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Item 9A. Controls and Procedures

2022-03-10 compared with 2021-02-26 · 76 added, 66 removed, 25 unchanged (85% of the section changed)

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 Commissions 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 managements 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.

Evaluation of Disclosure Controls and

Our management, with the participation of

our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as

defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of

the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

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 public companies.

Internal Control Over Financial Reporting

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

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.

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 Companys expected investment return on the Initial Portfolio or the investment performance of the

Companys shares.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not Applicable.

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.

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 Advisors codes of ethics, which apply to, among others, our Chief Executive Officer and Chief Financial Officer, is

included in Part IItem 1.

BusinessRegulation as a Business Development CompanyCode of Ethics of this Form 10-K.

The information required by this item will be contained in the Company’s

definitive Proxy Statement for its 2022 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,

2021 and is incorporated herein by reference.

EXECUTIVE COMPENSATION

Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2021 annual meeting of stockholders.

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.

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.

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.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The information required by this item will be contained in the Company’s

definitive Proxy Statement for its 2022 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,

2021 and is incorporated herein by reference.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be contained in the Company’s

definitive Proxy Statement for its 2022 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,

2021 and is incorporated herein by reference.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be contained in the Company’s

definitive Proxy Statement for its 2022 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,

2021 and is incorporated herein by reference.

PRINCIPAL ACCOUNTING

FEES AND SERVICES

The information required by this item will be contained in the Company’s

definitive Proxy Statement for its 2022 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,

2021 and is incorporated herein by reference.

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 IIItem 8.:

Kayne Anderson BDC, LLC

Assets and Liabilities as of December 31, 2020

Statement of Operations for the year ended December 31, 2020

Statement of Changes in Members Capital for the year ended December 31, 2020

Statement of Cash Flows for the year ended December 31, 2020

Notes to the Financial Statements

The following exhibits are filed as part of this report or hereby incorporated by reference herein to exhibits previously filed with the SEC:

The following is a list of our consolidated

financial statements included in this Annual Report on Form 10-K under Item 8 of Part II hereof:

CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting

Firm for the year ended December 31, 2021

Consolidated Statements of Assets and Liabilities

as of December 31, 2021 and 2020

Consolidated Statements of Operations for the years

ended December 31, 2021 and 2020

Consolidated Statements of Changes in Net Assets for

the years ended December 31, 2021 and 2020

Consolidated Statement of Cash Flows for the years

ended December 31, 2021 and 2020

Consolidated Schedule of Investments as of December 31,

Notes to Consolidated Financial Statements

Certificate of Formation (3)

9 unchanged sentences

Subscription Agreement (1)

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)

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)

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)

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)

Senior Secured Revolving Credit Agreement (4)

Loan and Security Agreement (4)

Subsidiaries of Kayne Anderson BDC, Inc.

Certification of Chief Executive Officer pursuant to Rule 12a-14(a) of the Securities Exchange Act of 1934, as amended *

Certification of Chief Financial Officer pursuant to Rule 12a-14(a) of the Securities Exchange Act of 1934, as amended *

Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 202 (18 U.S.C.

Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 202 (18 U.S.C.

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Code of Ethics (1)

Incorporated by reference from the Companys Amendment No.

2 to Form 10, as filed with the Securities

and Exchange Commission on November 9, 2020.

Incorporated by reference from the Companys Form 8-K, as filed

with the Securities and Exchange Commission on February 5, 2021.

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.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2021.

Incorporated by reference from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on February 26, 2021.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 25, 2022.

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.

FORM 10-K SUMMARY

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.

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.

February 26, 2021

/s/ Michael J.

March 10, 2022

Chief Executive Officer

(Principal Executive Officer)

February 26, 2021

March 10, 2022

Chief Financial Officer and Treasurer

1 unchanged sentence

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 9A. Controls and Procedures