Kayne Anderson BDC, Inc. 10-K

ITEM 5. 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 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. Holders Please 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 9, 2023, we had 403 holders of record of our common stock. Distributions The following table reflects the distributions declared and payable for the year ended December 31, 2022 (dollars in thousands, except per share amounts). Date Declared Record Date Payment Date Dividend per Share Total Dividend April 19, 2022 April 20, 2022 April 26, 2022 $ 0.26 $ 6,103 July 19, 2022 July 20, 2022 July 27, 2022 0.30 7,065 October 18, 2022 October 13, 2022 October 25, 2022 0.35 10,957 December 16, 2022 December 29, 2022 January 13, 2023 0.43 15,428 $ 1.34 $ 39,553 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, 2022 (dollars in thousands, except per share amounts). Dividend record date Dividend payment date DRIP shares issued DRIP value December 29, 2021 January 18, 2022 55,590 $ 902 April 20, 2022 April 26, 2022 75,270 1,222 July 20, 2022 July 27, 2022 88,081 1,431 October 13, 2022 October 25, 2022 127,414 2,087 346,355 $ 5,642 For the dividend declared on December 16, 2022 and paid on January 13, 2023, there were 57,860 shares issued with a DRIP value of $955. These shares are excluded from the table above, as the DRIP shares were issued after December 31, 2022. All of the dividends declared during the year ended December 31, 2022 were derived from ordinary income, determined on a tax basis. 52 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, 2022, we issued and sold 16,305,034 shares of common stock at an aggregate offering amount of approximately $268.2 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 Offering price per share Common stock shares issued Aggregate offering amount January 24, 2022 $ 16.36 4,191,292 $ 68,582 July 22, 2022 $ 16.30 7,666,830 $ 125,000 October 31, 2022 $ 16.58 1,485,844 $ 24,636 December 9, 2022 $ 16.89 2,961,068 $ 50,000 Total common stock issued 16,305,034 $ 268,218 ITEM 6. [RESERVED] 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.