What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-10 compared with 2021-02-26 · 503 added, 398 removed, 24 unchanged (97% of the section changed)

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Until the completion of an

Exchange Listing, if any, our outstanding Shares will be offered and sold in private offerings exempt from registration under the Securities Act under Section 4(a)(2) and Regulation D.

There is no public market for our Shares currently, nor can

we give any assurance that one will develop.

Because Shares are being acquired by investors in one or more transactions not involving a public

offering, they are restricted securities and may be required to be held indefinitely.

Our Shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) our consent is granted, and (ii) the

Shares are registered under applicable securities laws or specifically exempted from registration (in which case the stockholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that

Until the completion of an Exchange Listing,

if any, our outstanding Shares will be offered and sold in private offerings exempt from registration under the Securities Act under Section 4(a)(2)

and Regulation D.

There is no public market for our Shares currently, nor can we give any assurance that one will develop.

Because Shares are being acquired by investors

in one or more transactions “not involving a public offering,”

they are “restricted securities”

and may be required

to be held indefinitely.

Our Shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) our consent

is granted, and (ii) the Shares are registered under applicable securities laws or specifically exempted from registration (in which

case the stockholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that

registration is not required).

Accordingly, an investor must be willing to bear the economic risk of investment in the Shares until we are liquidated.

No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of

the Shares may be made except by registration of the transfer on our books.

Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Shares and to execute such

other instruments or certifications as are reasonably required by us.

Please see Part IIIItem 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for

disclosure regarding the holders.

As of December 31, 2020, Kayne Anderson owned limited liability company interests in the Company of $10,000.

Distribution Policy

We intend to make quarterly

distributions to our stockholders.

We also intend to elect to be taxed as a RIC under Subchapter M of the Code.

To obtain and maintain our RIC tax status, we would have to distribute at least the sum of 90% of our investment company taxable income

(as defined by the Code, which generally includes net ordinary income and net short-term taxable gains), and 90% of our net tax-exempt interest income, if any, to our stockholders in respect of each taxable

year, as well as satisfy other applicable requirements under the Code.

In addition, we generally will be subject to a nondeductible U.S.

federal excise tax equal to 4% of the amount by which our distributions for a calendar year are less than the

98% of our net ordinary income, taking into account certain deferrals and elections, recognized during a calendar

98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the one-year period ending on October 31 of such calendar year;

100% of any undistributed amount by operation of such rule related to a prior calendar year.

For these excise tax purposes, we will be deemed to have distributed any net ordinary taxable income or capital gain net income on

which we have paid U.S.

federal income tax.

Depending on the level of taxable income earned in a calendar year, we may choose to carry forward taxable income for distribution in the following calendar year, and pay any applicable U.S.

federal excise

We cannot assure you that we will achieve results that will permit the payment of any dividends.

See Item 1A.

Risk Factors Risks Relating to Our Business and Structure .

We also intend to distribute net capital gains (that is, net long-term capital gains in excess of net

short-term capital losses), if any, at least annually out of the assets legally available for such distributions.

However, we may decide in the future to retain such net capital gains for investment and elect to treat such gains as deemed

distributions to you.

If this happens, you will be treated for U.S.

federal income tax purposes as if you had received an actual distribution of the net capital gains that we retain and you reinvested the

net after-tax proceeds in us.

In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the

capital gains deemed distributed to you.

We cannot assure you that we will achieve results that will permit us to pay any cash distributions and we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset

coverage ratios stipulated by the 1940 Act.

Distribution Reinvestment Plan

We have adopted an opt-out dividend reinvestment plan that provides for the reinvestment of

dividends and other distributions on behalf of our stockholders unless a stockholder elects to receive cash as provided below.

As a result, if the Board of Directors authorizes, and we declare, a cash distribution, our stockholders who have not

opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in our Shares.

No action would be required on the

part of a registered stockholder to have his or her cash distribution reinvested in our Shares.

A registered stockholder may elect to receive an entire distribution in cash by notifying the plan administrator and our transfer agent and registrar in

writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders.

The plan administrator will set up an account for each stockholder to acquire Shares

in non-certificated form through the plan if such stockholders have not elected to receive their distributions in cash.

Those stockholders who hold Shares through a broker or other financial

intermediary may receive distributions in cash by notifying their broker or other financial intermediary of their election.

We would use primarily newly

issued Shares to implement the dividend reinvestment plan, with such Shares to be issued at NAV.

The number of Shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by

the price per Share on the valuation date for such distribution.

The number of shares to be outstanding after giving effect to payment of a distribution cannot be established until the value per share at which additional Shares will be issued has

been determined and the elections of our stockholders have been tabulated.

There will be no brokerage or other charges to stockholders who participate in

The dividend reinvestment plan administrators fees under the plan will be paid by us.

If a participant elects to sell part or all of his, her or its Shares held by the plan administrator and have the proceeds remitted to the

participant, such request must first be submitted to the participants broker, who will coordinate with the plan administrator and is authorized to deduct a per-share brokerage commission from

the sale proceeds.

Stockholders who receive distributions in the form of Shares are generally subject to the same U.S.

federal, state and local tax

consequences as are stockholders who elect to receive their distributions in cash.

However, since a participating stockholders cash dividends would be reinvested in Shares, such stockholder will not receive cash with which to pay applicable

taxes on reinvested dividends.

A stockholders basis for determining gain or loss upon the sale of Shares received in a distribution from us will generally be equal to the cash that would have been received if the stockholder had received the

distribution in cash, unless we issue new Shares at or above NAV, in which case the stockholders basis in the new Shares will generally be equal to its fair market value.

Any Shares received in a distribution will have a new holding period for

tax purposes commencing on the day following the day on which such Shares are credited to the U.S.

holders account.

The dividend reinvestment plan

will be terminable by us upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any distribution by us.

Sales of Unregistered Securities

In conjunction with our formation, Kayne Anderson purchased limited liability company interests in the Company of $10,000 on December 18, 2018.

limited liability company interests were sold in reliance upon the available exemptions from registration requirements of Section 4(a)(2) of the Securities Act.

Tender Offers

We are targeting an Exchange Listing in

the next three to five years, and until such time, we do not currently intend to list our Shares on any securities exchange and do not expect a public market for them to develop in the foreseeable future.

Therefore, stockholders should not expect to

be able to sell their Shares promptly or at a desired price.

To provide our stockholders with limited liquidity, in the future we may, in the sole discretion of our Board of Directors, conduct tender offers from time to time pursuant to a share

repurchase program pursuant to which we will periodically make tender offers to purchase a percentage of our then outstanding Shares.

Our tenders for Shares, if any, would be conducted on such terms as may be determined by our Board of Directors and

in accordance with the requirements of applicable law, including Section

23(c) of the 1940 Act and Regulation M under the Exchange Act.

SELECTED FINANCIAL DATA

The selected financial data should be read in conjunction with the respective financial statements and related notes thereto and

Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations included in this report.

Financial information for the year ended December 31, 2020 has been derived

from our audited financial statements, which are included elsewhere in this Annual Report on Form 10-K.

Statement of Operations Data:

Total expenses

Net decrease in net assets resulting from operations

Statement of Assets and Liabilities Data:

Total liabilities

Total net assets

Total return (1)

N/Mcalculations are not meaningful since we are in the development state and have not yet commenced

investment operations as of December 31, 2020.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Anderson BDC, LLC was formed in May 2018 as a Delaware limited liability company.

We were formed to make investments in middle-market companies and commenced operations on February 5, 2021.

On this same date, prior to our election to be

regulated as a BDC under the 1940 Act, we completed a conversion from a Delaware limited liability company into a Delaware corporation and Kayne Anderson BDC, Inc.

succeeded to the business of Kayne Anderson BDC, LLC.

We are an externally managed, closed-end, non-diversified management investment company that elected to be regulated as a BDC under the 1940 Act.

Accordingly, an investor must be willing to bear the economic risk of investment in the Shares until we

are liquidated.

No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Shares may be made

except by registration of the transfer on our books.

Each transferee will be required to execute an instrument agreeing to be bound by

these restrictions and the other restrictions imposed on the Shares and to execute such other instruments or certifications as are reasonably

required by us.

see “Part III—Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”

for disclosure regarding the holders.

As of March 4, 2022, we had 258 holders of

record of our common stock.

Distributions

The following table reflects the distributions declared and payable

for the year ended December 31, 2021 (dollars in thousands, except per share amounts).

Date Declared

April 23, 2021

April 20, 2021

July 14, 2021

July 20, 2021

July 27, 2021

October 18, 2021

October 22, 2021

November 2, 2021

December 2, 2021

December 29, 2021

January 18, 2022

Dividend Reinvestment Plan

The following table summarizes the amounts received and shares of common

stock issued to shareholders pursuant to our dividend reinvestment plan during the year ended December 31, 2021 (dollars in thousands,

except per share amounts).

Dividend record date

Dividend payment date

April 20, 2021

July 20, 2021

July 27, 2021

October 22, 2021

November 2, 2021

For the dividend declared on December 2, 2021 and paid on January 18,

2022, there were 55,590 shares issued with a DRIP value of $902.

These shares are excluded from the table above, as the DRIP shares were

issued after December 31, 2021.

All of the dividends declared during the year ended December 31, 2021

were derived from ordinary income, determined on a tax basis.

Recent Sales of Unregistered Securities

As set forth in the table below (dollars in

thousands, except per share amounts), during the year ended December 31, 2021, we issued and sold 19,132,622 shares of common stock at

an aggregate offering amount of approximately $299.5 million.

The issuance of the shares of common stock was exempt from the registration

requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof and previously reported by us

on our current reports on Form 8-K.

Common stock issue date

shares issued

February 5, 2021

April 23, 2021

July 23, 2021

October 28, 2021

December 2, 2021

Total common stock issued

The selected financial data previously required

by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No.

33-10890, Management's Discussion and Analysis, Selected

Financial Data, and Supplementary Financial Information.

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should

be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere

in this Annual Report on Form 10-K.

Overview and Investment Framework

Kayne Anderson BDC, LLC was formed in May

2018 as a Delaware limited liability company.

We were formed to make investments in middle-market companies and commenced operations

on February 5, 2021.

On this same date, prior to our election to be regulated as a BDC under the 1940 Act, we completed a conversion

from a Delaware limited liability company into a Delaware corporation and Kayne Anderson BDC, Inc.

succeeded to the business of Kayne

Anderson BDC, LLC.

We are an externally managed, closed-end, non-diversified management investment company that has elected

to be regulated as a BDC under the 1940 Act.

In addition, for U.S.

federal income tax purposes, we

intend to elect to be treated as a RIC under Subchapter M of the Code.

Our investment objective is to generate current income and, to a lesser extent,

capital appreciation primarily through debt investments in middle-market companies.

We define middle-market companies as U.S.-based companies that, in general, generate between $10 million and $150 million of annual earnings

federal income tax purposes, we intend to qualify, annually, as a

RIC under Subchapter M of the Code.

We are managed by KA Credit Advisors, LLC

(the “Advisor”) which is an indirect subsidiary of Kayne Anderson Capital Advisors, L.P.

(“KACALP”

or “Kayne

Anderson”).

The Advisor is registered with the Securities and Exchange Commission (“SEC”) as an investment advisor

under the Investment Advisory Act of 1940.

Subject to the overall supervision of the Company’s board of directors (the “Board”),

the Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential

investments, analyzing investment opportunities, negotiating and structuring investments and monitoring its investments and portfolio

companies on an ongoing basis.

The Board consists of five directors, three of whom are independent.

Our investment objective is to generate current

income and, to a lesser extent, capital appreciation primarily through debt investments in middle-market companies.

We define “middle-market

companies”

as U.S.-based companies that, in general, generate between $10 million and $150 million of annual earnings

before interest, taxes, depreciation and amortization, or EBITDA.

We refer to companies that generate between $10 million and $50 million of annual EBITDA as core middle-market companies and companies that generate between

$50 million and $150 million of annual EBITDA as upper middle-market companies.

We intend to achieve our investment objective by

investing primarily in first lien senior secured, unitranche and split-lien loans to privately held middle-market companies.

Depending on market conditions, we expect that between 80% and 90% of our portfolio (including investments purchased with

proceeds from borrowings) will be invested in first lien senior secured, unitranche and split-lien term loans.

We expect that most of these investments will be in core middle market companies, with the remainder in upper middle market companies.

remaining 10% to 20% of our portfolio will be invested in higher-yielding investments, including, but not limited to, second lien loans, last-out or subordinated

loans, non-investment grade broadly syndicated first and second lien loans (commonly referred to as leveraged loans), high-yield bonds, structured products (including CLO liabilities),

real estate related debt securities, equity securities purchased in conjunction with debt investments and other opportunistic investments (collectively Opportunistic Middle Market Investments).

Our Advisor is an affiliate of Kayne Anderson.

We intend to implement our investment objective by (1) accessing the established loan sourcing channels

developed by Kayne Anderson, which includes an extensive network of private equity firms, other middle-market lenders, financial advisors and intermediaries, and experienced management teams, (2) selecting investments within our middle-market

company focus, (3) implementing Kayne Andersons middle market private credit teams disciplined underwriting process, which includes reviewing environmental, social and governance (ESG) considerations, and

(4) drawing upon the experience and resources of our Advisors investment team and the broader Kayne Anderson network.

We expect to conduct

private offerings of our Shares to investors in reliance on exemptions from the registration requirements of the Securities Act.

At the closing of any private offering, each investor will make a Capital Commitment to purchase Shares pursuant to a

Subscription Agreement entered into with us.

Investors will be required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitments each time we deliver a notice to the investors.

Following the Initial Closing and

prior to any Liquidity Event, our Advisor may, in its sole discretion permit one or more additional closings of the private offering.

See Part 1Item 1.

BusinessThe Private Offering .

As of December 31, 2020, we had not yet commenced operations.

We refer to companies that generate between $10 million and $50 million

of annual EBITDA as “core middle-market companies”

and companies that generate between $50 million and $150 million

of annual EBITDA as “upper middle-market companies.”

We intend to achieve our investment objective

by investing primarily in first lien senior secured, unitranche and split-lien loans (collectively, “secured middle market loans”)

to privately held middle-market companies.

Similar to first lien senior secured loans, unitranche loans typically have a first lien on

all assets of the borrower, but provide leverage at levels similar to a combination of first lien and second lien and/or subordinated

Split-lien loans are loans that otherwise satisfy the criteria of a first lien loan but which have been structured with a credit

facility that is senior in right of payment with respect to working capital assets of the borrower and a term loan that is collateralized

by all other assets of the borrower.

Depending on market conditions, we expect that at least 90% of our portfolio (including investments

purchased with proceeds from borrowings) will be invested in secured middle market loans.

It is anticipated that most of these investments

will be in core middle market companies, with the remainder in upper middle market companies.

The remaining 10% of our portfolio may be

invested in higher-returning investments, including, but not limited to, equity securities purchased in conjunction with secured middle

market loans and other opportunistic investments (collectively “Opportunistic Investments”), including junior debt, real estate

debt and infrastructure credit investments.

We expect that the secured middle market loans we invest in will generally have stated maturities

of no more than six years.

We intend to implement our investment objective

by (1) accessing the established loan sourcing channels developed by Kayne Anderson’s middle market private credit team, which

includes an extensive network of private equity firms, other middle-market lenders, financial advisors and intermediaries, and management

teams, (2) selecting investments within our middle-market company focus, (3) implementing Kayne Anderson’s middle market

private credit team’s proven underwriting process, and (4) drawing upon the experience and resources of our Advisor’s

investment team and the broader Kayne Anderson network.

We believe our Advisor’s disciplined approach to origination,

credit analysis, portfolio construction and risk management should allow us to achieve attractive risk-adjusted returns while preserving

investor capital.

We anticipate the portfolio will be comprised of a broad mix of loans, with diversity among investment size, industry

focus and geography.

The Advisor’s team of professionals will conduct in-depth due diligence on prospective investments during the

underwriting process and will be heavily involved in structuring the credit terms of each investment.

Once an investment has been made,

our Advisor will closely monitor portfolio investments and take a proactive approach identifying and addressing sector or company specific

The Advisor maintains a regular dialogue with portfolio company management teams (as well as their financial sponsors, where applicable),

reviews detailed operating and financial results on a regular basis (typically monthly or quarterly) and monitors current and projected

liquidity needs, in addition to other portfolio management activities.

Recent Developments

On January 25, 2021, we entered

into subscription agreements with investors for an aggregate capital commitment of $154.3 million to purchase shares of our Common Stock.

On February 5, 2021, we sold 5.7 million shares of our Common Stock to these investors for an

aggregate offering price of $85.0 million.

On the same date, prior to our election to be regulated as a BDC under the 1940 Act, we used a portion of

the proceeds from the sale of Common Stock together with borrowings under our credit facility to purchase our initial portfolio of investments for $103.0 million from the Warehousing Entity.

The initial portfolio purchased from the Warehouse Entity consisted of 18 loans, with an average outstanding balance of $5.9 million, an average purchase

price of 97.4% of principal value and an average yield on that date of 8.8%.

None of these loans in the initial portfolio were in default or non-accrual status.

Information about the initial portfolio is not

intended to indicate our expected investment return on the initial portfolio or the investment performance of our shares of common stock.

All of the loans are senior secured and the borrowers are middle and upper middle market companies.

purchase of the initial portfolio was completed before we elected to be treated as a business development company under the 1940 Act.

This initial acquisition and all related transactions are referred to as the Formation Transactions.

On January 24, 2022, we sold 4.2 million shares

of common stock at a price of $16.36 per share for an aggregate offering amount of $68.6 million.

As of the same date, we have subscription

agreements with investors for an aggregate capital commitment of $701.5 million (including a $33.3 million capital commitment that is

contingent on the Company meeting certain conditions) to purchase shares of common stock ($333.4 million of the commitments are undrawn).

On January 31, 2022, we increased our Subscription

Credit Agreement commitment amount from $150 million to $175 million.

All other terms of the Subscription Credit Agreement remain substantially

On February 18, 2022, we and KABDCF refinanced

the senior secured credit facility (the “Loan and Security Agreement”

or “LSA”) with two new credit facilities

the Corporate Credit Facility and the Revolving Funding Facility.

Financial Condition, Liquidity and Capital Resources

Credit Facilities .”

Portfolio and Investment Activity

December 31, 2020, we have not commenced operations and thus do not have portfolio and investment activities.

See Recent Developments .

Results of Operations for the Year Ended December 31, 2020

Investment income for the year ended

December 31, 2020 was zero as we have not yet commenced investment operations as of this date.

See Recent Developments .

Operating Expenses

As of December 31, 2021, we had 99 debt investments and one equity

investment in 47 portfolio companies with an aggregate fair value of approximately $578.4 million and an amortized cost of $566.6 million

consisting of first lien senior secured debt and equity investments.

Listed below are our top ten portfolio companies and industries represented

as a percentage of total long-term investments as of December 31, 2021:

Portfolio Company

($ in millions)

4 Over International, LLC

Commercial & professional services

Corbett Technology Solutions, Inc.

Telecommunication services

American Equipment Holdings LLC

Commercial & professional services

Eastern Wholesale Fence

Capital goods

Centerline Communications, LLC

Telecommunication services

Arborworks Acquisition LLC

Commercial & professional services

Home Brands Group Holdings, Inc.

Household & personal products

Images Acquisition, LLC

Capital goods

CGI Automated Manufacturing, LLC

Capital goods

As of December 31, 2021, our weighted average

total yield to maturity of debt and income producing securities at fair value was 7.5%, and our weighted average total yield to

maturity of debt and income producing securities at amortized cost was 7.7%.

Our investment activity for the year ended December 31, 2021 is presented

below (information presented herein is at par value unless otherwise indicated).

For the year ended

December 31, 2020

Administrative and marketing costs

Organizational costs

($ in millions)

New investments:

Gross investments

sold investments

Total new investments

Principal amount of investments funded:

Private credit investments

Liquid credit investments

Total principal amount of investments funded

Principal amount of investments sold:

Private credit investments

Liquid credit investments

Total principal amount of investments sold or repaid

Number of new investment commitments

Average new investment commitment amount

Weighted average maturity for new investment commitments

Percentage of new debt investment commitments at floating rates

Percentage of new debt investment commitments at fixed rates

Weighted average interest rate of new investment commitments

Weighted average spread over LIBOR of new floating rate investment commitments

Weighted average interest rate on investment sold or paid down

The table below describes long-term investments

by industry composition based on fair value as of December 31, 2021:

Commercial & professional services

Capital goods

Consumer durables & apparel

Telecommunication services

Health care equipment & services

Household & personal products

Automobiles & components

Food & beverage

Software & services

Pharmaceuticals, biotech & life sciences

Diversified financials

Results of Operations

We commenced investment operations on February 5, 2021.

ended December 31, 2021, our total investment income was derived from our initial portfolio of investments.

All investments were income

producing, and there were no loans on non-accrual status as of December 31, 2021.

The following table represents the operating

results for the years ended December 31, 2021 and 2020:

For the years ended

($ in millions)

Total investment income

Net investment income

Net realized gains (losses) on investments

Net change in unrealized gains (losses) on investments

Net increase (decrease) in net assets resulting

from operations

Investment Income

Investment income for the year ended December

31, 2021 totaled $18.8 million and consisted primarily of interest income on our debt investments.

We commenced investment operations on

February 5, 2021.

Operating expenses for the years ended December 31, 2021 and 2020, were as follows:

For the years ended

($ in millions)

Interest and debt financing expenses

Management fees

Other operating expenses

Directors fees

Initial organization costs

Deferred offering costs

Incentive fees

Total expenses

For the year ended December 31, 2020, we incurred organizational costs of $782,426 related to our formation and

organization.

We anticipate formation costs to decrease in relation to our income as we move further away from the date of inception, February 5, 2021.

Financial Condition, Liquidity and Capital Resources

intend to generate cash primarily from the net proceeds of any offering of our Shares and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments.

Our primary use of cash

will be investments in portfolio companies, payments of our expenses and payment of cash distributions to our stockholders.

We may issue multiple classes

of indebtedness and one class of stock senior to our Shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance.

As defined in the 1940 Act, asset coverage of 150% means that for every

$100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities.

We currently intend to target asset coverage of 200% to 180% (which equates to

a debt-to-equity ratio of 1.0x to 1.25x) but may alter this target based on market conditions.

As of December 31, 2020, we had cash and cash equivalents of $10,000.

No cash was used in operating activities for the year ended December 31, 2020

as we had not yet commenced operations.

On February 5, 2021, Kayne Anderson BDC Financing, LLC (KABDCF), our newly-formed,

wholly-owned, special purposes financing subsidiary, entered into a Loan and Security Agreement (the LSA) with certain lenders party thereto, administrative agent, and our Advisor as collateral manager.

The maximum commitment of the LSA

is up to $150 million, and, subject to certain conditions, may be increased by $50 million up to two times not to exceed $250 million.

Advances under the facility bear an interest rate of LIBOR plus 4.25% (subject to a 1.00% LIBOR

The facility has a term of three years.

On February 5, 2021, we entered into a credit agreement (the Credit Agreement) with

certain lenders party thereto.

The Credit Agreement is comprised of two sub-facilities:

(i) a $25.0 million capital call facility (the Subscription Facility) and (ii) a

$50.0 million treasury facility (the Treasury Facility).

The interest rate under the Subscription Facility will be equal to LIBOR plus 1.90% (subject to a 0.35% LIBOR floor) and the interest rate under the Treasury Facility will be

equal to LIBOR plus 0.20% (with no LIBOR floor).

The Subscription Facility will expire on December 31, 2022, and the Treasury Facility will expire on September 30, 2021.

As of February 19, 2021, we had cash and cash equivalents of $7.4 million and $35.0 million borrowed under the LSA.

We had no borrowings under our Treasury

Facility or Subscription Facility under the Credit Agreement.

Critical Accounting Policies

This discussion of our expected operating plans is based upon our expected financial statements, which will be prepared in accordance with GAAP.

preparation of these financial statements will require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

Changes in the economic environment, financial markets and any

other parameters used in determining such estimates could cause actual results to differ.

In addition to the discussion below, we will describe our critical accounting policies in the notes to our future financial statements.

Total expenses for the years ended December 31, 2021 and 2020 included

$0.2 million and $0.8 million of initial organization expenses, respectively, and $0.2 million and zero of deferred offering costs, respectively.

Net Unrealized Gains (Losses) on Investments

We fair value our portfolio investments quarterly and any changes in

fair value are recorded as unrealized gains or losses.

We commenced investment operations on February 5, 2021.

As such, there are no unrealized

gains or losses for the year ended December 31, 2020.

During the year ended December 31, 2021, net unrealized gains (losses) on our investment

portfolio were comprised of the following:

For the year ended

($ in millions)

Unrealized gains on investments

Unrealized (losses) on investments

Net change in unrealized gains (losses) on investments

The change in unrealized appreciation for

the year ended December 31, 2021 totaled $11.8 million, which primarily related to our investments in the following table:

For the year ended

($ in millions)

Portfolio Company

Eastern Wholesale Fence

4 Over International, LLC

Corbett Technology Solutions, Inc.

Arborworks Acquisition LLC

American Equipment Holdings LLC

Curio Brands, LLC

EIS Legacy, LLC

CGI Automated Manufacturing, LLC

Centerline Communications, LLC

Home Brands Group Holdings, Inc.

SGA Dental Partners Holdings, LLC

Guardian Dentistry Partners

Sundance Holdings Group, LLC

PH Beauty Holdings III, Inc.

Siegel Egg Co., LLC

Vehicle Accessories, Inc.

BCI Burke Holding Corp.

Broder Bros., Co.

United Safety & Survivability Corporation (USSC)

Other portfolio companies

Total Unrealized Appreciation

Financial Condition, Liquidity and Capital

Our liquidity and capital resources are generated

primarily from the net proceeds of any offering of our Shares, proceeds from borrowing on our credit facilities and from cash flows from

interest and fees earned from our investments and principal repayments and proceeds from sales of our investments.

Our primary use of

cash will be investments in portfolio companies, payments of our expenses, repayments of borrowed amounts and payment of cash distributions

to our stockholders.

In accordance with the 1940 Act, we are required

to meet a coverage ratio of total assets (less total liabilities other than indebtedness or other senior securities) to total indebtedness

and other senior securities of at least 150%.

If this ratio declines below 150%, we cannot incur additional leverage and could be required

to sell a portion of our investments to repay some leverage when it is disadvantageous to do so.

As of December 31, 2021, our asset coverage

ratio was 217%.

We currently intend to target asset coverage of 200% to 180% (which equates to a debt-to-equity ratio of

1.0x to 1.25x) but may alter this target based on market conditions.

Over the next twelve months, we expect that cash and cash equivalents,

taken together with our undrawn capital commitments and available capacity under our credit facilities, will be sufficient for our investing

activities to conduct our operations.

In the long term beyond twelve months, we expect that our cash and liquidity needs will continue

to be met by cash generated from our ongoing operations as well as financing activities.

As of December 31, 2021, we had $267 million

borrowed under our credit facilities and cash and cash equivalents of $5.7 million (including short-term investments).

As of March 4,

2022, we had $235 million borrowed under our credit facilities and cash and cash equivalents of $4.5 million (including short-term investments).

Capital Contributions

As of March 4, 2022, we had aggregate capital

commitments of $701.5 million (including a $33.3 million capital commitment that is contingent on us meeting certain conditions).

March 4, 2022, we had undrawn capital commitments (excluding the $33.3 million capital commitment that is contingent on us meeting certain

conditions) of $300.1 million from investors ($368.1 million or 55.1% funded).

Credit Facilities

From February 5, 2021 to February 17, 2022,

Kayne Anderson BDC Financing, LLC, (“KABDCF”), our wholly owned, special purpose financing subsidiary, had a senior secured

credit facility (the “Loan and Security Agreement”

or “LSA”) with a maximum commitment amount of up to $200 million.

On February 18, 2022, we and KABDCF refinanced the LSA with two new credit facilities described below (the Corporate Credit Facility and

the Revolving Funding Facility).

Corporate Credit Facility:

to a senior secured revolving credit facility (the “Corporate Credit Facility”), that has a total commitment of $275 million.

The facility’s commitment termination date and the final maturity date are February 18, 2026 and February 18, 2027, respectively.

The Corporate Credit Facility also provides for a feature that allows us, under certain circumstances, to increase the overall size of

the Corporate Credit Facility to a maximum of $550 million.

The interest rate on the Corporate Credit Facility is equal to Term SOFR plus

an applicable spread of 2.35% per annum (which includes a SOFR adjustment spread of 0.10%) or an “alternate base rate”

defined in the agreements governing the Corporate Credit Facility) plus an applicable spread of 1.25%.

We are also required to pay a commitment

fee of 0.375% per annum on any unused portion of the Corporate Credit Facility.

Revolving Funding Facility:

We and our wholly owned, special

purpose financing subsidiary, KABDCF, are party to a senior secured revolving funding facility (the “Revolving Funding Facility”),

that has a total commitment of $250 million.

The Revolving Funding Facility is secured by all of the assets held by, and the membership

interest in, KABDCF.

The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility are February 18,

2025 and February 18, 2027, respectively.

The interest rate on the Revolving Funding Facility is equal to daily SOFR plus 2.35% per annum.

KABDCF is also required to pay a commitment fee of between 0.50% and 1.50% per annum depending on the size of the unused portion of the

Revolving Funding Facility.

Subscription Credit Agreement:

party to a senior secured revolving credit agreement that includes a capital call facility (the “Subscription Credit Agreement”).

The Subscription Credit Agreement permits us to borrow up to $175 million, subject to availability under the borrowing base which

is calculated based on the unused capital commitments of the investors meeting various eligibility requirements.

The Subscription Credit

Agreement has a maximum commitment of $175 million and the interest rate under the facility is equal to Term SOFR plus 1.975% (subject

to a 0.275% floor).

We are also required to pay a commitment fee of 0.25% per annum on the unused portion of the Subscription Credit Agreement.

The Subscription Credit Agreement will expire on December 31, 2022.

Contractual Obligations

A summary of our significant contractual principal

payment obligations related to the repayment of our outstanding indebtedness at December 31, 2021 is as follows:

Payments Due by Period ($ in millions)

Loan and Security Agreement (LSA)

Subscription Credit Agreement

Total contractual obligations

Off-Balance Sheet Arrangements

As of December 31, 2021, we had an aggregate

$97.8 million of unfunded commitments to provide debt financing to our portfolio companies.

Such commitments are generally subject to

the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of

the amount recognized in our financial statements.

Other than contractual commitments and other legal contingencies incurred in the normal

course of our business, we do not have any other off-balance sheet financings or liabilities.

Critical Accounting Estimates

The preparation of our consolidated financial

statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses.

Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual

results to differ.

Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described

The critical accounting policies should be read in conjunction with our risk factors in this Annual Report.

See Note 2 to

our consolidated financial statements for the year ended December 31, 2021, for more information on our critical accounting policies.

Investment Valuation

We will conduct the

valuation of our investments consistent with GAAP and the 1940 Act.

Our investments will be valued no less frequently than quarterly, in accordance with the terms of Topic 820 of the Financial Accounting Standards Boards Accounting Standards

Codification, Fair Value Measurement and Disclosures (ASC 820).

ASC 820 defines fair value as the price

that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, not an entity-specific measurement.

assets and liabilities, observable market transactions or market information might be available.

For other assets and liabilities, observable market transactions and market information might not be available.

However, the objective of a fair value

measurement in both cases is the same to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is,

an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

ASC 820 establishes a

hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value.

The observability of inputs is impacted by a number of factors, including the type of financial instruments and their

specific characteristics.

Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree

of judgment applied in determining fair value.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.

Level 1Valuations based on quoted unadjusted prices for identical instruments in active markets traded on a national exchange to which the

Company has access at the date of measurement.

Level 2Valuations based on quoted prices for similar instruments in active markets;

prices for identical or similar instruments in markets that are not active;

and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 2 inputs are those in markets for

which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

Level 3 Model derived valuations in which one or more significant inputs or significant value drivers are unobservable.

Unobservable inputs are

those inputs that reflect the Companys own assumptions that market participants would use to price the asset or liability based on the best available information.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

In such cases, the determination of which

category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement.

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.

Traded Investments (Level 1 or

Investments for which market quotations are readily available will typically be valued at those market quotations.

investments such as corporate bonds, preferred stock, bank notes, loans or loan participations are valued by using the bid price provided by an independent pricing service, by an independent broker, the agent bank, syndicate bank or principal market

When price quotes for investments are not available, or such prices are stale or do not represent fair value in the judgment of our Advisor, fair market value will be determined using our valuation process for investments that are privately

issued or otherwise restricted as to resale.

We may also invest, to a lesser extent, in equity securities purchased in conjunction with debt investments.

While we anticipate these equity securities to be issued by privately held companies, we may hold equity securities that are publicly traded.

Equity securities listed on any exchange other than the NASDAQ Stock Market, Inc.

(NASDAQ) are

valued, except as indicated below, at the last sale price on the business day as of which such value is being determined.

If there has been no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on such day.

Traded Investments

(Level 1 or Level 2)

Investments for which market quotations are

readily available will typically be valued at those market quotations.

Traded investments such as corporate bonds, preferred stock, bank

notes, loans or loan participations are valued by using the bid price provided by an independent pricing service, by an independent broker,

the agent bank, syndicate bank or principal market maker.

When price quotes for investments are not available, or such prices are stale

or do not represent fair value in the judgment of our Advisor, fair market value will be determined using our valuation process for investments

that are privately issued or otherwise restricted as to resale.

We may also invest, to a lesser extent, in

equity securities purchased in conjunction with debt investments.

While we anticipate these equity securities to be issued by privately

held companies, we may hold equity securities that are publicly traded.

Equity securities listed on any exchange other than the NASDAQ

Stock Market, Inc.

(“NASDAQ”) are valued, except as indicated below, at the last sale price on the business day as of which

such value is being determined.

If there has been no sale on such day, the securities are valued at the mean of the most recent bid and

ask prices on such day.

Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing price.

Equity securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being

determined at the close of the exchange representing the principal market for such securities.

Equity securities traded in the over-the-counter market, but excluding

securities admitted to trading on the NASDAQ, are valued at the closing bid prices.

Equity securities

traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined

at the close of the exchange representing the principal market for such securities.

Equity securities traded in the over-the-counter market,

but excluding securities admitted to trading on the NASDAQ, are valued at the closing bid prices.

Non-Traded Investments

Investments that are privately issued or otherwise restricted as to resale, as well as any security for which (a) reliable market

quotations are not available in the judgment of our Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment of our Advisor is stale or does not represent fair value,

shall each be valued in a manner that most fairly reflects fair value of the security on the valuation date.

We expect that a significant majority of our investment will be Level 3 investments.

Unless otherwise determined by the Board, the

following valuation process is used for our Level 3 investments:

Investments that are privately issued or

otherwise restricted as to resale, as well as any security for which (a) reliable market quotations are not available in the judgment

of our Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in

the judgment of our Advisor is stale or does not represent fair value, shall each be valued in a manner that most fairly reflects fair

value of the security on the valuation date.

We expect that a significant majority of our investments will be Level 3 investments.

Unless otherwise determined by the Board, the following valuation process is used for our Level 3 investments:

Investment Team Valuation .

The applicable investments are valued by senior professionals of Kayne Anderson

who are responsible for the portfolio investments.

The value of each portfolio company or investment will be initially reviewed by the investment professionals responsible for such portfolio company or investment and, for non-traded investments (i.e., illiquid securities/instruments), a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs

will be used to determine a preliminary value.

The investments will be valued no less frequently than quarterly, with new investments valued at the time such investment was made.

The applicable

investments are valued by senior professionals of Kayne Anderson who are responsible for the portfolio investments.

each portfolio company or investment will be initially reviewed by the investment professionals responsible for such portfolio company

or investment and, for non-traded investments (i.e., illiquid securities/instruments), a standardized template designed

to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs will be used

to determine a preliminary value.

The investments will be valued no less frequently than quarterly, with new investments valued at

the time such investment was made.

Investment Team Valuation Documentation .

Preliminary valuation conclusions will be determined by our

executive officers.

Such valuation and supporting documentation is submitted to the Audit Committee (a committee of our Board) and our Board on a quarterly basis.

valuation conclusions will be determined by our executive officers.

Such valuation and supporting documentation is submitted to the

Audit Committee (a committee of our Board) and our Board on a quarterly basis.

Audit Committee .

The Audit Committee meets to consider the valuations submitted by our executive officers

at the end of each quarter.

Between meetings of the Audit Committee, our executive officers are authorized to make valuation determinations.

All valuation determinations of the Audit Committee are subject to ratification by our Board at its next

regular meeting.

The Audit Committee meets

to consider the valuations submitted by our executive officers at the end of each quarter.

Between meetings of the Audit Committee,

our executive officers are authorized to make valuation determinations.

All valuation determinations of the Audit Committee are subject

to ratification by our Board at its next regular meeting.

Valuation Firm .

Quarterly, a third-party valuation firm engaged by our Board reviews the valuation

methodologies and calculations employed for each of our investments that we have placed on the watch list and approximately 25% of our remaining investments.

The third-party valuation firm will review all of the Level 3 investments

at least once per year, on a rolling twelve-month basis.

We expect the quarterly report issued by the third-party valuation firm will assist the Board in determining the fair values of the investments reviewed.

Quarterly, third-party valuation

firms engaged by our Board review the valuation methodologies and calculations employed for each of our investments that we have

placed on the “watch list”

and approximately 25% of our remaining investments.

These third-party valuation firms will

review all of the Level 3 investments at least once per year, on a rolling twelve-month basis.

We expect the quarterly report

issued by these third-party valuation firms will assist the Board in determining the fair values of the investments reviewed.

Board Determination .

Our Board meets quarterly to consider the valuations provided by our executive

officers and the Audit Committee and ratify valuations for the applicable investments.

Our Board considers the report provided by the third-party valuation firm in reviewing and determining in good faith the fair value of the applicable portfolio

Valuation Techniques

Non-traded debt investments are typically valued using an enterprise value analysis and/or a market interest rate yield

The enterprise value analysis is performed to determine if a debt investment is credit impaired.

If the debt investment is credit impaired, we will use the enterprise value analysis or a liquidation basis analysis to determine fair value.

For debt investments that are not determined to be credit impaired, we use a market interest rate yield analysis to determine fair value.

We utilize the

following valuation methodologies to determine the estimated enterprise value of the company:

(i) analysis of valuations of publicly traded companies in a similar line of business (public company analysis), (ii) analysis of

valuations of M&A transaction valuations for companies in a similar line of business (precedent transaction analysis), (iii) discounted cash flows (DCF analysis) and (iv) other valuation methodologies.

To determine the estimated market interest rate yield for our debt investments, we analyze changes in the risk/reward (measured by yields and leverage) of

middle market indices as compared to changes in risk/reward for the underlying investment.

In this context, the fair market value of the investment is impacted by the structure and pricing of the security relative to current capital market

conditions for similar investments in similar businesses.

In doing this, we consider data sources including, but not limited to:

(i) industry publications, such as S&P Globals High-End Middle

Market Lending Review;

Thomson Reuters Refinitiv Middle Market Monthly Stats;

Pitchbook News;

The Lead Left, and other data sources;

(ii) comparable investments reviewed or completed by affiliates of the Advisor, and

(iii) information obtained and provided by the Advisors independent valuation managers.

In determining the

non-traded debt investment valuations, the following factors are considered, where relevant:

the nature and realizable value of any collateral;

the companys ability to make interest payments,

amortization payments (if any) and other fixed charges;

call features, put features and other relevant terms of the debt security;

the companys historical and projected financial results;

the markets in which the company does business;

in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be valued;

and other relevant factors.

Equity investments in private companies are typically valued using one of or a combination of the following valuation techniques:

(i) public company

analysis, (ii) precedent transaction analysis and (iii) DCF analysis.

Under all of these valuation techniques, we estimate operating results of the companies in which we invest,

including earnings before interest expense, income tax expense, depreciation and amortization (EBITDA) and free cash flow.

These estimates utilize unobservable inputs such as historical operating results, which may be unaudited, and

projected operating results, which will be based on operating assumptions for such company.

Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag

in information.

These estimates will be sensitive to changes in assumptions specific to such company as well as general assumptions for the industry.

Other unobservable inputs utilized in the valuation techniques outlined above include:

for lack of marketability, selection of publicly traded companies, selection of similar precedent transactions, selected ranges for valuation multiples and expected required rates of return (discount rates).

Our Board meets quarterly

to consider the valuations provided by our executive officers and the Audit Committee and ratify valuations for the applicable investments.

Our Board considers the report provided by the third-party valuation firms in reviewing and determining in good faith the fair value

of the applicable portfolio investments.

The Board of Directors is ultimately responsible

for the determination, in good faith, of the fair value of our portfolio investments.

Refer to Note 5 –

Fair Value –

for more information on

the Company’s valuation process.

Revenue Recognition

We record interest income on

an accrual basis to the extent that we expect to collect such amounts.

For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK

interest for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible.

We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our

ability to collect such interest.

OIDs, market discounts or premiums are accreted or amortized using the effective interest method as interest income.

We record prepayment premiums on loans and debt securities as interest income.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We will measure net realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the

investment, without regard to unrealized appreciation or depreciation previously recognized.

Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any

reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Other income may include income such as consent, waiver, amendment, unused, syndication and prepayment fees associated with our investment activities as well

as any fees for managerial assistance services rendered by us to the portfolio companies.

Such fees are recognized as income when earned or the services are rendered.

We may receive fees for guaranteeing the outstanding debt of a portfolio company.

Such fees are amortized into other income over the life of the guarantee.

We may have investments in our portfolio that contain a PIK interest provision.

Any PIK interest will be added to the principal balance of such investments and

is recorded as income, if the portfolio company valuation indicates that such PIK interest is collectible.

In order to maintain our status as a RIC, substantially all of this income must be included in the amounts paid out by us to stockholders in

the form of dividends, even if we have not collected any cash.

Organization and Offering Expenses

In general, we may not deduct organizational expenses, and an election may be made by us to amortize organizational expenses over at least a 180-month period for tax purposes.

For GAAP purposes, offering costs are amortized over a twelve-month period beginning with the commencement of operations.

Federal Income Taxes

We intend to elect to be taxed as a RIC under Subchapter M of the Code.

As a RIC, we generally will not have to pay corporate-level federal income taxes on any

net ordinary income or net capital gains that we distribute to our stockholders from our tax earnings and profits.

To obtain and maintain our RIC tax treatment, we must meet certain

source-of-income and asset diversification requirements as well as distribute at least the sum of 90% of our investment company taxable income in respect of each taxable

year, and 90% of our net tax-exempt interest income, if any, to the holders of our Shares.

See Item 1.

BusinessMaterial U.S.

Federal Income Tax Considerations .

Contractual Obligations

As of December 31, 2020, we

were not a party to any contractual obligations as we had not yet begun operations.

See Recent Developments for discussion of our LSA and Credit Agreement that we entered into subsequent to December 31, 2020.

We record interest income on an accrual basis

to the extent that we expect to collect such amounts.

For loans and debt securities with contractual PIK interest, which represents contractual

interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if the portfolio

company valuation indicates that such PIK interest is not collectible.

We do not accrue as a receivable interest on loans and debt securities

for accounting purposes if we have reason to doubt our ability to collect such interest.

OIDs, market discounts or premiums are accreted

or amortized using the effective interest method as interest income.

We record prepayment premiums on loans and debt securities as interest

Related Party Transactions

The following were entered

into following our Formation Transactions.

Investment Advisory Agreement .

On February 5, 2021, we entered into the Investment Advisory

Agreement with our Advisor.

Our Advisor will agree to serve as our investment advisor in accordance with the terms of our Investment Advisory Agreement.

Payments under our Investment Advisory Agreement in each reporting period will consist of the

base management fee equal to a percentage of the fair market value of investments, including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S.

February 5, 2021, we entered into the Investment Advisory Agreement with our Advisor.

Our Advisor will agree to serve as our investment

advisor in accordance with the terms of our Investment Advisory Agreement.

Payments under our Investment Advisory Agreement in each reporting

period will consist of the base management fee equal to a percentage of the fair market value of investments, including, in each case,

assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S.

government securities and commercial paper

1 unchanged sentence

For services rendered under the Investment

Advisory Agreement, we will pay a base management fee quarterly in arrears to our Advisor based on the of the fair market value of our investments including, in each case, assets purchased with borrowed funds or other forms of leverage, but

excluding cash, U.S.

government securities and commercial paper instruments maturing within one year of purchase.

We will also pay an incentive fee on income and an incentive fee on capital gains to our Advisor.

Prior to an Exchange Listing, any incentive fees earned by the Advisor shall accrue as earned but only become payable in cash to the Advisor upon consummation

of an Exchange Listing.

To the extent the Company does not complete an Exchange Listing, the incentive fees will be payable to the Advisor (a) upon consummation of a sale of the Company or (b) once substantially all proceeds from a Company

Liquidation payable to the Companys common stockholders have been distributed to such stockholders.

Advisory Agreement, we will pay a base management fee quarterly in arrears to our Advisor based on the of the fair market value of our

investments including, in each case, assets purchased with borrowed funds or other forms of leverage, but excluding cash, U.S.

securities and commercial paper instruments maturing within one year of purchase.

We will also pay an incentive fee on income and an

incentive fee on capital gains to our Advisor.

Prior to an Exchange Listing, any incentive

fees earned by the Advisor shall accrue as earned but only become payable in cash to the Advisor upon consummation of an Exchange Listing.

To the extent the Company does not complete an Exchange Listing, the incentive fees will be payable to the Advisor (a) upon consummation

of a sale of the Company or (b) once substantially all proceeds from a Company Liquidation payable to the Company’s common

stockholders have been distributed to such stockholders.

Administration Agreement.

February 5, 2021, we entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations.

The Administrator will be reimbursed for administrative expenses it incurs on our behalf in performing its obligations.

Such reimbursement will be made for our allocable portion

(subject to the review and approval of our independent directors) of office facilities, overhead, and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer)

and their respective staff who provide services to us.

5, 2021, we entered into an Administration Agreement with our Advisor, which serves as our Administrator pursuant to which the Administrator

will furnish us with administrative services necessary to conduct our day-to-day operations.

The Administrator will be reimbursed for

administrative expenses it incurs on our behalf in performing its obligations.

Such reimbursement may be made for our allocable portion

(subject to the review and approval of our independent directors) of office facilities, overhead, and compensation paid to or compensatory

distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and their respective staff

who provide services to us.

As we reimburse the Administrator for its expenses, we will indirectly bear such cost.

The Administrator intends to engage U.S.

Bank Global Fund Services under a

sub-administration agreement to assist the Administrator in performing certain of its administrative duties.

The Administrator may enter into additional

sub-administration agreements with third-parties to perform other administrative and professional services on behalf of the Administrator.

On February 5, 2021, we purchased our initial portfolio of investments for $103.0 million from an

affiliate of our Advisor (the Warehousing Entity) with a portion of the proceeds from the sale of common stock together with borrowings under our credit facility.

The Administrator

Bank Global Fund Services under a sub-administration agreement to assist the Administrator in performing certain of its

administrative duties.

The Administrator may enter into additional sub-administration agreements with third-parties to perform other

administrative and professional services on behalf of the Administrator.

On February 5, 2021, we purchased our

initial portfolio of investments for $103 million from an affiliate of our Advisor (the “Warehousing Entity”) with a portion

of the proceeds from the sale of common stock together with borrowings under our credit facility.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity