired 02/22, Due 06/22) (8) (12) (28)
24,071 9,628 9,628
Common Stock (44.6 shares, Acquired 02/22) — —
29,718 15,275 15,275
JSC Tekers Holdings (0.4%)* (3) (7) (29)
Real Estate Management Preferred Stock (9,159,085 shares, Acquired 12/20) 4,753 5,953
Common Stock (35,571 shares, Acquired 12/20) — —
4,753 5,953
MVC Automotive Group Gmbh (1.0%)* (3) (7) (29)
Automotive Bridge Loan (6.0% Cash, Acquired 12/20, Due 06/26) 7,149 7,149 7,149
Common Equity Interest (18,000 shares, Acquired 12/20) 9,554 6,729
7,149 16,703 13,878
MVC Private Equity Fund LP (0.6%)* (3) (29)
Investment Funds & Vehicles General Partnership Interest 225 191
Limited Partnership Interest 8,899 7,508
9,124 7,699
26
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
Portfolio Company (6)
Industry Type of Investment (1) (2)
Principal
Amount Cost Fair
Value
Security Holdings B.V. (5.9%)* (3) (7) (29)
Electrical Engineering Bridge Loan (5.0% PIK, Acquired 12/20, Due 05/22) $ 5,727 $ 5,727 $ 5,727
Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) 9,598 9,598 9,598
Subordinated Senior Subordinated Note (5.0% PIK, Acquired 01/22, Due 05/22) 14,292 14,567 14,292
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK, Acquired 04/21, Due 04/25) 7,149 7,639 7,149
Common Stock Series A (17,100 shares, Acquired 02/22) 560 439
Common Stock Series B (900 shares, Acquired 12/20) 21,264 41,104
36,766 59,355 78,309
Subtotal Control Investments (9.1%) 73,633 105,210 121,114
Total Investments, March 31, 2022 (182.0%)*
$ 2,134,235 $ 2,391,601 $ 2,403,425
Derivative Instruments
Credit Support Agreements
Description(d) Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement(a)(b)(c) Barings LLC 01/01/31 $ 23,000 $ 15,000 $ 1,400
Sierra Credit Support Agreement(e)(f)(g) Barings LLC 04/01/32 $ 100,000 $ 44,400 $ —
Total Credit Support Agreements, March 31, 2022
$ 1,400
(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 “MVC Reference Portfolio”). Each investment that is included in the MVC Reference Portfolio is denoted in the above Schedule of Investments with footnote (29).
(b) The Company and Barings LLC (“Barings”) entered into the MVC Credit Support Agreement pursuant to which Barings 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 MVC Reference Portfolio has been realized or written off.
(d) See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Credit Support Agreements.
(e) The Sierra Credit Support Agreement covers all of the investments acquired by the Company from Sierra Income Corporation (“Sierra”) in connection with the Sierra 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 Sierra in connection with the Sierra Acquisition (collectively, the “Sierra Reference Portfolio”). Each investment that is included in the Sierra Reference Portfolio is denoted in the above Schedule of Investments with footnote (31).
(f) The Company and Barings entered into the Sierra Credit Support Agreement pursuant to which Barings agreed to provide credit support to the Company in the amount of up to $100.0 million.
(g) Settlement Date means the earlier of (1) April 1, 2032 or (2) the date on which the entire Sierra Reference Portfolio has been realized or written off.
27
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
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$67,436 $50,505 Bank of America, N.A. 04/08/22 $ 138
Foreign currency forward contract (AUD) $22,755 A$31,386 Bank of America, N.A. 04/08/22 (815)
Foreign currency forward contract (AUD) $19,490 A$27,000 Citibank N.A. 04/08/22 (787)
Foreign currency forward contract (AUD) $6,494 A$9,050 HSBC Bank USA 04/08/22 (302)
Foreign currency forward contract (AUD) $51,174 A$68,223 Bank of America, N.A. 07/07/22 (146)
Foreign currency forward contract (CAD) C$3,203 $2,559 HSBC Bank USA 04/08/22 5
Foreign currency forward contract (CAD) $2,506 C$3,203 Bank of America, N.A. 04/08/22 (58)
Foreign currency forward contract (CAD) $2,549 C$3,190 HSBC Bank USA 07/07/22 (5)
Foreign currency forward contract (CAD) $49 C$61 BNP Paribas SA 07/07/22 —
Foreign currency forward contract (DKK) 2,116kr. $315 Bank of America, N.A. 04/08/22 1
Foreign currency forward contract (DKK) $323 2,116kr. Bank of America, N.A. 04/08/22 6
Foreign currency forward contract (DKK) $323 2,159kr. Bank of America, N.A. 07/07/22 (1)
Foreign currency forward contract (EUR) €2,000 $2,215 Bank of America, N.A. 04/01/22 10
Foreign currency forward contract (EUR) €86,555 $96,092 Bank of America, N.A. 04/08/22 225
Foreign currency forward contract (EUR) €5,020 $5,701 HSBC Bank USA 04/08/22 (116)
Foreign currency forward contract (EUR) $25,366 €23,000 HSBC Bank USA 04/08/22 (228)
Foreign currency forward contract (EUR) $8,514 €7,500 BNP Paribas SA 04/08/22 168
Foreign currency forward contract (EUR) $69,071 €61,075 Bank of America, N.A. 04/08/22 1,109
Foreign currency forward contract (EUR) $95,469 €85,835 Bank of America, N.A. 07/07/22 (400)
Foreign currency forward contract (NZD) NZ$11,600 $8,026 Bank of America, N.A. 04/08/22 42
Foreign currency forward contract (NZD) $7,995 NZ$11,600 HSBC Bank USA 04/08/22 (74)
Foreign currency forward contract (NZD) $8,151 NZ$11,801 Bank of America, N.A. 07/07/22 (44)
Foreign currency forward contract (GBP) $13,131 £10,000 HSBC Bank USA 04/01/22 (35)
Foreign currency forward contract (GBP) £8,819 $11,521 Bank of America, N.A. 04/08/22 90
Foreign currency forward contract (GBP) $5,642 £4,220 HSBC Bank USA 04/08/22 86
Foreign currency forward contract (GBP) $6,122 £4,599 Bank of America, N.A. 04/08/22 67
Foreign currency forward contract (GBP) $12,612 £9,656 Bank of America, N.A. 07/07/22 (97)
Foreign currency forward contract (GBP) £10,000 $13,128 HSBC Bank USA 07/07/22 35
Foreign currency forward contract (SEK) 1,875kr $201 HSBC Bank USA 04/08/22 —
Foreign currency forward contract (SEK) $207 1,875kr HSBC Bank USA 04/08/22 6
Foreign currency forward contract (SEK) $213 1,976kr HSBC Bank USA 07/07/22 —
Total Foreign Currency Forward Contracts, March 31, 2022
$ (1,120)
_______________________________________________________________
* 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 ., 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, 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, CDOR, SOFR, SONIA, BKBM 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 March 31, 2022 represented 182.0% 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 e nt 28.7% of tot al investments at fair value as of March 31, 2022. 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).
28
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
(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 three months ended March 31, 2022 were as follows:
December 31, 2021
Value Gross Additions
(b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) March 31, 2022 Value
Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
1888 Industrial Services, LLC (e)
First Lien Senior Secured Term Loan (LIBOR +5.0%, 6.0% Cash) (f)
$ — $ 419 $ — $ — $ (268) $ 151 $ 8
Revolver (LIBOR + 6.0%, 7.0% Cash) — 1,184 — — (39) 1,145 —
Warrants (7,546.76 units) — — — — — — —
— 1,603 — — (307) 1,296 8
Charming Charlie LLC (e)(f)
First Lien Senior Secured Term Loan (LIBOR + 12.0%, 13.0% Cash) — — — — — — —
First Lien Senior Secured Term Loan (LIBOR + 5.0%, 6.0% Cash) — — — — — — —
First Lien Senior Secured Term Loan (20.0% Cash) — — — — — — —
Common Stock (34,923,249 shares) — — — — — — —
— — — — — — —
Eclipse Business Capital, LLC (e)
Second Lien Senior Secured Term Loan (7.5% Cash) 4,738 1 — — (194) 4,545 83
Revolver (LIBOR + 7.25%) 1,818 914 — — (5) 2,727 39
LLC units (89,849,519 units) 92,668 — — — 25,698 118,366 4,078
99,224 915 — — 25,499 125,638 4,200
Hylan Datacom & Electrical LLC (e)
First Lien Senior Secured Term Loan (SOFR + 8.0%, 9.0% Cash) — 3,514 — 101 302 3,917 33
Second Lien Senior Secured Term Loan (SOFR + 10.0%, 11.0% Cash) — 3,850 — — — 3,850 26
Common Stock (102,144 shares) — 5,219 — — — 5,219 —
— 12,583 — 101 302 12,986 59
Jocassee Partners LLC 9.1% Member Interest 37,601 5,000 — — (495) 42,106 —
37,601 5,000 — — (495) 42,106 —
JSC Tekers Holdings (e)
Preferred Stock (9,159,085 shares) 6,197 — (6,197) — — — —
Common Stock (3,201 shares) — — — — — — —
6,197 — (6,197) — — — —
Kemmerer Operations, LLC (e)
First Lien Senior Secured Term Loan (15.0% PIK) — 2,543 — — — 2,543 40
Common Stock (6.78 shares) — 1,589 — — — 1,589 —
— 4,132 — — — 4,132 40
Security Holdings B.V (e)
Bridge Loan (5.0% PIK 5/31/2021) 5,451 — (5,451) — — — —
Senior Subordinated Loan (3.1% PIK) 9,525 — (9,525) — — — —
Senior Unsecured Term Loan (9.0% PIK) 7,307 — (7,307) — — — —
Common Equity Interest 24,825 — (24,825) — — — —
47,108 — (47,108) — — — —
Sierra Senior Loan Strategy JV I LLC 89.01% Member Interest — 85,963 — — (3,053) 82,910 —
— 85,963 — — (3,053) 82,910 —
29
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
December 31, 2021
Value Gross Additions
(b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) March 31, 2022 Value
Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
Thompson Rivers LLC 16.0% Member Interest 84,438 — (4) — (8,771) 75,663 3,192
84,438 — (4) — (8,771) 75,663 3,192
Waccamaw River LLC 20% Member Interest 13,501 6,700 — — (179) 20,022 300
13,501 6,700 — — (179) 20,022 300
Total Affiliate Investments $ 288,069 $ 116,896 $ (53,309) $ 101 $ 12,996 $ 364,753 $ 7,799
(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.
(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.
(f) Non-accrual investment.
(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 three months ended March 31, 2022 in which the portfolio company is deemed to be a "Control Investment" of the Company were as follows:
December 31, 2021
Value Gross Additions
(b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) March 31, 2022
Value
Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
Black Angus Steakhouses, LLC (e)
First Lien Senior Secured Term Loan (10.0% PIK) (f)
$ — $ 9,628 $ — $ — $ — $ 9,628 $ —
First Lien Senior Secured Term Loan (LIBOR + 9.0%, 10.0% Cash) — 5,647 — — — 5,647 55
Common Stock (44.6 shares) — — — — — — —
— 15,275 — — — 15,275 55
JSC Tekers Holdings (e)
Preferred Stock (9,159,085 shares) — 6,197 — — (244) 5,953 —
Common Stock (3,201 shares) — — — — — — —
— 6,197 — — (244) 5,953 —
MVC Automotive Group GmbH (e)
Common Equity Interest 7,699 — — — (970) 6,729 —
Bridge Loan (6.0% PIK 12/31/2021) 7,149 — — — — 7,149 107
14,848 — — — (970) 13,878 107
MVC Private Equity Fund LP Limited Partnership Interest 7,376 — — — 132 7,508 —
General Partnership Interest 188 — — — 3 191 (1,039)
7,564 — — — 135 7,699 (1,039)
30
Barings BDC, Inc.
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2022
(Amounts in thousands, except share amounts)
December 31, 2021
Value Gross Additions
(b) Gross Reductions (c) Amount of Realized Gain (Loss) Amount of Unrealized Gain (Loss) March 31, 2022
Value
Amount of Interest or Dividends Credited to Income(d)
Portfolio Company Type of Investment(a)
Security Holdings B.V (e)
Bridge Loan (5.0% PIK, Acquired 12/20, Due 05/22) $ — $ 5,727 $ — $ — $ — $ 5,727 $ 72
Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) — 9,598 — — — 9,598 78
Subordinated Senior Subordinated Note (5.0% PIK, Acquired 12/20, Due 05/22) — 14,567 — — (275) 14,292 160
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK, Acquired 04/21, Due 04/25) — 7,307 — — (158) 7,149 268
Common Stock Series A (17,100 shares, Acquired 02/22) — 560 — — (121) 439 —
Common Stock Series B (900 shares, Acquired 12/20) — 24,827 — — 16,277 41,104 —
— 62,586 — — 15,723 78,309 578
Total Control Investments $ 22,412 $ 84,058 $ — $ — $ 14,644 $ 121,114 $ (299)
(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.
(f) Non-accrual investment
(6) Some or all of the investment is or will be encumbered as security for the Company's $965.0 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 March 31, 2022 was 0.45200%.
(10) The interest rate on these loans is subject to 3 Month LIBOR, which as of March 31, 2022 was 0.96157%.
(11) The interest rate on these loans is subject to 6 Month LIBOR, which as of March 31, 2022 was 1.46986%.
(12) The interest rate on these loans is subject to 12 Month LIBOR, which as of March 31, 2022 was 2.10143%.
(13) The interest rate on these loans is subject to 3 Month GBP LIBOR, which as of March 31, 2022 was 1.03540%.
(14) The interest rate on these loans is subject to 6 Month GBP LIBOR, which as of March 31, 2022 was 1.47070%.
(15) The interest rate on these loans is subject to 1 Month EURIBOR, which as of March 31, 2022 was -0.53200%.
(16) The interest rate on these loans is subject to 3 Month EURIBOR, which as of March 31, 2022 was -0.45800%.
(17) The interest rate on these loans is subject to 6 Month EURIBOR, which as of March 31, 2022 was -0.36700%.
(18) The interest rate on these loans is subject to 1 Month SOFR, which as of March 31, 2022 was 0.30240%.
(19) The interest rate on these loans is subject to 3 Month SOFR, which as of March 31, 2022 was 0.67512%.
(20) The interest rate on these loans is subject to 6 Month SOFR, which as of March 31, 2022 was 1.07915%.
(21) The interest rate on these loans is subject to 3 Month SONIA, which as of March 31, 2022 was 0.91610%.
(22) The interest rate on these loans is subject to 6 Month SONIA, which as of March 31, 2022 was 1.19410%.
(23) The interest rate on these loans is subject to 1 Month BBSY, which as of March 31, 2022 was 0.01270%.
(24) The interest rate on these loans is subject to 3 Month BBSY, which as of March 31, 2022 was 0.23150%.
(25) The interest rate on these loans is subject to 3 Month CDOR, which as of March 31, 2022 was 1.26000%.
(26) The interest rate on these loans is subject to 3 Month STIBOR, which as of March 31, 2022 was 0.00057%.
(27) The interest rate on these loans is subject to 3 Month BKBM, which as of March 31, 2022 was 1.49000%.
(28) Non-accrual investment.
(29) Investment was purchased as part of the MVC Acquisition and is part of the MVC Reference Portfolio for purposes of the MVC Credit Support Agreement.
(30) 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.
(31) Investment was purchased as part of the Sierra Acquisition and is part of the Sierra Reference Portfolio for purposes of the Sierra Credit Support Agreement.
See accompanying notes.
31
Barings BDC, Inc.
Consolidated Schedule of Investments
December 31, 2021
(Amounts in thousands, except share amounts)
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 $ 16,185 $ 16,434
16,434 16,185 16,434
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) 7,568 7,486 7,429
7,568 7,486 7,429
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 1,138 1,147
1,211 1,138 1,147
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) 24,874 24,684 24,016
24,874 24,684 24,016
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 5,091 5,106
5,500 5,091 5,106
Advantage Software Company (The), LLC (0.0%)* (7)
Advertising, Printing & Publishing Class A1 Partnership Units (8,717.76 units, Acquired 12/21) 280 280
Class A2 Partnership Units (2,248.46 units, Acquired 12/21) 72 72
Class B1 Partnership Units (8,717.76 units, Acquired 12/21) 9 9
Class B2 Partnership Units (2,248.46 units, Acquired 12/21) 2 2
363 363
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 9,299 9,303
9,425 9,299 9,303
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 6,170 6,822
6,170 6,170 6,822
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) 11,540 11,265 11,280
11,540 11,265 11,280
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 6,325 6,460
Partnership Units (348.68 units, Acquired 04/21) 349 689
6,460 6,674 7,149
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) 18,157 17,642 17,975
18,157 17,642 17,975
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)
4,091 3,958 3,955
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 11/27) (10)
— (13) (14)
4,091 3,945 3,941
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 13,459 16,051
14,395 13,459 16,051
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) 2,801 2,580 2,576
2,801 2,580 2,576
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) 13,528 13,355 13,284
13,528 13,355 13,284
32
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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 $ 1,890 $ 1,854
1,883 1,890 1,854
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)
1,974 1,869 1,970
Subordinated Senior Unsecured Term Loan (8.0% PIK, Acquired 01/20, Due 07/27) 278 264 278
2,252 2,133 2,248
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)
4,656 4,717 4,552
Preferred Stock (13 shares, Acquired 09/21) 120 111
Common Stock (48 shares, Acquired 09/21) 12 11
4,656 4,849 4,674
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) 3,902 3,874 3,823
3,902 3,874 3,823
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 19,510 20,000
20,000 19,510 20,000
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) 6,042 5,696 5,766
Second Lien Senior Secured Term Loan (SONIA + 10.5% PIK, Acquired 12/21, Due 12/28) 1,510 1,446 1,465
Revolver (SONIA + 6.0%, 6.1% Cash, Acquired 12/21, Due 12/22) — (4) (5)
7,552 7,138 7,226
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) 9,248 9,244 9,248
9,248 9,244 9,248
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 8,761 8,255
8,415 8,761 8,255
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 2,559 2,682
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 5.8% Cash, Acquired 05/21, Due 12/27) (10)
672 653 672
3,354 3,212 3,354
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) 4,020 3,961 3,939
4,020 3,961 3,939
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) 8,464 8,377 8,464
8,464 8,377 8,464
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) 5,786 5,479 5,535
5,786 5,479 5,535
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 1,521 1,439
First Lien Senior Secured Term Loan (SONIA + 6.25%, 6.3% Cash, Acquired 04/21, Due 12/26) (17)
907 897 820
2,499 2,418 2,259
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) 6,457 6,040 6,158
6,457 6,040 6,158
33
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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)
$ 4,867 $ 4,405 $ 4,458
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, 1.0% PIK, Acquired 08/18, Due 10/26) (8) (10)
748 693 693
First Lien Senior Secured Term Loan (5.0% Cash, 10.0% PIK, Acquired 11/20, Due 10/26) 5,514 5,399 6,404
11,129 10,497 11,555
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)
4,606 4,496 4,494
Subordinated Term Loan (12.0% PIK, Acquired 11/21, Due 05/28) 1,260 1,235 1,234
Common Stock (192,307.7 shares, Acquired 11/21) 192 192
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 11/21, Due 11/27) (10)
— (9) (10)
5,866 5,914 5,910
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 6,236 6,244
6,482 6,236 6,244
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 14,643 14,626
14,849 14,643 14,626
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 1,222 1,286
1,286 1,222 1,286
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) 2,427 2,336 2,327
2,427 2,336 2,327
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 8,062 7,741
7,960 8,062 7,741
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) 909 880 878
909 880 878
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 10,000 10,000
Warrant (4.17 units, Acquired 12/20) 1,010 864
10,000 11,010 10,864
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 4,752 4,756
4,911 4,752 4,756
Brightline Trains Florida LLC (0.7%)* (7)
Transportation Senior Secured Note (8.0% Cash, Acquired 08/21, Due 01/28) 5,000 5,000 5,005
5,000 5,000 5,005
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) 1,918 1,883 1,862
1,918 1,883 1,862
BrightSign LLC (1.9%)* (7)
Media & Entertainment First Lien Senior Secured Term Loan (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27) (8) (10)
12,811 12,687 12,683
LLC units (1,107,492.71 units, Acquired 10/21) 1,107 1,135
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 10/21, Due 10/27) (8) (10)
— (13) (13)
12,811 13,781 13,805
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) 810 810 916
810 810 916
34
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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 $ 15,081 $ 15,406
Revolver (SONIA + 6.75%, 7.0% Cash, Acquired 12/20, Due 06/22) — (2) (5)
15,530 15,079 15,401
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) 6,634 6,587 6,634
6,634 6,587 6,634
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 6,888 6,913
6,913 6,888 6,913
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 8,877 8,876
Revolver (LIBOR + 6.25%, 7.3% Cash, Acquired 12/21, Due 12/28) — (19) (19)
9,057 8,858 8,857
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 1,697 1,625
1,640 1,697 1,625
Carlson Travel, Inc (1.2%)* Business Travel Management First Lien Senior Secured Note (8.5% Cash, Acquired 11/21, Due 11/26) 6,050 5,654 6,161
Common Stock (94,155 shares, Acquired 11/21) 1,655 3,084
6,050 7,309 9,245
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) 807 739 807
807 739 807
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) 4,556 4,444 4,355
4,556 4,444 4,355
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 1,591 2,128
Super Senior Secured Term Loan (LIBOR + 8.25%, 9.3% Cash, Acquired 07/21, Due 05/24) (8) (11)
994 961 1,054
Warrants (553,375 units, Acquired 12/20) 102 244
2,780 2,654 3,426
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) 12,587 12,384 12,448
12,587 12,384 12,448
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) 19,106 18,897 19,106
19,106 18,897 19,106
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 4,090 3,999
LLC Units (8,782 units, Acquired 01/20) 352 227
4,144 4,442 4,226
Coastal Marina Holdings, LLC (2.4%)* (7)
Other Financial Subordinated Term Loan (10.0% PIK, Acquired 11/21, Due 11/31) 17,608 15,965 15,966
LLC Units (547,591 units, Acquired 11/21) 1,643 1,643
17,608 17,608 17,609
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 4,199 4,196
4,303 4,199 4,196
35
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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)
$ 13,779 $ 13,290 $ 13,658
Class A Units (90.384 units, Acquired 04/20) 90 101
Class B Units (33,324.69 units, Acquired 04/20) — 186
13,779 13,380 13,945
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 5,819 5,830
5,949 5,819 5,830
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)
4,062 4,050 3,938
Class A Units (440.0 units, Acquired 09/21) 205 587
Class B Units (191.0 units, Acquired 09/21) 446 252
4,062 4,701 4,777
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 14,040 13,968
14,567 14,040 13,968
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 1,203 1,301
1,341 1,203 1,301
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 37,043 27,450
Revolver (15.0% PIK, Acquired 12/20, Due 04/22) 4,255 3,738 2,596
49,255 40,781 30,046
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 5,724 5,766
First Lien Senior Secured Term Loan (SOFR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) (22)
3,382 3,298 3,298
6-Month Bridge Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/22) (14)
796 772 788
10,091 9,794 9,852
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 2,762 2,774
LLC Units (161,290.32 units, Acquired 01/21) 161 112
2,817 2,923 2,886
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 12,047 11,734
12,217 12,047 11,734
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)
727 713 713
Revolver (LIBOR + 6.0%, 7.0% Cash, Acquired 12/21, Due 12/26) (8) (10)
— (4) (4)
LLC Units (1,280.8 units, Acquired 12/21) 55 55
727 764 764
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 11,626 11,815
11,815 11,626 11,815
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 6,841 6,715
6,880 6,841 6,715
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 2,812 2,676
2,729 2,812 2,676
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 2,295 2,385
2,418 2,295 2,385
36
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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 $ 1,205 $ 1,202
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 09/21, Due 09/28) (14)
131 105 113
1,361 1,310 1,315
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) 4,563 4,452 4,516
4,563 4,452 4,516
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 14,210 14,216
Partnership Equity (530.92 units, Acquired 11/21) 531 531
14,469 14,741 14,747
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) 4,988 4,892 4,898
4,988 4,892 4,898
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 9,141 9,136
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) — (59) (59)
9,576 9,082 9,077
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) 5,705 5,657 5,631
5,705 5,657 5,631
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) 5,813 5,695 5,715
5,813 5,695 5,715
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 5,799 5,795
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 12/27) (10)
255 226 225
6,220 6,025 6,020
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) 1,621 1,649 1,621
1,621 1,649 1,621
Ferrellgas L.P. (0.4%)* (3) (7)
Oil & Gas Equipment & Services OpCo Preferred Units (2,886 units, Acquired 03/21) 2,799 3,146
2,799 3,146
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) 1,306 1,283 1,306
1,306 1,283 1,306
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 4,197 4,184
4,269 4,197 4,184
Flexential Issuer, LLC (2.1%)* Information Technology Structured Secured Note - Class C (6.9% Cash, Acquired 11/21, Due 11/51) 16,000 14,817 15,609
16,000 14,817 15,609
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)
4,697 4,519 4,541
Partnership Units (937.5 units, Acquired 05/21) 938 926
4,697 5,457 5,467
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 3,872 3,880
Common Stock (50,848 shares, Acquired 11/21) 130 111
4,000 4,002 3,991
37
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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)
$ 6,913 $ 6,773 $ 6,790
LP Interest (1,160.9 units, Acquired 08/21) 12 30
LP Units (5,104.32 units, Acquired 08/21) 51 132
6,913 6,836 6,952
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 11,449 11,500
Series A Preferred Units (1,434,472.41 units) 2,166 2,290
Series C Preferred Units (715,649.59 units) 1,081 1,184
11,500 14,696 14,974
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) 832 799 774
832 799 774
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) 6,093 6,093 7,213
6,093 6,093 7,213
Heartland Veterinary Partners, LLC (1.2%)* (7)
Healthcare Subordinated Term Loan (11.0% PIK, Acquired 11/21, Due 11/28) 9,343 9,096 9,093
9,343 9,096 9,093
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 13,976 13,794
14,075 13,976 13,794
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 7,199 7,221
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 11/21, Due 11/27) — (54) (53)
7,368 7,145 7,168
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 9,380 8,612
8,789 9,380 8,612
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 5,395 5,416
5,416 5,395 5,416
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) 3,830 3,762 3,753
3,830 3,762 3,753
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 22,096 22,215
22,746 22,096 22,215
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) 13,437 13,189 13,137
13,437 13,189 13,137
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) 4,324 4,231 4,268
4,324 4,231 4,268
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 8,085 6,603
Warrant (68,950 units, Acquired 11/19) — —
8,126 8,085 6,603
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) 7,051 7,232 6,938
7,051 7,232 6,938
38
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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 $ 8,947 $ 8,989
9,243 8,947 8,989
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) 6,256 6,321 5,876
6,256 6,321 5,876
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 5,495 5,263
5,271 5,495 5,263
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) 6,737 6,639 6,407
6,737 6,639 6,407
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)
721 705 705
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27) (10)
— (2) (2)
721 703 703
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 2,257 2,315
2,315 2,257 2,315
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) 2,543 2,487 2,486
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 09/24) (6) (6)
2,543 2,481 2,480
Jedson Engineering, Inc. (0.4%)* (7) (25)
Engineering & Construction Management First Lien Loan (12.0% Cash, Acquired 12/20, Due 06/24) 2,650 2,650 2,650
2,650 2,650 2,650
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 4,165 4,805
4,165 4,165 4,805
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) 3,866 3,763 3,711
3,866 3,763 3,711
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)
9,002 8,773 8,728
Partnership Equity (203.2 units, Acquired 11/20) 203 205
9,002 8,976 8,933
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) 7,225 7,125 7,080
7,225 7,125 7,080
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)
9,362 9,168 9,174
Partnership Equity (637,677.11 units, Acquired 10/21) 638 638
9,362 9,806 9,812
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) 8,994 8,785 8,994
8,994 8,785 8,994
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 1,543 1,446
1,478 1,543 1,446
39
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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)
$ 5,017 $ 4,770 $ 4,810
Second Lien Senior Secured Term Loan (12.0% PIK, Acquired 12/21, Due 06/29) 1,417 1,363 1,375
Revolver (EURIBOR + 6.0%, 6.0% Cash, Acquired 12/21, Due 12/24) (8) (14)
314 292 295
6,748 6,425 6,480
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 95 128
First Lien Senior Secured Term Loan (LIBOR + 3.0%, 3.0% Cash, 10.2% PIK, Acquired 08/20, Due 12/23) (10)
7,954 7,909 7,959
8,089 8,004 8,087
Legal Solutions Holdings (0.8%)* (7) (24) (25)
Business Services Senior Subordinated Loan (16.0% PIK, Acquired 12/20, Due 03/22) 11,836 10,129 5,918
11,836 10,129 5,918
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) 918 908 910
918 908 910
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 1,872 1,880
Revolver (EURIBOR + 5.0%, 5.0% Cash, Acquired 12/21, Due 06/27) — (4) (4)
1,944 1,868 1,876
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 3,598 3,656
Partnership Units (746.66 units, Acquired 06/21) 747 761
3,687 4,345 4,417
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 2,892 2,933
First Lien Senior Secured Term Loan (GBP LIBOR + 6.0%, 7.0% Cash, Acquired 12/20, Due 11/25) (12)
4,442 4,303 4,442
7,375 7,195 7,375
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 4,377 4,362
4,421 4,377 4,362
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)
921 903 905
Partnership Units (76.92 Units, Acquired 08/21) 77 78
921 980 983
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 8,281 8,299
8,368 8,281 8,299
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 2,378 2,486
2,437 2,378 2,486
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 4,951 5,104
5,252 4,951 5,104
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 7,288 7,313
7,462 7,288 7,313
40
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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)
$ 5,680 $ 5,581 $ 5,580
Revolver (LIBOR + 5.25%, 6.3% Cash, Acquired 12/21, Due 12/27) (8) (10)
— (23) (23)
Class A Preferred Stock (4,587.38 shares, Acquired 12/21) 459 459
Class B Common Stock (509.71 shares, Acquired 12/21) 51 51
5,680 6,068 6,067
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 2,668 2,703
2,727 2,668 2,703
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 1,620 1,630
First Lien Senior Secured Term Loan (SONIA + 5.25%, 5.3% Cash, Acquired 12/21, Due 04/22) 103 102 101
1,794 1,722 1,731
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) 4,753 4,734 4,677
4,753 4,734 4,677
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 2,452 2,450
2,500 2,452 2,450
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)
8,501 8,331 8,331
Revolver (LIBOR + 6.0%, 6.8% Cash, Acquired 12/21, Due 12/28) (8) (10)
— (27) (27)
Partnership Units (210,920.11 units, Acquired 12/21) 211 211
8,501 8,515 8,515
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) 3,954 4,055 4,033
3,954 4,055 4,033
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 2,997 2,843
2,916 2,997 2,843
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 11,461 11,491
11,831 11,461 11,491
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 2,282 2,267
2,313 2,282 2,267
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 3,141 3,028
3,100 3,141 3,028
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)
597 582 584
First Lien Senior Secured Term Loan (EURIBOR + 5.75%, 5.8% Cash, Acquired 06/21, Due 06/28) (14)
377 394 369
974 976 953
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)
2,281 2,235 2,235
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 12/21, Due 12/27) (10)
— (4) (4)
2,281 2,231 2,231
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) 8,779 8,730 8,529
8,779 8,730 8,529
41
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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) $ 4,638 $ 4,478 $ 4,638
4,638 4,478 4,638
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 3,685 3,591
First Lien Senior Secured Term Loan (EURIBOR + 6.75%, 6.8% Cash, Acquired 02/20, Due 02/27) (14)
3,216 3,017 3,068
6,980 6,702 6,659
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)
9,062 8,710 8,707
Class A-2 Partnership Units (26.32 units, Acquired 08/21) 29 29
9,062 8,739 8,736
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) 15,012 14,386 14,599
15,012 14,386 14,599
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)
4,243 4,159 4,158
Revolver (LIBOR + 4.75%, 5.8% Cash, Acquired 12/21, Due 12/27) (8) (10)
— (11) (11)
Partnership Units (3,820.44 units, Acquired 12/21) 382 382
4,243 4,530 4,529
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)
45,831 44,018 44,008
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) — —
45,831 44,018 44,008
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) 14,853 14,597 14,556
14,853 14,597 14,556
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) 4,094 4,113 4,010
4,094 4,113 4,010
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 2,695 2,764
2,789 2,695 2,764
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) 6,174 6,115 5,945
6,174 6,115 5,945
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 1,833 1,809
1,836 1,833 1,809
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 2,269 2,195
First Lien Senior Secured Term Loan (EURIBOR + 6.0%, 6.0% Cash, Acquired 03/21, Due 03/28) 1,548 1,561 1,495
3,775 3,830 3,690
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) 1,632 1,564 1,605
1,632 1,564 1,605
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 6,802 6,851
6,892 6,802 6,851
42
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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 $ 11,460 $ 11,648
Partnership Equity (187,235 units, Acquired 03/21) 187 150
11,648 11,647 11,798
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 4,735 4,733
Partnership Equity (197,368.42 units, Acquired 11/21) 197 203
4,854 4,932 4,936
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 7,416 7,478
7,614 7,416 7,478
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) 4,011 3,934 3,930
4,011 3,934 3,930
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 2,807 2,776
2,869 2,807 2,776
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) 1,899 1,835 1,843
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 06/28) — (5) (5)
Super Senior Secured Term Loan (EURIBOR + 5.5%, 5.5% Cash, Acquired 12/21, Due 12/28) 230 222 223
2,129 2,052 2,061
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) 7,612 7,426 7,455
7,612 7,426 7,455
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 9,524 9,543
9,543 9,524 9,543
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)
12,026 11,798 11,755
Preferred Stock (372.1 shares, Acquired 12/20) 372 510
12,026 12,170 12,265
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) 1,748 1,705 1,705
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 12/21, Due 12/28) — (7) (7)
1,748 1,698 1,698
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 7,229 7,409
Super Priority Second Out (LIBOR + 7.5%, 8.5% Cash, Acquired 6/20, Due 08/23) 3,607 3,374 3,365
10,957 10,603 10,774
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 6,869 6,771
7,009 6,869 6,771
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) 16,471 16,102 16,094
Revolver (LIBOR + 5.75%, 6.8% Cash, Acquired 11/21, Due 11/27) — (23) (24)
16,471 16,079 16,070
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 4,571 4,553
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.3% Cash, Acquired 12/20, Due 10/25) — (12) (6)
4,593 4,559 4,547
43
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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 $ 18,080 $ 18,394
18,394 18,080 18,394
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) 10,346 10,179 10,346
10,346 10,179 10,346
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) 658 644 658
658 644 658
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 2,488 2,722
2,754 2,488 2,722
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 7,391 7,388
7,500 7,391 7,388
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) 23,175 22,711 22,711
Revolver (LIBOR + 5.75%, 6.5% Cash, Acquired 12/21, Due 12/27) — (37) (37)
23,175 22,674 22,674
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 16,493 17,192
17,314 16,493 17,192
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) 2,056 2,018 2,016
Revolver (LIBOR + 5.5%, 6.3% Cash, Acquired 11/21, Due 10/26) 442 432 432
2,498 2,450 2,448
TA SL Cayman Aggregator Corp.
(0.3%)* (7)
Technology Subordinated Term Loan (8.8% PIK, Acquired 07/21, Due 07/28) 1,995 1,957 1,960
Common Stock (1,227.79 shares, Acquired 07/21) 50 65
1,995 2,007 2,025
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) 8,726 8,428 8,441
Revolver (EURIBOR + 5.5%, 5.5% Cash, Acquired 11/21, Due 05/28) 108 97 97
8,834 8,525 8,538
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) 5,486 5,375 5,374
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) — (20) (20)
5,486 5,355 5,354
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)
847 776 776
Revolver (LIBOR + 4.25%, 5.3% Cash, Acquired 10/21, Due 12/27) (8) (10)
— (14) (14)
Subordinated Term Loan (7.8% PIK, Acquired 10/21, Due 10/28) 3,333 3,268 3,267
4,180 4,030 4,029
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 19,880 19,874
First Lien Senior Secured Term Loan (LIBOR + 5.5%, 6.3% Cash, Acquired 12/19, Due 12/26) 55 (1) (2)
20,334 19,879 19,872
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 6,393 6,482
6,583 6,393 6,482
44
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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 $ 5,946 $ 5,846
6,035 5,946 5,846
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) 11,330 11,260 11,160
11,330 11,260 11,160
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) 14,888 14,665 14,888
14,888 14,665 14,888
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) 15,002 14,623 14,611
15,002 14,623 14,611
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)
11,988 11,777 11,778
Class A LLC Units (440.97 units, Acquired 09/18) 481 412
11,988 12,258 12,190
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 8,226 8,220
8,430 8,226 8,220
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 8,384 8,627
8,697 8,384 8,627
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 4,406 4,423
4,500 4,406 4,423
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 1,785 1,785
Second Lien Loan (9.5% Cash, Acquired 12/20, Due 07/25) (26)
2,485 — —
4,770 1,785 1,785
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 1,474 1,437
1,472 1,474 1,437
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) 12,312 11,399 12,090
12,312 11,399 12,090
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) 16,222 16,065 16,222
16,222 16,065 16,222
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)
1,706 1,706 1,673
First Lien Senior Secured Term Loan (LIBOR + 5.25%, 5.5% Cash, Acquired 02/21, Due 09/27) (10)
3,518 3,456 3,451
5,224 5,162 5,124
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 4,687 4,764
4,783 4,687 4,764
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 5,000 4,905
5,000 5,000 4,905
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 7,656 7,676
Partnership Units (16,442.9 units, Acquired 06/21) 164 171
7,802 7,820 7,847
45
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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 $ 2,090 $ 2,152
2,152 2,090 2,152
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 11,285 11,282
Revolver (LIBOR + 5.5%, 6.5% Cash, Acquired 12/21, Due 12/27) (8) (10)
172 128 127
Common Stock (1,663,307.18 shares, Acquired 12/21) 1,663 1,663
11,684 13,076 13,072
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) 3,280 3,202 3,280
First Lien Senior Secured Term Loan (LIBOR + 4.5%, 5.5% Cash, Acquired 09/20, Due 01/26) 9,009 8,849 8,874
12,289 12,051 12,154
Subtotal Non–Control / Non–Affiliate Investments (200.9%) 1,518,708 1,494,028 1,490,115
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 4,502 4,738
Revolver (LIBOR + 7.25%, Acquired 07/21, Due 07/28) (10)
1,818 1,691 1,818
LLC Units (89,447,396 units, Acquired 07/21) 89,850 92,668
6,363 96,043 99,224
Jocassee Partners LLC (5.1%)* (3)
Investment Funds & Vehicles 9.1% Member Interest, Acquired 06/19 30,158 37,601
30,158 37,601
JSC Tekers Holdings (0.8%)* (3) (7) (25)
Real Estate Management Preferred Stock (9,159,085 shares, Acquired 12/20) 4,753 6,197
Common Stock (3,201 shares, Acquired 12/20) — —
4,753 6,197
Security Holdings B.V. (6.3%)* (3) (7) (25)
Electrical Engineering Bridge Loan (5.0% PIK, Acquired 12/20, Due 02/27) 5,451 5,451 5,451
Senior Subordinated Loan (3.1% PIK, Acquired 12/20, Due 05/22) 9,525 9,525 9,525
Senior Unsecured Term Loan (6.0% Cash, 9.0% PIK, Acquired 04/21, Due 04/25) 7,307 7,639 7,307
Common Stock (900 shares, Acquired 12/20) 21,264 24,825
22,283 43,879 47,108
Thompson Rivers LLC (11.3%)* (3)
Investment Funds & Vehicles 15.90% Member Interest, Acquired 06/20 79,414 84,438
79,414 84,438
Waccamaw River LLC (1.8%)* (3)
Investment Funds & Vehicles 20% Member Interest, Acquired 02/21 13,720 13,501
13,720 13,501
Subtotal Affiliate Investments (38.8%) 28,646 267,967 288,069
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 7,149 7,149
Common Equity Interest (18,000 shares, Acquired 12/20) 9,553 7,699
7,149 16,702 14,848
MVC Private Equity Fund LP (1.0%)* (3) (25)
Investment Funds & Vehicles General Partnership Interest 225 188
Limited Partnership Interest 8,899 7,376
9,124 7,564
Subtotal Control Investments (3.0%) 7,149 25,826 22,412
Total Investments, December 31, 2021 (242.7%)* $ 1,554,503 $ 1,787,821 $ 1,800,596
46
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
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 the Company from MVC in connection with the MVC Acquisition (as defined in “Note 1 – Organization, Business and Basis of Presentation”) and any investments received by the Company in connection with the restructuring, amendment, extension or other modification (including the issuance of new securities) of any of the MVC Reference Portfolio. Each investment that is included in the MVC Reference Portfolio is denoted in the above Schedule of Investments with footnote (25).
(b) The Company and Barings entered into a Credit Support Agreement pursuant to which Barings 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 MVC 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 $22,850 Bank of America, N.A. 01/06/22 $ 126
Foreign currency forward contract (AUD) A$2,099 $1,508 HSBC Bank USA 01/06/22 18
Foreign currency forward contract (AUD) $20,727 A$28,700 Citibank N.A. 01/06/22 (139)
Foreign currency forward contract (AUD) $3,580 A$5,000 HSBC Bank USA 04/08/22 (55)
Foreign currency forward contract (AUD) $18,247 A$25,386 Bank of America, N.A. 04/08/22 (215)
Foreign currency forward contract (CAD) C$3,230 $2,528 Bank of America, N.A. 01/06/22 29
Foreign currency forward contract (CAD) C$3,000 $2,425 HSBC Bank USA 01/06/22 (50)
Foreign currency forward contract (CAD) $4,881 C$6,230 HSBC Bank USA 01/06/22 (51)
Foreign currency forward contract (CAD) $2,506 C$3,203 Bank of America, N.A. 04/08/22 (29)
Foreign currency forward contract (DKK) 2,143kr. $326 Bank of America, N.A. 01/06/22 1
Foreign currency forward contract (DKK) $335 2,143kr. Bank of America, N.A. 01/06/22 7
Foreign currency forward contract (DKK) $323 2,116kr. Bank of America, N.A. 04/08/22 (1)
Foreign currency forward contract (EUR) €52,583 $59,524 Bank of America, N.A. 01/06/22 275
Foreign currency forward contract (EUR) €5,020 $5,701 HSBC Bank USA 04/08/22 18
Foreign currency forward contract (EUR) $24,722 €21,500 Bank of America, N.A. 01/06/22 271
Foreign currency forward contract (EUR) $14,563 €12,900 HSBC Bank USA 01/06/22 (108)
Foreign currency forward contract (EUR) $20,655 €18,183 BNP Paribas SA 01/06/22 (23)
Foreign currency forward contract (EUR) $60,413 €53,265 Bank of America, N.A. 04/08/22 (282)
Foreign currency forward contract (EUR) $1,130 €1,000 HSBC Bank USA 04/08/22 (10)
Foreign currency forward contract (EUR) $8,514 €7,500 BNP Paribas SA 04/08/22 (33)
Foreign currency forward contract (GBP) £9,900 $13,220 Bank of America, N.A. 01/06/22 190
Foreign currency forward contract (GBP) $13,349 £9,900 BNP Paribas SA 01/06/22 (60)
Foreign currency forward contract (GBP) $6,122 £4,599 Bank of America, N.A. 04/08/22 (104)
Foreign currency forward contract (SEK) 1,792kr $198 HSBC Bank USA 01/07/22 —
Foreign currency forward contract (SEK) $204 1,792kr Bank of America, N.A. 01/07/22 6
Foreign currency forward contract (SEK) $207 1,875kr HSBC Bank USA 04/08/22 —
Total Foreign Currency Forward Contracts, December 31, 2021 $ (219)
_______________________________________________________________
* 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 Board determined in good faith that all investments were valued at fair value in accordance with the Company's valuation policies and procedures and the 1940 Act, based on, among other things, the input of the Company's external investment adviser, Barings, the Company’s Audit Committee and independent valuation firms that have been engaged to assist in the valuation of the Company's middle-market investments. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, GBP LIBOR, BBSY, STIBOR, CDOR, SOFR, SONIA or an alternate Base Rate
47
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
(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) $ 5,947 $ — $ (5,870) $ (77) $ — $ — $ 72
5,947 — (5,870) (77) — — 72
Eclipse Business Capital, LLC (e)
Second Lien Senior Secured Term Loan (7.5% Cash) — 4,502 — — 236 4,738 170
Revolver (LIBOR + 7.25%) — 1,691 — — 127 1,818 53
LLC units (89,447,396 units) — 89,850 — — 2,818 92,668 3,582
— 96,043 — — 3,181 99,224 3,805
Jocassee Partners LLC 9.1% Member Interest 22,624 10,000 — — 4,978 37,602 —
22,624 10,000 — — 4,978 37,602 —
JSC Tekers Holdings (e)
Preferred Stock (9,159,085 shares) 4,753 — — — 1,444 6,197 —
Common Stock (3,201 shares) — — — — — — —
4,753 — — — 1,444 6,197 —
Security Holdings B.V (e)
Bridge Loan (5.0% PIK 5/31/2021) 5,188 264 — — — 5,452 276
Senior Subordinated Loan (3.1% PIK) 8,746 778 — — — 9,524 285
Senior Unsecured Term Loan (9.0% PIK) — 8,831 (1,168) (24) (332) 7,307 820
Common Equity Interest 21,329 — — — 3,496 24,825 —
35,263 9,873 (1,168) (24) 3,164 47,108 1,381
Thompson Rivers LLC 15.90% Member Interest 10,012 69,414 — — 5,012 84,438 4,776
10,012 69,414 — — 5,012 84,438 4,776
Waccamaw River LLC 20% Member Interest — 13,762 (68) — (194) 13,500 280
— 13,762 (68) — (194) 13,500 280
Total Affiliate Investments $ 78,599 $ 199,092 $ (7,106) $ (101) $ 17,585 $ 288,069 $ 10,314
(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.
48
Barings BDC, Inc.
Consolidated Schedule of Investments — (Continued)
December 31, 2021
(Amounts in thousands, except share amounts)
(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 $ — $ — $ — $ (1,883) $ 7,699 $ —
Bridge Loan (6.0% Cash 12/31/2021) 7,149 — — — — 7,149 435
16,731 — — — (1,883) 14,848 435
MVC Private Equity Fund LP Limited Partnership Interest 8,899 — — — (1,523) 7,376 —
General Partnership Interest 225 — — (37) 188 643
9,124 — — — (1,560) 7,564 643
Waccamaw River LLC 50% Member Interest — 4,500 (4,474) — (26) — —
Total Control Investments $ 25,855 $ 4,500 $ (4,474) $ — $ (3,469) $ 22,412 $ 1,078
(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 senior secured credit facility with ING Capital LLC.
(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 MVC 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. 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.
49
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements
1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION
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 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”).
Organization
The Company is a Maryland corporation incorporated on October 10, 2006. On August 2, 2018, the Company entered into an investment advisory agreement (the “Original Advisory Agreement”) and an administration agreement (the “Administration Agreement”) and became an externally-managed BDC managed by Barings LLC (“Barings” or the “Adviser”). 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 New Barings BDC Advisory Agreement (as defined in “Note 2 – Agreements and Related Party Transactions”) (and, from January 1, 2021 to February 25, 2022, pursuant to the terms of the Amended and Restated Advisory Agreement (as defined in “Note 2 – Agreements and Related Party Transactions”)) 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 Unaudited and Audited Consolidated Balance Sheets at fair value, as discussed further in “Note 3 – Investments”, with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Unaudited Consolidated Statements of Operations.
The accompanying unaudited consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial statements for the interim period, have been reflected in the unaudited consolidated financial statements. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the full fiscal year. Additionally, the unaudited consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021. 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 unaudited 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.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Share Purchase Programs
In connection with the completion of the Company’s acquisition of MVC 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 three months ended March 31, 2022, the Company repurchased a total of 207,677 shares of its common stock in the open market under the authorized program at an average price of $10.14 per share, including broker commissions.
In connection with the completion of the Company’s acquisition of Sierra on February 25, 2022 (the “Sierra Acquisition”), the Company committed to make open-market purchases of shares of its common stock in an aggregate amount of up to $30.0 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 on April 1, 2022 and are expected to be made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as subject to compliance with the Company’s covenant and regulatory requirements.
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, 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.
In connection with the Sierra Acquisition, on February 25, 2022, the Company entered into a second amended and restated investment advisory agreement (the “New Barings BDC Advisory Agreement”) with the Adviser, which increased the hurdle rate applicable to the income incentive fee from 2.0% to 2.0625% per quarter (or from 8.0% to 8.25% annualized) and therefore increased the catch-up amount that is used in calculating the income incentive fee to correspond to the increase in the hurdle rate. All other terms and provisions of the Amended and Restated Advisory Agreement between the Company and the Adviser, including with respect to the calculation of the other fees payable to the Adviser, remained unchanged under the New Barings BDC Advisory Agreement.
Investment Advisory Agreement
Pursuant to the New Barings BDC 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; (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 New Barings BDC 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,
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 New Barings BDC Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the New Barings BDC 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 New Barings BDC 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 New Barings BDC 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.
Base Management Fee
The Base Management Fee is calculated based on the Company’s gross assets, including the Company’s credit support agreements, 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.
For the three months ended March 31, 2022, the Base Management Fee determined in accordance with the terms of the New Barings BDC Advisory Agreement was approximately $5.9 million. For the three months ended March 31, 2021, the Base Management Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was approximately $3.9 million. As of March 31, 2022, the Base Management Fee of $5.9 million for the three months ended March 31, 2022 was unpaid and included in “Base management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. 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 Sheet.
Incentive Fee
The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. 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 2.0625% (8.25% annualized) by the aggregate of the Company's NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives 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.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
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 2.578125% (10.3125% annualized) by the aggregate of the Company's NAV 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 aggregate 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, the Company 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, the Company 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, the Company 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 investment 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 New Barings BDC 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.
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.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 New Barings BDC 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 three months ended March 31, 2022, the Income-Based Fee determined in accordance with the terms of the New Barings BDC Advisory Agreement was $4.8 million. For the three months ended March 31, 2021, the Income-Based Fee determined in accordance with the terms of the Amended and Restated Advisory Agreement was $2.7 million. As of March 31, 2022, the Income-Based Fee of $4.8 million was unpaid and included in “Incentive management fees payable” in the accompanying Unaudited Consolidated Balance Sheet. 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 incur any capital gains fees for either of the three months ended March 31, 2022 or 2021.
Payment of Company Expenses
Under the New Barings BDC 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 New Barings BDC 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 New Barings BDC 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 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
• costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC 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 three months ended March 31, 2022 and March 31, 2021, the Company incurred and was invoiced by the Adviser for expenses of approximately $1.0 million and $0.5 million under the terms of the Administration Agreement, which amounts are included in “General and administrative expenses” in the accompanying Unaudited Consolidated Statements of Operations. As of March 31, 2022, the administrative expenses of $1.0 million for the three months ended March 31, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Unaudited Consolidated Balance Sheet. 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 Sheet.
MVC Credit Support Agreement
In connection with the MVC Acquisition, on December 23, 2020, promptly following the closing of the Company’s merger with MVC , the Company entered into a Credit Support Agreement (the “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 MVC 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 MVC Reference Portfolio over (2) the aggregate realized and unrealized gains on the MVC Reference Portfolio, in each case from the date of the closing of the Company’s merger with MVC through the MVC Designated Settlement Date (up to a $23.0 million cap) (such amount, the “MVC Covered Losses”). For purposes of the MVC Credit Support Agreement, “MVC Designated Settlement Date” means the earlier of (1) January 1, 2031 and (2) the date on which the entire MVC 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 MVC Reference Portfolio exceed realized and unrealized losses of the MVC Reference Portfolio on the MVC Designated Settlement Date.
• The Adviser will settle any credit support obligation under the MVC Credit Support Agreement as follows. If the MVC 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 MVC Waiver Period (as defined below) (1) the incentive fees payable under the New Barings BDC Advisory Agreement (including any incentive fee calculated on an annual basis during the MVC Waiver Period), and (2) in the event that MVC Covered Losses exceed such incentive fee, the base management fees payable under the New Barings BDC Advisory Agreement. The “MVC Waiver Period” means the four quarterly measurement periods immediately following the quarter in which the MVC Designated Settlement Date occurs. If the MVC Covered Losses exceed the aggregate amount of incentive fees and base management fees waived by the Adviser during the MVC Waiver Period, then, on the date on which the last incentive fee or base management fee payment would otherwise be due during the MVC Waiver Period, the Adviser shall make a cash payment to the Company equal to the positive difference between the MVC Covered Losses and the aggregate amount of incentive fees and base management fees previously waived by the Adviser during the MVC 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 following the MVC Acquisition downside protection from net cumulative realized and unrealized losses on the acquired MVC portfolio and insulate the combined company’s stockholders from potential value volatility and losses in MVC’s portfolio following the closing of the MVC Acquisition. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with
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Notes to Unaudited Consolidated Financial Statements — (Continued)
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 Company’s incentive fee calculations under the New Barings BDC 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 Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet. 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 agreements” in the accompanying Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
Sierra Credit Support Agreement
In connection with the Sierra Acquisition, on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company entered into a Credit Support Agreement (the “Sierra 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 $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. A summary of the material terms of the Sierra Credit Support Agreement are as follows:
• The Sierra Credit Support Agreement covers all of the investments in the Sierra 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 Sierra Reference Portfolio less (2) the aggregate realized and unrealized gains on the Sierra Reference Portfolio, in each case from the date of the closing of the Company’s merger with Sierra through the Designated Settlement Date (up to a $100.0 million cap) (such amount, the “Covered Losses”). For purposes of the Sierra Credit Support Agreement, “Designated Settlement Date” means the earlier of (1) April 1, 2032 and (2) the date on which the entire Sierra Reference Portfolio has been realized or written off. No credit support is required to be made by the Adviser to the Company under the Sierra Credit Support Agreement if the aggregate realized and unrealized gains on the Sierra Reference Portfolio exceed realized and unrealized losses of the Sierra Reference Portfolio on the Designated Settlement Date.
• The Adviser will settle any credit support obligation under the Sierra 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 Sierra Credit Support Agreement, the Adviser will irrevocably waive during the Waiver Period (as defined below) (1) the incentive fees payable under the New Barings BDC 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 New Barings BDC 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 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 Sierra 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 Sierra 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 Sierra Credit Support Agreement.
The Sierra Credit Support Agreement is intended to give stockholders of the combined company following the Sierra Acquisition downside protection from net cumulative realized and unrealized losses on the acquired Sierra portfolio and insulate the combined company’s stockholders from potential value volatility and losses in Sierra’s portfolio following the closing of the Company’s merger with Sierra. There is no fee or other payment by the Company to the Adviser or any of its affiliates in connection with the Sierra Credit Support Agreement. Any cash payment from the Adviser to the Company under the Sierra Credit Support Agreement will be excluded from the combined company’s incentive fee calculations under the New Barings BDC Advisory Agreement.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
When the Company and the Adviser entered into the Sierra 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 Unaudited Consolidated Balance Sheet. In addition, the Sierra 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 Unaudited Consolidated Balance Sheet.
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 regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.
The cost basis of the Company's debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and PIK interest, if any. 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:
($ in thousands) Cost Percentage of
Total Portfolio Fair Value Percentage of
Total Portfolio Percentage of
Total
Net Assets
March 31, 2022:
Senior debt and 1 st lien notes
$ 1,560,223 65 % $ 1,555,746 65 % 118 %
Subordinated debt and 2 nd lien notes
346,381 14 317,643 13 24
Structured products 84,056 4 82,014 3 6
Equity shares 170,691 7 219,466 9 17
Equity warrants 174 — 156 — —
Investment in joint ventures / PE fund 230,076 10 228,400 10 17
$ 2,391,601 100 % $ 2,403,425 100 % 182 %
December 31, 2021:
Senior debt and 1 st lien notes
$ 1,217,899 68 % $ 1,221,598 68 % 165 %
Subordinated debt and 2 nd lien notes
253,551 14 240,037 13 32
Structured products 37,055 2 40,271 2 6
Equity shares 145,791 8 154,477 9 21
Equity warrants 1,111 — 1,107 — —
Investment in joint ventures / PE fund 132,417 8 143,104 8 19
$ 1,787,824 100 % $ 1,800,594 100 % 243 %
During the three months ended March 31, 2022, the Company made 22 new investments totaling $229.3 million, purchased $442.2 million of investments as part of the Sierra Acquisition, made investments in existing portfolio companies totaling $89.3 million and made additional investments in joint venture equity portfolio companies totaling $11.7 million. During the three months ended March 31, 2021, the Company made 18 new investments totaling $172.2 million, made investments in existing portfolio companies totaling $73.2 million, made one new joint venture equity investment totaling $4.5 million and made additional investments in existing joint venture equity portfolio companies totaling $25.0 million.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Industry Composition
The industry composition of investments at fair value at March 31, 2022 and December 31, 2021, excluding short-term investments, was as follows:
($ in thousands) March 31, 2022 December 31, 2021
Aerospace and Defense $ 154,797 6.4 % $ 91,129 5.1 %
Automotive 77,203 3.2 55,875 3.1
Banking, Finance, Insurance and Real Estate 243,595 10.1 208,397 11.6
Beverage, Food and Tobacco 38,294 1.6 38,985 2.2
Capital Equipment 41,492 1.7 42,916 2.4
Chemicals, Plastics, and Rubber 49,249 2.1 32,234 1.8
Construction and Building 64,628 2.7 62,083 3.4
Consumer goods: Durable 77,265 3.2 47,316 2.6
Consumer goods: Non-durable 28,497 1.2 28,306 1.6
Containers, Packaging and Glass 30,662 1.3 10,218 0.6
Energy: Electricity 7,270 0.3 12,190 0.7
Energy: Oil and Gas 6,674 0.3 5,774 0.3
Environmental Industries 8,012 0.3 8,081 0.4
Healthcare and Pharmaceuticals 186,429 7.8 134,286 7.5
High Tech Industries 248,659 10.3 139,590 7.7
Hotel, Gaming and Leisure 58,384 2.4 27,553 1.5
Investment Funds and Vehicles 228,400 9.5 143,104 7.9
Media: Advertising, Printing and Publishing 45,096 1.9 46,414 2.6
Media: Broadcasting and Subscription 7,429 0.3 7,441 0.4
Media: Diversified and Production 48,175 2.0 52,887 2.9
Metals and Mining 14,731 0.6 10,684 0.6
Retail 1,998 0.1 — —
Services: Business 419,154 17.4 342,758 19.0
Services: Consumer 82,068 3.4 65,801 3.7
Structured Products 82,014 3.4 24,662 1.4
Telecommunications 34,725 1.5 45,182 2.5
Transportation: Cargo 88,033 3.7 86,964 4.8
Transportation: Consumer 11,917 0.5 12,231 0.7
Utilities: Electric 12,835 0.5 12,857 0.7
Utilities: Oil and Gas 4,707 0.2 4,677 0.3
Wholesale 1,033 — — —
Total $ 2,403,425 100.0 % $ 1,800,594 100.0 %
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.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The total value of Jocassee’s investment portfolio was $1,366.6 million as of March 31, 2022, as compared to $1,258.2 million as of December 31, 2021. As of March 31, 2022, Jocassee’s investments had an aggregate cost of $1,376.0 million, as compared to $1,242.2 million as of December 31, 2021. As of March 31, 2022 and December 31, 2021, the weighted average yield on the principal amount of Jocassee’s outstanding debt investments was approximately 5.4% and 5.3%, respectively. As of March 31, 2022 and December 31, 2021, the Jocassee investment portfolio consisted of the following investments:
($ in thousands) Cost Percentage of
Total
Portfolio Fair Value Percentage of
Total
Portfolio
March 31, 2022:
Senior debt and 1 st lien notes
$ 1,213,599 88 % $ 1,201,499 88 %
Subordinated debt and 2nd lien notes 22,657 2 % 22,709 2 %
Structured products 4,041 — % 4,405 — %
Equity shares 5,031 — % 3,487 — %
Equity warrants 31 — % 25 — %
Investment in joint ventures 117,952 9 % 121,813 9 %
Short-term investments 12,689 1 % 12,689 1 %
$ 1,376,000 100 % $ 1,366,627 100 %
December 31, 2021:
Senior debt and 1 st lien notes
$ 1,084,502 87 % $ 1,085,172 86 %
Subordinated debt and 2nd lien notes 23,607 2 24,011 2
Structured products 4,569 — 5,410 1
Equity shares 5,448 1 3,887 —
Equity warrants 31 — 75 —
Investment in joint ventures 111,490 9 127,092 10
Short-term investments 12,572 1 12,572 1
$ 1,242,219 100 % $ 1,258,219 100 %
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The industry composition of Jocassee’s investments at fair value at March 31, 2022 and December 31, 2021, excluding short-term investments, was as follows:
($ in thousands) March 31, 2022 December 31, 2021
Aerospace and Defense $ 71,608 5.3 % $ 71,857 5.8 %
Automotive 26,133 1.9 18,626 1.5
Banking, Finance, Insurance and Real Estate 110,522 8.2 109,961 8.8
Beverage, Food and Tobacco 30,457 2.3 30,352 2.4
Capital Equipment 27,322 2.0 17,006 1.4
Chemicals, Plastics, and Rubber 26,593 2.0 24,665 2.0
Construction and Building 14,293 1.1 14,506 1.2
Consumer goods: Durable 18,919 1.4 10,294 0.8
Consumer goods: Non-durable 23,635 1.7 23,886 1.9
Containers, Packaging and Glass 26,847 2.0 25,277 2.0
Energy: Electricity 15,450 1.1 10,571 0.8
Energy: Oil and Gas 4,803 0.4 5,091 0.4
Environmental Industries 7,453 0.6 7,563 0.6
Forest Products & Paper 450 — 475 —
Healthcare and Pharmaceuticals 143,056 10.6 128,495 10.3
High Tech Industries 172,972 12.8 171,960 13.8
Hotel, Gaming and Leisure 31,228 2.3 35,383 2.8
Investment Funds and Vehicles 121,813 9.0 127,092 10.2
Media: Advertising, Printing and Publishing 21,336 1.6 18,423 1.5
Media: Broadcasting and Subscription 36,877 2.7 37,840 3.0
Media: Diversified and Production 29,558 2.2 21,059 1.7
Metals and Mining 5,761 0.4 5,792 0.5
Retail 14,759 1.1 14,420 1.2
Services: Business 192,948 14.2 151,723 12.2
Services: Consumer 54,858 4.0 55,156 4.4
Structured Product 4,405 0.3 5,409 0.4
Telecommunications 43,168 3.2 36,036 2.9
Transportation: Cargo 54,161 4.0 49,103 3.9
Transportation: Consumer 12,390 0.9 6,546 0.5
Utilities: Electric 3,248 0.2 3,265 0.3
Utilities: Oil and Gas 6,915 0.5 6,870 0.6
Wholesale — — 945 0.1
Total $ 1,353,938 100.0 % $ 1,245,647 100.0 %
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The geographic composition of Jocassee’s investments at fair value at March 31, 2022 and December 31, 2021, excluding short-term investments, was as follows:
($ in thousands) March 31, 2022 December 31, 2021
Australia $ 37,405 2.8 % $ 16,509 1.3 %
Austria 7,054 0.5 1,115 0.1
Belgium 17,234 1.3 14,814 1.2
Canada 8,413 0.6 8,507 0.7
Denmark 1,105 0.1 6,960 0.6
Finland 2,220 0.2 47,992 3.9
France 130,483 9.6 3,391 0.3
Germany 43,386 3.2 6,357 0.5
Hong Kong 4,779 0.4 2,272 0.2
Ireland 4,045 0.3 123,816 9.9
Italy — — 113,896 9.1
Luxembourg 1,198 0.1 4,766 0.4
Netherlands 37,569 2.8 3,744 0.3
Panama 956 0.1 — —
Singapore 4,936 0.3 — —
Spain 4,632 0.3 1,225 0.1
Sweden 5,154 0.4 32,150 2.6
Switzerland 6,826 0.4 965 0.1
United Kingdom 126,637 9.4 5,305 0.4
USA 909,906 67.2 851,863 68.4
Total $ 1,353,938 100 % $ 1,245,647 100 %
Jocassee’s subscription facility with Bank of America N.A., which is non-recourse to the Company, had approximately $129.3 million and $176.3 million outstanding as of March 31, 2022 and December 31, 2021, respectively. Jocassee’s credit facility with Citibank, N.A., which is non-recourse to the Company, had approximately $347.9 million and $342.8 million outstanding as of March 31, 2022 and December 31, 2021, respectively. Jocassee’s term debt securitization, which is non-recourse to the Company, had approximately $323.1 million outstanding as of both March 31, 2022 and December 31, 2021.
The Company may sell portions of its investments via assignment to Jocassee. Since inception, as of March 31, 2022 and December 31, 2021, the Company had sold $830.8 million and $698.5 million, respectively, of its investments to Jocassee. For the three months ended March 31, 2022 and March 31, 2021, the Company realized a loss on the sales of its investments to Jocassee of $0.2 million and $0.3 million, respectively. As of March 31, 2022 and December 31, 2021, the Company had $180.0 million and $216.9 million, respectively, in unsettled receivables due from Jocassee that were included in "Receivable from unsettled transactions" in the accompanying Unaudited and Audited Consolidated Balance Sheets. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:
• 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 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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
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, Jocassee is not an operating company and the Company does not control Jocassee due to the allocation of voting rights among Jocassee members.
As of March 31, 2022 and December 31, 2021, Jocassee had the following contributed capital and unfunded commitments from its members:
($ in thousands) As of
March 31, 2022
As of December 31, 2021
Total contributed capital by Barings BDC, Inc. $ 35,000 $ 30,000
Total contributed capital by all members $ 385,000 $ 330,000
Total unfunded commitments by Barings BDC, Inc. $ 15,000 $ 20,000
Total unfunded commitments by all members $ 165,000 $ 220,000
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 March 31, 2022. As of March 31, 2022, 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 three months ended March 31, 2022, Thompson Rivers declared $20.0 million in dividends, of which $3.2 million was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
As of March 31, 2022, Thompson Rivers had $2.7 billion in Ginnie Mae early buyout loans and $117.4 million in cash. 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 March 31, 2022, Thompson Rivers had 14,270 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 3.9%. As of December 31, 2021, Thompson Rivers had 15,617 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.
As of March 31, 2022 and December 31, 2021, the Thompson Rivers investment portfolio consisted of the following investments:
($ in thousands) Cost Percentage of
Total
Portfolio Fair Value Percentage of
Total
Portfolio
March 31, 2022:
Federal Housing Administration (“FHA”) loans $ 2,399,678 90 % $ 2,381,614 90 %
Veterans Affairs (“VA”) loans 277,194 10 % 271,393 10 %
$ 2,676,872 100 % $ 2,653,007 100 %
December 31, 2021:
Federal Housing Administration (“FHA”) loans $ 2,799,869 93 % $ 2,839,495 93 %
Veterans Affairs (“VA”) loans 224,660 7 % 223,540 7 %
$ 3,024,528 100 % $ 3,063,036 100 %
Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $572.4 million and $694.8 million outstanding as of March 31, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $1,087.3 million and $1,245.2 million outstanding as of March 31, 2022 and December 31, 2021, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $749.7 million and $933.1 million outstanding as of March 31, 2022 and December 31, 2021, respectively.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The Company has determined that Thompson Rivers is an investment company under ASC, Topic 946, Financial Services - Investment Companies , however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.
As of March 31, 2022 and December 31, 2021, Thompson Rivers had the following contributed capital and unfunded commitments from its members:
($ in thousands) As of
March 31, 2022
As of December 31, 2021
Total contributed capital by Barings BDC, Inc.(1) $ 79,411 $ 79,414
Total contributed capital by all members $ 482,083 (2) $ 482,120 (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 $162.1 million of total contributed capital by related parties.
(3) Includes dividend re-investments of $32.1 million and $162.3 million of total contributed capital by related parties.
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 $20.4 million (including approximately $5.3 million of recallable return of capital) has been funded as of March 31, 2022. As of March 31, 2022, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, of which $102.1 million (including $14.0 million of recallable return of capital) has been funded.
On March 31, 2022, Waccamaw River declared $1.5 million in dividends, of which $0.3 million was recognized as dividend income in the Company’s Unaudited Consolidated Statement of Operations.
As of March 31, 2022, Waccamaw River had $89.7 million in unsecured consumer loans and $8.5 million in cash. As of December 31, 2021, Waccamaw River had $60.8 million in unsecured consumer loans and $4.9 million in cash. As of March 31, 2022, Waccamaw River had 7,964 outstanding loans with an average loan size of $11,522, remaining average life to maturity of 45.9 months and weighted average interest rate of 10.9%. As of December 31, 2021, Waccamaw River had 5,500 outstanding loans with an average loan size of $11,280, remaining average life to maturity of 46.5 months and weighted average interest rate of 10.9%.
The Company has determined that Waccamaw River is an investment company under ASC, Topic 946, Financial Services - Investment Companies , however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2022 and December 31, 2021, Waccamaw River had the following contributed capital and unfunded commitments from its members:
($ in thousands) As of
March 31, 2022
As of
December 31, 2021
Total contributed capital by Barings BDC, Inc. $ 25,700 $ 19,000
Total contributed capital by all members $ 116,120 (1) $ 82,620 (4)
Total return of capital (recallable) by Barings BDC, Inc. $ (5,280) $ (5,280)
Total return of capital (recallable) by all members(2) $ (14,020) $ (14,020)
Total unfunded commitments by Barings BDC, Inc. $ 4,580 $ 11,280
Total unfunded commitments by all members $ 22,900 (3) $ 56,400 (5)
(1) Includes $68.3 million of total contributed capital by related parties.
(2) Includes ($7.0) million of total return of capital (recallable) by related parties.
(3) Includes $13.7 million of unfunded commitments by related parties.
(4) Includes $48.2 million of total contributed capital by related parties.
(5) Includes $33.8 million of unfunded commitments by related parties.
Sierra Senior Loan Strategy JV I LLC
On February 25, 2022, as part of the Sierra Acquisition, the Company purchased its interest in Sierra Senior Loan Strategy JV I LLC (“Sierra JV”). The Company and MassMutual Ascend Life Insurance Company (“MMALIC”), a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, are the members of Sierra JV, a joint venture formed as a Delaware limited liability company and commenced operations on July 15, 2015. Sierra JV’s investment objective is to generate current income and capital appreciation by investing primarily in the debt of privately-held middle market companies with a focus on senior secured first lien term loans. The members of Sierra JV make capital contributions as investments by Sierra JV are completed, and all portfolio and other material decisions regarding Sierra JV must be submitted to Sierra JV’s board of managers, which is comprised of four members, two of whom are selected by the Company and the other two are selected by MMALIC. Approval of Sierra JV’s board of managers requires the unanimous approval of a quorum of the board of managers, with a quorum consisting of equal representation of members appointed by each of the Company and MMALIC.
As of March 31, 2022, Sierra JV had total capital commitments of $124.5 million with the Company committing $110.1 million and MMALIC committing $14.5 million. The Company had fully funded its $110.1 million commitment and total commitments of $124.5 million were funded as of March 31, 2022.
The Company has determined that Sierra JV 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 Sierra JV as it is not a substantially wholly owned investment company subsidiary. In addition, Sierra JV is not an operating company and the Company does not control Sierra JV due to the allocation of voting rights among Sierra JV members.
As of March 31, 2022, the total cost and value of Sierra JV’s investment portfolio was $158.8 million and $152.0 million, respectively. As of March 31, 2022, the weighted average yield on the principal amount of Sierra JV’s outstanding debt investments was approximately 5.8%. As of March 31, 2022, the Sierra JV investment portfolio consisted of the following investments:
($ in thousands) Cost Percentage of
Total
Portfolio Fair Value Percentage of
Total
Portfolio
March 31, 2022:
Senior debt and 1 st lien notes
$ 158,810 100 % $ 152,035 100 %
$ 158,810 100 % $ 152,035 100 %
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The industry composition of Sierra JV’s investments at fair value at March 31, 2022, excluding short-term investments, was as follows:
($ in thousands) March 31, 2022
Automotive 6,069 4.0 %
Banking, Finance, Insurance and Real Estate 1,677 1.1
Beverage, Food and Tobacco 4,481 2.9
Capital Equipment 9,413 6.2
Chemicals, Plastics, and Rubber 9,098 6.0
Construction and Building 1,883 1.2
Consumer goods: Durable 7,904 5.2
Consumer goods: Non-durable 43 —
Containers, Packaging and Glass 1,730 1.1
Environmental Industries 8,638 5.7
Forest Products & Paper 2,535 1.7
Healthcare and Pharmaceuticals 15,848 10.4
High Tech Industries 18,575 12.2
Media: Advertising, Printing and Publishing 9,805 6.4
Media: Diversified and Production 9,016 5.9
Retail 12,183 8.0
Services: Business 12,891 8.5
Services: Consumer 8,637 5.7
Transportation: Cargo 6,326 4.2
Transportation: Consumer 5,283 3.5
Total $ 152,035 100.0 %
Sierra JV’s revolving credit facility with Wells Fargo Bank, N.A., which is non-recourse to the Company, had $75.0 million outstanding as of March 31, 2022.
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 March 31, 2022 and December 31, 2021, $2.7 million and $1.8 million, respectively, 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 other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.
Valuation of Investments
The Company conducts the valuation of its investments, upon which its net asset value is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic
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Notes to Unaudited Consolidated Financial Statements — (Continued)
820, Fair Value Measurements and Disclosures ("ASC Topic 820"). The Company's current valuation policy and processes were established by the Adviser and have been approved by the Board.
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.
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.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Independent Valuation
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 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 the Adviser will determine the point within that range that it will use in making valuation recommendations to the Board, and will report to the Board on its rationale for each such determination. The Adviser uses its internal valuation model as a comparison point to validate the price range provided by the valuation provider and, where applicable, in determining the point within that range that it will use in making valuation recommendations to the Board. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Board that is outside of the range provided by the independent valuation provider, and will notify the Board of any such override and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders' best interests, to request an independent valuation firm to perform an independent valuation on certain investments. 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 the Company's investments were valued at fair value in accordance with the Company's valuation policies and procedures and the 1940 Act based on, among other things, the input of Barings, the Company’s Audit Committee and the independent valuation firm.
Valuation Techniques
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, Sierra JV and MVC Private Equity Fund LP
As Jocassee, Thompson Rivers, Waccamaw River, Sierra JV 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 Unaudited 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 March 31, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments.
March 31, 2022:
($ in thousands)
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)
$ 1,107,422 Yield Analysis Market Yield 5.5% – 38.2% 8.6% Decrease
19,998 Market Approach Adjusted EBITDA Multiple 0.3x – 4.5x 3.5x Increase
286,465 Recent Transaction Transaction Price 0% – 100.0% 98.1% Increase
Subordinated debt and 2 nd lien notes (2)
170,059 Yield Analysis Market Yield 6.7% – 19.0% 12.2% Decrease
72,507 Market Approach Adjusted EBITDA Multiple 5.0x – 7.0x 5.2x Increase
1,592 Discounted Cash Flow Analysis Discount Rate 19.6% 19.6% Decrease
3,931 Recent Transaction Transaction Price 100% 100% Increase
Structured products 4,986 Discounted Cash Flow Analysis Discount Rate 6.3% 6.3% Decrease
Equity shares (3)
192,434 Market Approach Adjusted EBITDA Multiple 2.3x – 50.0x 9.5x Increase
5,953 Expected Transaction (4)
Transaction Price $5,953 $5,953 Increase
7,904 Recent Transaction Transaction Price $0.67 – $1,000 $124.22 Increase
Equity warrants 72 Market Approach Adjusted EBITDA Multiple 0.3x – 6.5x 4.0x Increase
(1) Excludes investments with an aggregate fair value amounting to $26,646, 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 $47,909, 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 $3,030, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4) Estimated proceeds expected to be received under legally binding asset purchase agreement for sale of real estate held by portfolio company.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
December 31, 2021:
($ in thousands)
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 Yield Analysis Market Yield 5.2% – 33.5% 7.7% Decrease
416,010 Recent Transaction Transaction Price 96.5% – 99.0% 97.7% Increase
Subordinated debt and 2 nd lien notes (2)
107,345 Yield Analysis Market Yield 5.3% – 19.0% 11.5% Decrease
64,895 Market Approach Adjusted EBITDA Multiple 0.6x – 9.0x 5.67x Increase
40,354 Recent Transaction Transaction Price 97.0% – 100.0% 98.0% Increase
Equity shares (3)
137,393 Market Approach Adjusted EBITDA Multiple 5.5x – 54.0x 13.1x Increase
6,197 Expected Transaction (4)
Transaction Price $6,197,037 $6,197,037 Increase
4,546 Recent Transaction Transaction Price $1.0 – $1,000 $140.03 Increase
Equity warrants 864 Market Approach Adjusted EBITDA Multiple 5.0x-6.0x 6.0x Increase
(1) Excludes investments with an aggregate fair value amounting to $3,938, 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, 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 $3,146, which the Company valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
(4) Estimated proceeds expected to be received under legally binding asset purchase agreement for sale of real estate held by portfolio company.
The following tables present the Company’s investment portfolio at fair value as of March 31, 2022 and December 31, 2021, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
Fair Value as of March 31, 2022
($ in thousands) Level 1 Level 2 Level 3 Total
Senior debt and 1 st lien notes
$ — $ 115,215 $ 1,440,531 $ 1,555,746
Subordinated debt and 2 nd lien notes
— 21,646 295,997 317,643
Structured products — 77,028 4,986 82,014
Equity shares 94 10,050 209,322 219,466
Equity warrants — 84 72 156
Investments subject to leveling $ 94 $ 224,023 $ 1,950,908 $ 2,175,025
Investment in joint ventures / PE fund(1) 228,400
$ 2,403,425
Fair Value as of December 31, 2021
($ in thousands) Level 1 Level 2 Level 3 Total
Senior debt and 1 st lien notes
$ — $ 84,275 $ 1,137,323 $ 1,221,598
Subordinated debt and 2 nd lien notes
— 9,468 230,569 240,037
Structured products — 40,271 — 40,271
Equity shares 111 3,084 151,282 154,477
Equity warrants — 243 864 1,107
Investments subject to leveling $ 111 $ 137,341 $ 1,520,038 $ 1,657,490
Investment in joint ventures / PE fund(2) 143,104
$ 1,800,594
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
(1) The Company's investments in Jocassee, Sierra JV, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
(2) The Company's investments in Jocassee, Thompson Rivers, Waccamaw River and MVC Private Equity Fund LP are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Unaudited Consolidated Balance Sheet and Consolidated Balance Sheet.
The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022 and 2021:
Three Months Ended
March 31, 2022:
($ in thousands)
Senior Debt
and 1 st Lien
Notes
Subordinated Debt and 2 nd Lien Notes
Structured Products Equity
Shares Equity Warrants Total
Fair value, beginning of period $ 1,137,323 $ 230,569 $ — $ 151,282 $ 864 $ 1,520,038
New investments 258,441 30,065 — 11,936 — 300,442
Investments acquired in Sierra merger 210,176 54,177 — 7,065 72 271,490
Transfers into Level 3, net 2,580 — 4,905 — — 7,485
Proceeds from sales of investments (151,580) — — (1,364) (250) (153,194)
Loan origination fees received (5,350) 36 — — — (5,314)
Principal repayments received (7,773) (11,020) — — — (18,793)
Payment-in-kind interest 308 6,984 — — — 7,292
Accretion of loan premium/discount 7 10 — — — 17
Accretion of deferred loan origination revenue 1,390 62 — — — 1,452
Realized gain (loss) 611 8 — — (760) (141)
Unrealized appreciation (depreciation) (5,602) (14,894) 81 40,403 146 20,134
Fair value, end of period $ 1,440,531 $ 295,997 $ 4,986 $ 209,322 $ 72 $ 1,950,908
Three Months Ended
March 31, 2021:
($ in thousands)
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 $ 130,820 $ 44,227 $ 1,134 $ 1,231,898
New investments 227,057 14,478 1,073 — 242,608
Transfers into Level 3, net — 2,234 424 — 2,658
Proceeds from sales of investments (130,763) — (5,946) — (136,709)
Loan origination fees received (4,176) (402) — — (4,578)
Principal repayments received (12,260) (10,120) — — (22,380)
Payment-in-kind interest 229 7,008 — — 7,237
Accretion of loan premium/discount 3 7 — — 10
Accretion of deferred loan origination revenue 1,213 211 — — 1,424
Realized gain (loss) 1,605 3 (77) — 1,531
Unrealized appreciation (depreciation) 756 (68) (2,883) (157) (2,352)
Fair value, end of period $ 1,139,381 $ 144,171 $ 36,818 $ 977 $ 1,321,347
All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $21.0 million during the three months ended March 31, 2022 was related to portfolio company investments that were still held by the Company as of March 31, 2022. Pre-tax net unrealized depreciation on Level 3 investments of $0.4 million during the three months ended March 31, 2021 was related to portfolio company investments that were still held by the Company as of March 31, 2021.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
During the three months ended March 31, 2022, the Company made investments of approximately $741.9 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2022, the Company made investments of $30.5 million in portfolio companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2021, the Company made investments of approximately $247.6 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2021, the Company made investments of $27.3 million in portfolio companies to which it was previously committed to provide such financing.
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.
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 March 31, 2022 and December 31, 2021,
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
the Company had seven and two portfolio companies, respectively, with investments that were 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 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 three months ended March 31, 2022 and 2021 was as follows:
Three Months Ended
Three Months Ended
($ in thousands) March 31, 2022 March 31, 2021
Recurring Fee Income:
Amortization of loan origination fees $ 1,327 $ 1,078
Management, valuation and other fees (585) 581
Total Recurring Fee Income 742 1,659
Non-Recurring Fee Income:
Prepayment fees — 50
Acceleration of unamortized loan origination fees 196 403
Advisory, loan amendment and other fees 259 21
Total Non-Recurring Fee Income 455 474
Total Fee Income $ 1,197 $ 2,133
Concentration of Credit Risk
As of both March 31, 2022 and December 31, 2021, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2022 and December 31, 2021, the Company’s largest single portfolio company investment represented approximately 5.2% and 5.5%, respectively, of the fair value of the Company’s portfolio, exclusive of short-term investments. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.
As of March 31, 2022, all of the Company's assets were or will be pledged as collateral for the February 2019 Credit Facility.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
Investments Denominated in Foreign Currencies
As of March 31, 2022, the Company held one investment that was denominated in Canadian dollars, one investment that was denominated in Danish kroner, eight investments that were denominated in Australian dollars, one investment that was denominated in New Zealand dollars, one investment that was denominated in Swedish kronas, 40 investments that were denominated in Euros and 21 investments that were denominated in British pounds sterling. 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.
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 Unaudited Consolidated Statements of Operations.
In addition, during both the three months ended March 31, 2022 and March 31, 2021, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company's investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in "Net unrealized appreciation (depreciation) - foreign currency transactions" and net realized gains or losses on forward currency contracts are included in "Net realized gains (losses) - foreign currency transactions" in the Company's Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.
4. 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.
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.
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
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Notes to Unaudited Consolidated Financial Statements — (Continued)
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.
For federal income tax purposes, the cost of investments owned as of March 31, 2022 and December 31, 2021 was approximately $2,399.8 million and $1,792.1 million, respectively. As of March 31, 2022, net unrealized appreciation on the Company's investments (tax basis) was approximately $15.9 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $78.6 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $62.7 million. 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.
I n addition, the Company has wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), which hold certain portfolio investments that are listed on the Unaudited and Audited Consolidated Schedules of Investments. 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 Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiaries (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiaries) is reflected net of applicable federal and state income taxes, if any, in the Company's Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in "Accounts payable and accrued liabilities" in the Company's Unaudited and Audited Consolidated Balance Sheets.
As of March 31, 2022, two of the Company’s taxable subsidiaries had a deferred tax asset of $8.6 million pertaining to operating losses and tax basis differences related to certain partnership interests, and the Company’s other taxable subsidiary had a deferred tax liability of $0.8 million pertaining to tax basis differences related to certain partnership interests. As of December 31, 2021, the Company’s taxable subsidiaries had a deferred tax asset of $8.6 million pertaining to operating losses and 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. As of both March 31, 2022 and December 31, 2021, given the losses generated by the entity, the deferred tax assets have been offset by a valuation allowance of $8.6 million.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2022 and December 31, 2021:
Issuance Date
($ in thousands) Maturity Date Interest Rate as of March 31, 2022
March 31, 2022 December 31, 2021
Credit Facilities:
February 21, 2019 February 21, 2025 2.272% $ 757,217 $ 655,189
Total Credit Facilities $ 757,217 $ 655,189
Notes:
September 24, 2020 - August 2025 Notes August 4, 2025 4.660% $ 25,000 $ 25,000
September 29, 2020 - August 2025 Notes August 4, 2025 4.660% 25,000 25,000
November 5, 2020 - Series B Notes November 4, 2025 4.250% 62,500 62,500
November 5, 2020 - Series C Notes November 4, 2027 4.750% 112,500 112,500
February 25, 2021 Series D Notes February 26, 2026 3.410% 80,000 80,000
February 25, 2021 Series E Notes February 26, 2028 4.060% 70,000 70,000
November 23, 2021 - November 2026 Notes November 23, 2026 3.300% 350,000 350,000
(Less: Deferred financing fees) (7,159) (7,444)
Total Notes $ 717,841 $ 717,556
February 2019 Credit Facility
The Company has entered into the February 2019 Credit Facility with 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. Effective February 25, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, and the allowance for an increase in the total commitments increased to $1.5 billion from $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, 2024, followed by a one-year repayment period with a maturity date of February 21, 2025.
Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) the alternate base rate plus 1.25% (or 1.00% for so long as the Company maintains an investment grade credit rating) or (ii) the term Secured Overnight Financing Rate (“SOFR”) plus 2.25% (or 2.00% for so long as the Company maintains an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one month, 0.15% for borrowings with an interest period of three months or 0.25% for borrowings with an interest period of six months. The alternate 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) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%. 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 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).
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.
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Notes to Unaudited Consolidated Financial Statements — (Continued)
The February 2019 Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining minimum stockholders' equity, (ii) maintaining minimum obligors' net worth, (iii) maintaining a minimum asset coverage ratio, (iv) meeting a minimum liquidity test and (v) maintaining the Company's status as a regulated investment company and as a business development company. 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. As of March 31, 2022, the Company was in compliance with all covenants under the February 2019 Credit Facility.
As of March 31, 2022, the Company had U.S. dollar borrowings of $472.0 million outstanding under the February 2019 Credit Facility with an interest rate of 2.318% (one month SOFR of 0.218%), 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 £77.6 million ($102.1 million U.S. dollars) with an interest rate of 2.477% (one month SONIA of 0.477%), borrowings denominated in Australian dollars of A$36.6 million ($27.5 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 ($154.2 million U.S. dollars) with an interest rate of 2.000% (one month EURIBOR of 0.000%). The borrowings denominated in foreign currencies were translated into U.S. 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 Unaudited Consolidated Statements of Operations.
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 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 Unaudited Consolidated Statements of Operations.
As of March 31, 2022 and December 31, 2021, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $757.2 million and $655.2 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.
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
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 March 31, 2022, 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.
As of March 31, 2022 and December 31, 2021, the fair value of the outstanding August 2025 Notes was $49.7 million and $52.2 million, respectively. 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 March 31, 2022, the Company was in compliance with all covenants under the November 2020 NPA.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
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 March 31, 2022 and December 31, 2021, the fair value of the outstanding Series B Notes was $61.1 million and $64.1 million, respectively. As of March 31, 2022 and December 31, 2021, the fair value of the outstanding Series C Notes was $109.0 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 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 March 31, 2022, 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 March 31, 2022 and December 31, 2021, the fair value of the outstanding Series D Notes were $75.5 million and $79.2 million, respectively. As of March 31, 2022 and December 31, 2021, the fair value of the outstanding Series E Notes was $65.2 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.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
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”).
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 March 31, 2022 and December 31, 2021, the fair value of the outstanding November 2026 Notes was $320.9 million and $346.8 million, respectively. 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.
6. DERIVATIVE INSTRUMENTS
MVC Credit Support Agreement
In connection with the MVC Acquisition, on December 23, 2020, promptly following the closing of the Company’s merger with MVC , the Company and the Adviser entered into the MVC Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $23.0 million relating to the net cumulative realized and unrealized losses on the acquired MVC investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the MVC Credit Support Agreement. Net unrealized appreciation or depreciation on the MVC Credit Support Agreement is included in "Net unrealized appreciation (depreciation) - credit support agreements" in the Company’s Unaudited Consolidated Statements of Operations.
The following tables present the fair value and aggregate unrealized depreciation of the MVC Credit Support Agreement as of March 31, 2022 and December 31, 2021:
As of March 31, 2022
Description
($ in thousands)
Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement Barings LLC 01/01/31 $ 23,000 $ 15,000 $ 1,400
Total MVC Credit Support Agreement $ 1,400
As of December 31, 2021
Description
($ in thousands)
Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
MVC Credit Support Agreement Barings LLC 01/01/31 $ 23,000 $ 15,400 $ 1,800
Total MVC Credit Support Agreement $ 1,800
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of March 31, 2022 and December 31, 2021, the fair value of the MVC Credit Support Agreement was $15.0 million and $15.4 million, respectively, and is included in "Credit support agreements" in the accompanying Unaudited and Audited 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 MVC Reference Portfolio, which are all Level 3 inputs.
Sierra Credit Support Agreement
In connection with the Sierra Acquisition, on February 25, 2022, promptly following the closing of the Company’s merger with Sierra, the Company and the Adviser entered into the Sierra Credit Support Agreement, pursuant to which the Adviser has agreed to provide credit support to the Company in the amount of up to $100.0 million relating to the net cumulative realized and unrealized losses on the acquired Sierra investment portfolio over a 10-year period. See “Note 2 – Agreements and Related Party Transactions” for additional information regarding the Sierra Credit Support Agreement. Net unrealized appreciation or depreciation on the Sierra Credit Support Agreement is included in "Net unrealized appreciation (depreciation) - credit support agreements" in the Company’s Unaudited Consolidated Statements of Operations.
The following table presents the fair value and aggregate unrealized depreciation of the Sierra Credit Support Agreement as of March 31, 2022:
As of March 31, 2022
Description
($ in thousands)
Counter Party Settlement Date Notional Amount Value Unrealized Appreciation (Depreciation)
Sierra Credit Support Agreement Barings LLC 04/01/32 $ 100,000 $ 44,400 $ —
Total Sierra Credit Support Agreement $ —
As of March 31, 2022, the fair value of the Sierra Credit Support Agreement was $44.4 million, and is included in “Credit support agreements” in the accompanying Unaudited Consolidated Balance Sheet. The fair value of the Sierra Credit Support Agreement was determined based on an income approach, with the primary inputs being the enterprise value, the continuously annual risk-free interest rate, a measure of expected asset volatility, and the expected time until an exit event for each portfolio company in the Sierra Reference Portfolio, which are all Level 3 inputs.
Foreign Currency Forward Contracts
The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company's investments and related borrowings denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in "Net unrealized appreciation (depreciation) - foreign currency transactions" and net realized gains or losses on forward currency contracts are included in "Net realized gains (losses) - foreign currency transactions" in the Company’s Unaudited Consolidated Statements of Operations. Forward currency contracts are considered undesignated derivative instruments.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
The following tables present the Company's foreign currency forward contracts as of March 31, 2022 and December 31, 2021:
As of March 31, 2022
Description
($ in thousands)
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$67,436 $50,505 04/08/22 $ 138 Prepaid expenses and other assets
Foreign currency forward contract (AUD) $22,755 A$31,386 04/08/22 (815) Derivative liability
Foreign currency forward contract (AUD) $19,490 A$27,000 04/08/22 (787) Derivative liability
Foreign currency forward contract (AUD) $6,494 A$9,050 04/08/22 (302) Derivative liability
Foreign currency forward contract (AUD) $51,174 A$68,223 07/07/22 (146) Derivative liability
Foreign currency forward contract (CAD) C$3,203 $2,559 04/08/22 5 Prepaid expenses and other assets
Foreign currency forward contract (CAD) $2,506 C$3,203 04/08/22 (58) Derivative liability
Foreign currency forward contract (CAD) $2,549 C$3,190 07/07/22 (5) Derivative liability
Foreign currency forward contract (CAD) $49 C$61 07/07/22 — Prepaid expenses and other assets
Foreign currency forward contract (DKK) 2,116kr. $315 04/08/22 1 Prepaid expenses and other assets
Foreign currency forward contract (DKK) $323 2,116kr. 04/08/22 6 Prepaid expenses and other assets
Foreign currency forward contract (DKK) $323 2,159kr. 07/07/22 (1) Derivative liability
Foreign currency forward contract (EUR) €2,000 $2,215 04/01/22 10 Prepaid expenses and other assets
Foreign currency forward contract (EUR) €86,555 $96,092 04/08/22 225 Prepaid expenses and other assets
Foreign currency forward contract (EUR) €5,020 $5,701 04/08/22 (116) Derivative liability
Foreign currency forward contract (EUR) $25,366 €23,000 04/08/22 (228) Derivative liability
Foreign currency forward contract (EUR) $8,514 €7,500 04/08/22 168 Prepaid expenses and other assets
Foreign currency forward contract (EUR) $69,071 €61,075 04/08/22 1,109 Prepaid expenses and other assets
Foreign currency forward contract (EUR) $95,469 €85,835 07/07/22 (400) Derivative liability
Foreign currency forward contract (NZD) NZ$11,600 $8,026 04/08/22 42 Prepaid expenses and other assets
Foreign currency forward contract (NZD) $7,995 NZ$11,600 04/08/22 (74) Derivative liability
Foreign currency forward contract (NZD) $8,151 NZ$11,801 07/07/22 (44) Derivative liability
Foreign currency forward contract (GBP) $13,131 £10,000 04/01/22 (35) Derivative liability
Foreign currency forward contract (GBP) £8,819 $11,521 04/08/22 90 Prepaid expenses and other assets
Foreign currency forward contract (GBP) $5,642 £4,220 04/08/22 86 Prepaid expenses and other assets
Foreign currency forward contract (GBP) $6,122 £4,599 04/08/22 67 Prepaid expenses and other assets
Foreign currency forward contract (GBP) $12,612 £9,656 07/07/22 (97) Derivative liability
Foreign currency forward contract (GBP) £10,000 $13,128 07/07/22 35 Prepaid expenses and other assets
Foreign currency forward contract (SEK) 1,875kr $201 04/08/22 — Prepaid expenses and other assets
Foreign currency forward contract (SEK) $207 1,875kr 04/08/22 6 Prepaid expenses and other assets
Foreign currency forward contract (SEK) $213 1,976kr 07/07/22 — Derivative liability
Total $ (1,120)
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
As of December 31, 2021
Description
($ in thousands)
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 $22,849.503 01/06/22 $ 126 Prepaid expenses and other assets
Foreign currency forward contract (AUD) A$2,099 $1,508 01/06/22 18 Prepaid expenses and other assets
Foreign currency forward contract (AUD) $20,727 A$28,700 01/06/22 (139) Derivative liability
Foreign currency forward contract (AUD) $3,580 A$5,000 04/08/22 (55) Derivative liability
Foreign currency forward contract (AUD) $18,247 A$25,385.697 04/08/22 (215) Derivative liability
Foreign currency forward contract (CAD) C$3,230 $2,528 01/06/22 29 Prepaid expenses and other assets
Foreign currency forward contract (CAD) C$3,000 $2,425 01/06/22 (50) Derivative liability
Foreign currency forward contract (CAD) $4,881 C$6,230 01/06/22 (51) Derivative liability
Foreign currency forward contract (CAD) $2,506 C$3,203 04/08/22 (29) Derivative liability
Foreign currency forward contract (DKK) 2,142.838kr. $326 01/06/22 1 Prepaid expenses and other assets
Foreign currency forward contract (DKK) $335 2,142.838kr. 01/06/22 7 Prepaid expenses and other assets
Foreign currency forward contract (DKK) $323 2,115.99kr. 04/08/22 (1) Derivative liability
Foreign currency forward contract (EUR) €52,582.593 $59,524 01/06/22 275 Prepaid expenses and other assets
Foreign currency forward contract (EUR) €5,020 $5,701.2739 04/08/22 19 Prepaid expenses and other assets
Foreign currency forward contract (EUR) $24,722 €21,500 01/06/22 271 Prepaid expenses and other assets
Foreign currency forward contract (EUR) $14,563 €12,900 01/06/22 (108) Derivative liability
Foreign currency forward contract (EUR) $20,655 €18,182.593 01/06/22 (23) Derivative liability
Foreign currency forward contract (EUR) $60,413 €53,264.857 04/08/22 (282) Derivative liability
Foreign currency forward contract (EUR) $1,130 €1,000 04/08/22 (10) Derivative liability
Foreign currency forward contract (EUR) $8,514 €7,500 04/08/22 (32) Derivative liability
Foreign currency forward contract (GBP) £9,900 $13,219.519 01/06/22 190 Prepaid expenses and other assets
Foreign currency forward contract (GBP) $13,348.815 £9,900 01/06/22 (60) Derivative liability
Foreign currency forward contract (GBP) $6,121.622 £4,598.707 04/08/22 (104) Derivative liability
Foreign currency forward contract (SEK) 1,791.942kr $198 01/07/22 — Derivative liability
Foreign currency forward contract (SEK) $204 1,791.942kr 01/07/22 6 Prepaid expenses and other assets
Foreign currency forward contract (SEK) $207 1,874.724kr 04/08/22 — Prepaid expenses and other assets
Total $ (217)
As of March 31, 2022 and December 31, 2021, the total fair value of the Company's foreign currency forward contracts was $(1.1) million and $(0.2) million, respectively. The fair values of the Company's foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company's portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of March 31, 2022 and December 31, 2021 were as follows:
Portfolio Company
($ in thousands) Investment Type March 31, 2022 December 31, 2021
1888 Industrial Services, LLC(1)(2) Revolver $ 314 $ —
Acclime Holdings HK Limited(1) Delayed Draw Term Loan 1,179 1,179
Acclime Holdings HK Limited(1) Delayed Draw Term Loan 110 110
Air Comm Corporation, LLC(1) Delayed Draw Term Loan 11 11
Air Comm Corporation, LLC(1) Delayed Draw Term Loan 1,448 1,448
Amtech Software(1) Delayed Draw Term Loan 1,527 2,727
Amtech Software(1) Revolver 682 682
AnalytiChem Holding GmbH(1)(2)(3) Delayed Draw Term Loan 6,073 6,207
Aquavista Watersides 2 LTD(1)(2)(4) Bridge Revolver 489 503
Aquavista Watersides 2 LTD(1)(2)(4) Acquisition Facility 3,059 3,147
Astra Bidco Limited(1)(2)(4) Delayed Draw Term Loan 959 2,571
Avance Clinical Bidco Pty Ltd(1)(5) Delayed Draw Term Loan 1,435 3,497
Azalea Buyer, Inc.(1) Delayed Draw Term Loan 962 962
Azalea Buyer, Inc.(1) Revolver 481 481
Bariacum S.A(1)(2)(3) Acquisition Facility 2,114 2,161
Beyond Risk Management, Inc.(1)(2) Delayed Draw Term Loan 2,573 2,573
BigHand UK Bidco Limited(1)(2)(4) Acquisition Facility — 378
Black Angus Steakhouses, LLC(1) Acquisition Facility 417 —
Bounteous, Inc.(1) Delayed Draw Term Loan 2,840 2,840
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 241 432
Brightpay Limited(1)(2)(3) Delayed Draw Term Loan 141 144
BrightSign LLC(1) Revolver 1,329 1,329
British Engineering Services Holdco Limited(1)(2)(4) Bridge Revolver — 613
Brook & Whittle Holding Corp.(1) Delayed Draw Term Loan 852 —
CAi Software, LLC(1) Revolver 943 943
Canadian Orthodontic Partners Corp.(1)(2)(6) Acquisition Facility 120 167
Centralis Finco S.a.r.l.(1)(3) Acquisition Facility 451 461
Ceres Pharma NV(1)(2)(3) Delayed Draw Term Loan 2,103 2,149
CGI Parent, LLC(1)(2) Revolver 1,212 —
Classic Collision (Summit Buyer, LLC)(1)(2) Delayed Draw Term Loan 309 393
Coastal Marina Holdings, LLC(1)(2) PIK Tranche B Term Loan 1,311 1,311
Coastal Marina Holdings, LLC(1)(2) Tranche A Term Loan 3,576 3,576
Command Alkon (Project Potter Buyer, LLC)(1) Delayed Draw Term Loan 6,018 6,018
Coyo Uprising GmbH(1)(2)(3) Delayed Draw Term Loan 874 894
Crash Champions, LLC(1) Delayed Draw Term Loan 379 5,420
CSL Dualcom(1)(4) Acquisition Term Loan 970 998
Dart Buyer, Inc.(1) Delayed Draw Term Loan 1,163 2,431
DecksDirect, LLC(1) Revolver 58 218
DreamStart Bidco SAS(1)(3) Acquisition Facility 604 617
Dune Group(1)(3) Delayed Draw Term Loan 650 665
Dwyer Instruments, Inc.(1) Delayed Draw Term Loan 692 692
83
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands) Investment Type March 31, 2022 December 31, 2021
Eclipse Business Capital, LLC(1) Revolver 10,909 11,818
EMI Porta Holdco LLC(1) Delayed Draw Term Loan 11,212 12,458
EMI Porta Holdco LLC(1) Revolver 2,361 2,966
EPS NASS Parent, Inc.(1) Delayed Draw Term Loan 583 583
eShipping, LLC(1) Delayed Draw Term Loan 1,650 2,548
eShipping, LLC(1) Revolver 824 1,232
Events Software BidCo Pty Ltd(1)(5) Delayed Draw Term Loan 481 —
F24 (Stairway BidCo GmbH)(1)(2)(3) Delayed Draw Term Loan 396 405
Fineline Technologies, Inc.(1) Delayed Draw Term Loan 180 180
Finexvet(1)(3) Acquisition Facility 967 —
FragilePak LLC(1)(2) Delayed Draw Term Loan 2,354 2,354
Heartland Veterinary Partners, LLC(1) Delayed Draw Term Loan 657 657
Heavy Construction Systems Specialists, LLC(1) Revolver 2,632 2,632
HW Holdco, LLC (Hanley Wood LLC)(1)(2) Delayed Draw Term Loan 913 1,563
IGL Holdings III Corp.(1) Delayed Draw Term Loan 1,217 1,217
Innovad Group II BV(1)(2)(3) Delayed Draw Term Loan 1,785 1,825
INOS 19-090 GmbH(1)(2)(3) Acquisition Facility 2,481 2,535
ITI Intermodal, Inc.(1) Delayed Draw Term Loan 103 103
ITI Intermodal, Inc.(1) Revolver 124 124
Jaguar Merger Sub Inc.(1)(2) Delayed Draw Term Loan 1,781 1,961
Jaguar Merger Sub Inc.(1)(2) Revolver 490 490
Jocassee Partners LLC Joint Venture 15,000 20,000
Jon Bidco Limited(1)(2)(7) Capex & Acquisition Facility 1,585 —
Jones Fish Hatcheries & Distributors LLC(1) Revolver 418 —
Kano Laboratories LLC(1)(2) Delayed Draw Term Loan 153 153
Kano Laboratories LLC(1)(2) Delayed Draw Term Loan 2,830 4,544
Kemmerer Operations LLC(1) Delayed Draw Term Loan 908 —
LAF International(1)(2)(3) Acquisition Facility 178 341
Lambir Bidco Limited(1)(2)(3) Bridge Revolver 920 941
Lambir Bidco Limited(1)(2)(3) Delayed Draw Term Loan 1,841 1,881
LeadsOnline, LLC(1) Revolver 2,603 —
Lifestyle Intermediate II, LLC(1) Revolver 2,500 —
LivTech Purchaser, Inc.(1) Delayed Draw Term Loan 34 82
Marmoutier Holding B.V.(1)(2)(3) Delayed Draw Term Loan 396 405
Marmoutier Holding B.V.(1)(2)(3) Revolver 159 162
Marshall Excelsior Co.(1)(2) Revolver 1,047 —
MC Group Ventures Corporation(1) Delayed Draw Term Loan 817 817
Modern Star Holdings Bidco Pty Limited(1)(5) Capex Term Loan 1,072 1,038
Murphy Midco Limited(1)(4) Delayed Draw Term Loan 648 2,617
Narda Acquisitionco., Inc.(1) Revolver 1,311 1,311
Navia Benefit Solutions, Inc.(1) Delayed Draw Term Loan 1,261 1,261
Nexus Underwriting Management Limited(1)(2)(4) Revolver 101 103
Nexus Underwriting Management Limited(1)(2)(4) Acquisition Facility 526 541
Novotech Aus Bidco Pty Ltd(1) Capex & Acquisition Facility 809 —
OA Buyer, Inc.(1) Revolver 1,331 1,331
OAC Holdings I Corp(1) Revolver 685 —
OG III B.V.(1)(2)(3) Acquisition CapEx Facility 671 686
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands) Investment Type March 31, 2022 December 31, 2021
Omni Intermediate Holdings, LLC(1)(2) Delayed Draw Term Loan — 817
Omni Intermediate Holdings, LLC(1)(2) Delayed Draw Term Loan 2,289 4,357
OSP Hamilton Purchaser, LLC(1) Revolver 187 187
Pacific Health Supplies Bidco Pty Limited(1)(2)(5) CapEx Term Loan 1,325 1,283
PDQ.Com Corporation(1) Delayed Draw Term Loan — 289
PDQ.Com Corporation(1) Delayed Draw Term Loan 7,753 10,948
Polara Enterprises, L.L.C.(1)(2) Revolver 545 545
Policy Services Company, LLC(1)(2) Delayed Draw Term Loan 3,772 6,944
Premium Invest(1)(2)(3) Acquisition Facility 1,892 1,933
ProfitOptics, LLC(1) Revolver 484 —
Protego Bidco B.V.(1)(2)(3) Delayed Draw Term Loan 826 844
QPE7 SPV1 BidCo Pty Ltd(1)(2)(5) Acquisition Term Loan — 373
RA Outdoors, LLC(1) Revolver 741 —
Rep Seko Merger Sub LLC(1) Delayed Draw Term Loan 1,305 1,455
Reward Gateway (UK) Ltd(1)(2)(4) Acquisition Facility 657 1,061
Riedel Beheer B.V.(1)(2)(3) Revolver — 230
Riedel Beheer B.V.(1)(2)(3) Delayed Draw Term Loan 150 153
Scaled Agile, Inc.(1)(2) Delayed Draw Term Loan 416 416
Scaled Agile, Inc.(1)(2) Revolver 336 336
Security Holdings B.V.(1)(2)(3) Delayed Draw Term Loan 2,225 2,274
Security Holdings B.V.(1)(2)(3) Revolver 1,113 1,137
Smartling, Inc.(1) Delayed Draw Term Loan 1,978 2,353
Smartling, Inc.(1) Revolver 1,176 1,176
Smile Brands Group, Inc.(1)(2) Delayed Draw Term Loan 418 655
Springbrook Software (SBRK Intermediate, Inc.)(1)(2) Delayed Draw Term Loan 2,372 2,373
SSCP Pegasus Midco Limited(1)(4) Delayed Draw Term Loan 5,105 5,251
Superjet Buyer, LLC(1) Revolver 1,825 1,825
Syntax Systems Ltd(1)(2) Revolver 448 569
Syntax Systems Ltd(1)(2) Delayed Draw Term Loan 1,933 1,933
Tank Holding Corp(1) Revolver 873 —
Techone B.V.(1)(2)(3) Delayed Draw Term Loan 1,586 1,621
Techone B.V.(1)(2)(3) Revolver 423 432
Tencarva Machinery Company, LLC(1) Delayed Draw Term Loan 886 886
Tencarva Machinery Company, LLC(1) Revolver 1,128 1,129
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Delayed Draw Term Loan 2,811 2,811
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1) Revolver 827 827
The Hilb Group, LLC(1) Delayed Draw Term Loan 2,529 2,773
Thermacell Repellents, Inc.(1) Revolver 605 —
Transit Technologies LLC(1)(2) Delayed Draw Term Loan — 1,857
Truck-Lite Co., LLC(1) Delayed Draw Term Loan 4,540 4,540
Turbo Buyer, Inc.(1) Delayed Draw Term Loan 1,339 2,070
Turbo Buyer, Inc.(1) Delayed Draw Term Loan 2,250 —
USLS Acquisition, Inc.(f/k/a US Legal Support, Inc.)(1)(2) Delayed Draw Term Loan 3,820 —
Victoria Bidco Limited(1)(2)(4) Delayed Draw Term Loan 458 —
Waccamaw River, LLC(2) Joint Venture 4,580 11,280
W2O Holdings, Inc.(1) Delayed Draw Term Loan 3,831 3,832
West Dermatology, LLC(1) Revolver 552 —
85
Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
Portfolio Company
($ in thousands) Investment Type March 31, 2022 December 31, 2021
West Dermatology, LLC(1) Delayed Draw Term Loan 3,352 —
West Dermatology, LLC(1) PIK Delayed Draw Term Loan 144 —
Woodland Foods, Inc.(1) Revolver 1,734 2,070
ZB Holdco LLC(1) Revolver 845 —
ZB Holdco LLC(1) Delayed Draw Term Loan 1,352 —
Zeppelin Bidco Limited(1)(2)(4) Capex / Acquisition Facility 3,472 —
Zeppelin Bidco Limited(1)(2)(4) Revolver 579 —
Total unused commitments to extend financing $ 220,360 $ 234,658
(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.
(7) Actual commitment amount is denominated in New Zealand 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 March 31, 2022 and December 31, 2021, the Company had guaranteed € 9.9 million ($11.0 million U.S. dollars and $11.3 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 Unaudited and Audited 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.
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 three months ended March 31, 2022, 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 Unaudited Consolidated Financial Statements — (Continued)
8. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2022 and 2021:
Three Months Ended March 31,
($ in thousands, except share and per share amounts) 2022 2021
Per share data:
Net asset value at beginning of period $ 11.36 $ 10.99
Net investment income(1) 0.23 0.22
Net realized gain (loss) on investments / foreign currency transactions(1) (0.02) 0.03
Net unrealized appreciation on investments / CSA / foreign currency transactions(1) 0.04 0.10
Total increase (decrease) from investment operations(1) 0.25 0.35
Dividends/distributions paid to stockholders from net investment income (0.23) (0.19)
Common stock offering (0.60) —
Deemed contribution - CSA 0.54 —
Deemed contribution - Barings LLC 0.34 —
Other 0.20 (0.01)
Net asset value at end of period $ 11.86 $ 11.14
Market value at end of period(2) $ 10.34 $ 9.98
Shares outstanding at end of period 111,095,334 65,316,085
Net assets at end of period $ 1,317,556 $ 727,883
Average net assets $ 929,432 $ 727,273
Ratio of total expenses, including loss on extinguishment of debt and provision for taxes, to average net assets (annualized)(3) 10.65 % 8.92 %
Ratio of net investment income to average net assets (annualized) 8.18 % 7.91 %
Portfolio turnover ratio (annualized)(4) 8.81 % 16.82 %
Total return(5) (4.16) % 10.54 %
(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 March 31, 2022 and 2021 excludes the impact of short-term investments. Portfolio ratio as of March 31, 2022 excludes the impact of the Sierra 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. Total return is not annualized.
9. SIERRA ACQUISITION
On February 25, 2022, the Company completed the Sierra Acquisition pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “ Sierra Merger Agreement”), dated as of September 21, 2021, 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. To effect the acquisition, Sierra Acquisition Sub merged with and into Sierra, with Sierra surviving the merger as the Company’s wholly owned subsidiary (the “First Sierra Merger”). Immediately thereafter, Sierra merged with and into the Company, with the Company as the surviving company (the “Second Sierra Merger” and, together with the First Sierra Merger, the “Sierra Merger”). The Merger has been treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code.
Pursuant to the Sierra Merger Agreement, Sierra stockholders received the right to the following merger consideration in exchange for 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): (i) approximately $0.9783641 per share in cash, without interest, from Barings and (ii) 0.44973 of a validly issued, fully paid and non-assessable share of the Company’s common stock. The Company issued approximately 45,986,926 shares of its common stock to Sierra’s former stockholders in connection with the Sierra Merger, thereby resulting in the Company’s then-existing stockholders owning approximately 58.7% of the combined company and Sierra’s former stockholders owning approximately 41.3% of the combined company.
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
In connection with the completion of the Company’s acquisition of Sierra, the Board affirmed the Company’s commitment to make open-market purchases of shares of its common stock in an aggregate amount of up to $30.0 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 on April 1, 2022 and are expected to be made in accordance with a Rule 10b5-1 purchase plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act, as well as subject to compliance with the Company’s covenant and regulatory requirements.
In connection with the Sierra Acquisition, on February 25, 2022, the Company entered into the New Barings BDC Advisory Agreement with the Adviser. Promptly following the closing of the Sierra Merger, the Company also entered into the Sierra Credit Support Agreement with Barings. See “Note 2 - Agreements and Related Party Transactions” for more information regarding the New Barings BDC Advisory Agreement and the Sierra Credit Support Agreement.
The Sierra 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. 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 Sierra Acquisition:
($ in thousands)
Common stock issued by the Company $ 499,418
Cash consideration paid by the Company(1) 10,495
Deemed contribution from Barings LLC 27,904
Total purchase price $ 537,817
Assets acquired:
Investments(2) $ 442,198
Cash 102,006
Other assets(3) 3,519
Total assets acquired $ 547,723
Liabilities assumed(4) (9,906)
Net assets acquired $ 537,817
(1) The Company incurred $10.4 million in professional fees and other costs related to the Sierra Acquisition, including $4.0 million in investment banking fees.
(2) Investments acquired were recorded at fair value, which is also the Company's initial cost basis
(3) Other assets acquired in the Sierra Acquisition consisted of the following:
($ in thousands)
Interest and fees receivable $ 2,874
Escrow receivable 645
Total $ 3,519
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Barings BDC, Inc.
Notes to Unaudited Consolidated Financial Statements — (Continued)
(4) Liabilities assumed in the Sierra Acquisition consisted of the following:
($ in thousands)
Accrued merger expenses $ 3,327
Current and deferred tax liability 3,814
Other liabilities 2,765
Total $ 9,906
10. SUBSEQUENT EVENTS
Subsequent to March 31, 2022, the Company made approximately $174.4 million of new commitments, of which $141.0 million closed and funded. The $141.0 million of investments consists of $120.9 million of first lien senior secured debt investments, $1 6 . 2 million of second lien senior secured and subordinated debt investments and $3.8 million of equity investments. The weighted average yield of the debt investments was 7.1%. In addition, the Company funded $15.0 million of previously committed delayed draw term loans .
Effective on April 1, 2022, the Company increased aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 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 $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants.
On May 5, 2022, the Board declared a quarterly distribution of $0.24 per share payable on June 15, 2022 to holders of record as of June 8, 2022.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.