Kayne Anderson BDC, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of December 31, 2020 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic United States Securities and Exchange Commission filings is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures. Report of Management on Internal Control Over Financial Reporting This annual report does not include an annual report of management’s assessment regarding internal control over financial reporting or attestation report of our registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for newly reporting companies. Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION On February 5, 2021, before electing to be treated as a business development company under the Investment Company Act of 1940, as amended, the Company completed its initial purchase of a loan portfolio valued at approximately $103.0 million (the “Initial Portfolio”). The Initial Portfolio purchased from the Warehouse Entity consisted of 18 loans, with an average outstanding balance of $5.9 million, a weighted average purchase price of 97.4% of principal value and a weighted average yield on that date of 8.8%. None of those loans in the Initial Portfolio were in default or non-accrual status. Information about the Initial Portfolio is not intended to indicate the Company’s expected investment return on the Initial Portfolio or the investment performance of the Company’s shares. 89 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2021 annual meeting of stockholders. The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Exchange Act. Information relating to our and the Advisor’s codes of ethics, which apply to, among others, our Chief Executive Officer and Chief Financial Officer, is included in “ Part I—Item 1. Business—Regulation as a Business Development Company—Code of Ethics ” of this Form 10-K. ITEM 11. EXECUTIVE COMPENSATION Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2021 annual meeting of stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2021 annual meeting of stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2021 annual meeting of stockholders. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2021 annual meeting of stockholders. 90 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents Filed as Part of this Report The following is a list of our financial statements included in this Annual Report on Form 10-K set forth in Part II—Item 8.: Kayne Anderson BDC, LLC Statement of Assets and Liabilities as of December 31, 2020 Statement of Operations for the year ended December 31, 2020 Statement of Changes in Member’s Capital for the year ended December 31, 2020 Statement of Cash Flows for the year ended December 31, 2020 Notes to the Financial Statements (b) Exhibits The following exhibits are filed as part of this report or hereby incorporated by reference herein to exhibits previously filed with the SEC: 3.1 Certificate of Formation * 3.2 Initial Limited Liability Company Agreement (1) 3.3 Certificate of Conversion (2) 3.4 Certificate of Incorporation (2) 3.5 Bylaws (2) 4.1 Description of Securities * 10.1 Investment Advisory Agreement (1) 10.2 Administration Agreement (1) 10.3 License Agreement (1) 10.4 Indemnification Agreement (1) 10.5 Custody Agreement (1) 10.6 Subscription Agreement (1) 10.7 Loan and Security Agreement, dated as of February 5, 2021, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders (2) 10.8 Credit Agreement, dated February 5, 2021, by and between Kayne Anderson BDC, Inc., as borrower, lenders signatories thereto, and agent and the lead arranger (2) 21.1 Subsidiaries of Kayne Anderson BDC, Inc. * 31.1 Certification of Chief Executive Officer pursuant to Rule 12a-14(a) of the Securities Exchange Act of 1934, as amended * 31.2 Certification of Chief Financial Officer pursuant to Rule 12a-14(a) of the Securities Exchange Act of 1934, as amended * 32.1 Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 202 (18 U.S.C. 1350) * 91 Table of Contents 32.2 Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 202 (18 U.S.C. 1350) * 99.1 Code of Ethics (1) (1) Incorporated by reference from the Company’s Amendment No. 2 to Form 10, as filed with the Securities and Exchange Commission on November 9, 2020. (2) Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 5, 2021. * Filed herewith. Financial Statement Schedules No financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented in the aforementioned financial statements. ITEM 16. FORM 10-K SUMMARY None. 92 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Kayne Anderson BDC, Inc. Dated: February 26, 2021 By: /s/ Michael J. Levitt Michael J. Levitt Chief Executive Officer (Principal Executive Officer) Dated: February 26, 2021 By: /s/ Terry A. Hart Terry A. Hart Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 93